##### Table of Contents



As filed with the Securities and Exchange Commission on
    September 12, 2007
 Registration
    No. 333-
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form S-1
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
     Williams Pipeline Partners
    L.P.
 (Exact name of registrant as
    specified in its charter)
  Delaware

4922

26-0834035(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   One Williams Center
 Tulsa, Oklahoma 74172-0172
 (918) 573-2000
 (Address, including zip code,
    and telephone number, including area code, of registrants
    principal executive offices)
  James J. Bender
 One Williams Center
 Tulsa, Oklahoma 74172-0172
 (918) 573-2000
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service)
      Copies to:
  Holland & Hart LLP
    555 17th Street, Suite 3200
    Denver, Colorado 80202
    (303) 295-8000
    Attn: Lucy Schlauch
    Attn: Gregory Lindley

Andrews Kurth LLP
    1350 I Street, NW, Suite 1100
    Washington, D.C. 20005
    (202) 662-2700
    Attn: William J. Cooper

Vinson & Elkins L.L.P.
    First City Tower
    1001 Fannin Street, Suite 2500
    Houston, TX 77002-6760
    (713) 758-2222
    Attn: Dan A. Fleckman
    Attn: Brett E. Braden       Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
  o
  o
  CALCULATION OF REGISTRATION FEE
  ProposedTitle of Each Class of


Maximum Aggregate


Amount ofSecurities to be Registered


Offering Price(1)(2)


Registration FeeCommon units representing limited
    partner interests


$313,950,000


$9,639.00   (1)
    
    Includes common units issuable upon exercise of the
    underwriters over-allotment option.(2)
    
    Estimated solely for the purpose of calculating the registration
    fee pursuant to Rule 457(o) under the Securities Act of
    1933.      The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Securities
    and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




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The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange  Commission is
effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.  Subject to
    Completion, dated September 12, 2007
 PROSPECTUS
 
 13,000,000 Common Units
 Representing Limited Partner
    Interests
      Investing in our common units involves risks. Please read
    Risk Factors beginning on page 19.
    
    We may not have sufficient cash from operations to enable us to
    pay the minimum quarterly distribution following establishment
    of cash reserves and payment of fees and expenses, including
    cost reimbursements to our general partner.
    The assumptions underlying our estimated cash available for
    distribution described herein are inherently uncertain, and our
    actual results may differ materially from those estimated.
    Our only significant asset will be a 25% general partnership
    interest in Northwest Pipeline GP, the remainder of which will
    be owned by a subsidiary of The Williams Companies, Inc. We will
    not independently control the amount of cash we will receive
    from Northwest and may be required to contribute significant
    cash to fund the operations of Northwest.
    Northwest is subject to regulation by the Federal Energy
    Regulatory Commission, which could have an adverse impact on its
    ability to establish transportation and storage rates that would
    allow it to recover the full cost of operating its pipeline
    assets, including a reasonable return. This, in turn, could
    limit our ability to make distributions to you.
    Williams controls our general partner, which has sole
    responsibility for conducting our business and managing our
    operations. Williams, our general partner and their respective
    affiliates have conflicts of interest and limited fiduciary
    duties, which may permit them to favor their own interests to
    your detriment.
    Affiliates of our general partner, including Williams and
    Williams Partners, are not limited in their ability to compete
    with Northwest or us. Williams is also not obligated to offer us
    the opportunity to acquire additional assets or businesses from
    it, which could limit our commercial activities or our ability
    to grow. In addition, all of the executive officers and certain
    of the directors of our general partner are also officers
    and/or
    directors of Williams and Williams Partners general
    partner, and these persons will also owe fiduciary duties to
    those entities.
    Unless you are an (1) individual or entity subject to
    U.S. federal income taxation on the income generated by us
    or (2) entity that, while not subject to U.S. federal
    taxation on the income generated by us, has owners that are all
    subject to such taxation, you will not be entitled to receive
    distributions or allocations of income or loss on your common
    units and your common units will be subject to redemption at a
    price that may be below the then-current market price.
    Holders of our common units have limited voting rights and are
    not entitled to elect our general partner or its directors. Even
    if you are dissatisfied, you will not be able to remove our
    general partner without its consent.
    You will experience immediate and substantial dilution of $8.52
    per common unit.
    You will be required to pay taxes on your share of our income
    even if you do not receive any cash distributions from us.  Per Common Unit


TotalInitial public offering price

$



$Underwriting discount(1)

$



$Proceeds to Williams Pipeline
    Partners L.P. (before expenses)

$



$    (1)
    
    Excludes structuring fees of
    $          .  30-day
        Joint Book-Running Managers
 Lehman
    Brothers
    Citi   ,
    2007




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Williams Pipeline Partners LOGO

Our initial asset will consist of a 25%general partnership interest in Northwest.




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##### Table of Contents



TABLE OF
    CONTENTS
  SUMMARY

1Williams Pipeline
    Partners L.P.

1Summary of Risk
    Factors

4The Transactions
    and Partnership Structure

6Principal Executive
    Offices and Internet Address

7Summary of
    Conflicts of Interest and Fiduciary Duties

7Organizational
    Structure and Ownership After the Transactions

8The
    Offering

9Summary Historical
    and Pro Forma Financial and Operating Data

13RISK
    FACTORS

19Risks Related to
    Our Business

19Risks Inherent in
    an Investment in Us

31Tax Risks to Common
    Unitholders

40USE OF
    PROCEEDS

44CAPITALIZATION

45DILUTION

46CASH DISTRIBUTION
    POLICY AND RESTRICTIONS ON DISTRIBUTIONS

48General

48Our Initial
    Distribution Rate

49Unaudited Pro Forma
    Cash Available for Distribution for the Year Ended
    December 31, 2006 and Twelve Months Ended June 30,
    2007

51Minimum Estimated
    Cash Available for Distribution for the Twelve Months Ending
    September 30, 2008

54Assumptions and
    Considerations

58PROVISIONS OF OUR
    PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS

62Distributions of
    Available Cash

62Operating Surplus
    and Capital Surplus

63Subordination
    Period

65Distributions of
    Available Cash from Operating Surplus During the Subordination
    Period

67Distributions of
    Available Cash from Operating Surplus After the Subordination
    Period

67General Partner
    Interest and Incentive Distribution Rights

67Distributions from
    Capital Surplus

72Distributions of
    Cash upon Liquidation

73SELECTED HISTORICAL
    AND PRO FORMA FINANCIAL AND OPERATING DATA

75MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS

81Overview

81How We Evaluate Our
    Operations

81Results of
    Operations of Northwest

83Northwests
    Operations

83Critical Accounting Policies and
    Estimates

84Northwests
    Results of Operations

87Liquidity and
    Capital Resources of Northwest

90




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##### Table of Contents



Off-Balance Sheet
    Arrangements

92Impact of
    Inflation

92Environmental
    Matters

92Safety
    Matters

93Termination of the
    Grays Harbor Transportation Agreement

93Legal
    Matters

94Recent Accounting
    Pronouncements

94FERC Accounting and
    Reporting Guidance

94Liquidity and
    Capital Resources of Williams Pipeline Partners
    L.P.

94Quantitative and
    Qualitative Disclosures About Market Risk

95INDUSTRY
    OVERVIEW

96Natural Gas Demand

96Natural Gas Supply

97BUSINESS

100Business
    Strategies

100Competitive
    Strengths

101Our Relationship
    with Williams

103Northwests
    System

103Northwests
    Competition

105Capital
    Projects

106Employees

108Regulatory
    Matters

108Insurance

114Ownership of
    Property

114Transactions with
    Affiliates

114Legal
    Proceedings

114MANAGEMENT

116Management of
    Williams Pipeline Partners L.P.

116Directors and
    Executive Officers of Our General Partner

117Compensation
    Discussion and Analysis

118Executive
    Compensation

118Employment
    Agreements

118Compensation of
    Directors

119Long-Term Incentive
    Plan

119Reimbursement of
    Expenses of Our General Partner

120SECURITY OWNERSHIP
    OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

121CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

123Distributions and
    Payments to Our General Partner and Its Affiliates

123Agreements
    Governing the Transaction

124Omnibus
    Agreement

124Contracts with
    Affiliates

125Working Capital
    Agreement

127




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Williams Cash
    Management Program

127Northwests
    Related Party Agreements and Related Transactions

127CONFLICTS OF
    INTEREST AND FIDUCIARY DUTIES

128Conflicts of
    Interest

128Fiduciary and Other
    Duties

134DESCRIPTION OF THE
    COMMON UNITS

137The Units

137Transfer Agent and
    Registrar

137Transfer of Common
    Units

137DESCRIPTION OF THE
    SUBORDINATED UNITS

139Cash Distribution
    Policy

139Conversion of the
    Subordinated Units

139Distributions upon
    Liquidation

139Limited Voting
    Rights

139THE PARTNERSHIP
    AGREEMENT

140Organization and
    Duration

140Purpose

140Power of
    Attorney

140Cash
    Distributions

140Capital
    Contributions

140Voting
    Rights

141Limited
    Liability

142Issuance of
    Additional Securities

143Amendment of the
    Partnership Agreement

143Merger,
    Consolidation, Conversion, Sale or Other Disposition of
    Assets

145Termination and
    Dissolution

146Liquidation and
    Distribution of Proceeds

146Withdrawal or
    Removal of the General Partner

147Transfer of General
    Partner Units

148Transfer of
    Ownership Interests in the General Partner

148Transfer of
    Incentive Distribution Rights

148Change of
    Management Provisions

148Limited Call
    Right

149Non-Taxpaying
    Assignees; Redemption

149Meetings;
    Voting

150Status as Limited
    Partner

151Non-Citizen
    Assignees; Redemption

151Indemnification

151Reimbursement of
    Expenses

151Books and
    Reports

152Right to Inspect
    Our Books and Records

152Registration
    Rights

152UNITS ELIGIBLE FOR
    FUTURE SALE

153




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MATERIAL TAX
    CONSEQUENCES

154Partnership
    Status

154Limited Partner
    Status

156Tax Consequences of
    Common Unit Ownership

156Tax Treatment of
    Operations

161Disposition of
    Common Units

162Uniformity of
    Common Units

164Tax-Exempt
    Organizations and Other Investors

164Administrative
    Matters

165Accuracy-Related
    Penalties

166State, Local and
    Other Tax Considerations

167INVESTMENTS IN
    WILLIAMS PIPELINE PARTNERS L.P. BY EMPLOYEE BENEFIT
    PLANS

168UNDERWRITING

169Commissions and
    Expenses

169Option to Purchase
    Additional Common Units

169Lock-Up
    Agreements

170Offering Price
    Determination

170Indemnification

171Directed Unit
    Program

171Stabilization,
    Short Positions and Penalty Bids

171Electronic
    Distribution

172New York Stock
    Exchange

172Discretionary
    Sales

172Stamp
    Taxes

172Relationships/FINRA
    Conduct Rules

172VALIDITY OF THE
    COMMON UNITS

173EXPERTS

173WHERE YOU CAN FIND
    MORE INFORMATION

173FORWARD-LOOKING
    STATEMENTS

174INDEX TO FINANCIAL
    STATEMENTS

F-1Appendix A 
    Form of Amended and Restated Agreement of Limited Partnership of
    Williams Pipeline Partners L.P.

A-1Appendix B 
    Glossary of Terms

B-1Certificate of Limited Partnership of Williams Pipeline Partners L.P.Certificate of Limited Partnership of Williams Pipeline GP LLCConsent of Ernst & Young L.L.P.




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##### Table of Contents



SUMMARY
  This summary provides a brief overview of information
    contained elsewhere in this prospectus. You should read the
    entire prospectus carefully, including Risk Factors
    beginning on page 19 and the historical and pro forma
    financial statements. Unless indicated otherwise, the
    information presented in this prospectus assumes (i) an
    initial public offering price of $20.00 per common unit and
    (ii) that the underwriters do not exercise their option to
    purchase additional units. We include a glossary of some of the
    terms used in this prospectus as Appendix B.
  References in this prospectus to Williams Pipeline
    Partners L.P., we, our,
    us or like terms when used in a historical context
    refer to the 25% general partnership interest in Northwest that
    will be purchased by and contributed to a wholly owned
    subsidiary of Williams Pipeline Partners L.P. in connection with
    this offering. When used in the present tense or prospectively,
    those terms refer to Williams Pipeline Partners L.P. and its
    subsidiaries. References to our general partner
    refer to Williams Pipeline GP LLC, a wholly owned subsidiary of
    Williams, and references to Williams refer to The
    Williams Companies, Inc., its subsidiaries and affiliates.
    References to Northwest for periods prior
    to          ,
    2007 refer to Northwest Pipeline Corporation.
    On          ,
    2007, Northwest Pipeline Corporation converted to a general
    partnership. References to Northwest after that date
    refer to Northwest Pipeline GP, unless otherwise indicated.
  Williams
    Pipeline Partners L.P.
  Overview
      Northwests
    System
 1




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Northwests
    Operations
    Revenue Composition(1)

Weighted AverageLong-Term Firm Contracts

Short-Term

Remaining Long-Capacity



Firm and

Term FirmReservation

Volumetric

Interruptible

Contract LifeFees

Fees

Services

(in years)(2)90.9%

4.9%

4.2%

8.46    (1)
    
    Excludes other revenues of $2.4 million for the six months
    ended June 30, 2007 primarily associated with certain
    subleases of Northwests Salt Lake City office building and
    the FERC annual charge adjustment, or ACA, which is an annual
    charge collected and remitted to FERC for its administrative
    expenses.(2)
    
    The weighted average long-term firm contract life was calculated
    based on the average annual reservation revenue under currently
    effective rates for each contracts remaining life as of
    June 30, 2007. A long-term firm contract is a contract that
    has a term of one year or more.    Our
    Relationship with Williams
 2




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Business
    Strategies
    
    identify and consummate accretive acquisitions of natural gas
    transportation and storage assets from Williams, third parties
    or both;
    pursue economically attractive organic expansion opportunities
    on Northwests system and greenfield construction projects;
    expand Northwests access to diverse sources of natural gas
    supply; and
    continue to focus on optimizing Northwests revenue
    profile, managing its costs and maintaining its safe and
    reliable operations and its excellent customer service.  Competitive
    Strengths
    
    our ability to grow through acquisitions, organic expansion
    opportunities and greenfield construction projects is enhanced
    by our affiliation with Williams;
 3




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
    Northwests cash flow is relatively stable due to the high
    percentage of revenues it derives from capacity reservation fees
    and the long-term nature of its contracts;
    Northwest operates a bi-directional pipeline system that is
    strategically located with access to a number of diverse supply
    regions, which allows it to transport competitively priced
    natural gas to growing end-use markets;
    Northwest has a strong and defensible market position;
    Northwest provides safe and reliable services;
    Northwest has long-standing relationships with its high-quality
    customers; and
    the senior management team and board of directors of our general
    partner include some of the most senior officers of Williams,
    who have extensive industry experience, including experience
    managing master limited partnerships.  Summary
    of Risk Factors
    Risks
    Related to Our Business
  
    We may not have sufficient cash from operations to enable us to
    pay the minimum quarterly distribution following the
    establishment of cash reserves and payment of fees and expenses,
    including cost reimbursements to our general partner.
    The amount of cash we have available for distribution to holders
    of our common units and subordinated units depends primarily on
    our cash flow and not solely on profitability, which may prevent
    us from making cash distributions during periods when we record
    net income.
    On a pro forma basis, we would not have had sufficient cash
    available for distribution to pay the full minimum quarterly
    distribution on all of our limited partner units for the year
    ended December 31, 2006 or the twelve months ended
    June 30, 2007.
    The assumptions underlying our minimum estimated cash available
    for distribution included in Cash Distribution Policy and
    Restrictions on Distributions are inherently uncertain and
    are subject to significant business, economic, financial,
    regulatory and competitive risks and uncertainties that could
    cause actual results to differ materially from those estimated.
    We and Williams will jointly control Northwest. As a result, we
    cannot independently control the amount of cash we will receive
    from Northwest, and we may be required to contribute significant
    cash to fund Northwests operations.
    Northwests natural gas transportation and storage
    activities involve numerous risks that might result in accidents
    and other operating risks and hazards.
    Compliance with the Pipeline Safety Improvement Act of 2002 may
    adversely impact Northwests cost of conducting its
    business.
    Northwests natural gas transportation and storage
    operations are subject to regulation by FERC, which could have
    an adverse impact on its ability to establish transportation and
    storage rates that would allow it to recover the full cost of
    operating its pipeline, including a reasonable return, and on
    our ability to make distributions to you.
    The outcome of certain FERC proceedings regarding income tax
    allowances in rate calculations is uncertain and could affect
    Northwests ability to include an income tax allowance in
    its cost-of-service based rates, which would in turn impact our
    cash available for distribution.
 4




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Risks
    Inherent in an Investment in Us
  
    Williams controls our general partner, which has sole
    responsibility for conducting our business and managing our
    operations. Williams, our general partner, and their respective
    affiliates have conflicts of interest with us and limited
    fiduciary duties, and they may favor their own interests to the
    detriment of our unitholders.
    The credit and risk profile of our general partner and its
    owner, Williams, could adversely affect our or Northwests
    credit ratings and risk profile, which could increase our or
    Northwests borrowing costs or hinder our or
    Northwests ability to raise capital.
    Our partnership agreement limits our general partners
    fiduciary duties to holders of our common units and subordinated
    units and restricts the remedies available to holders of our
    common units and subordinated units for actions taken by our
    general partner that might otherwise constitute breaches of
    fiduciary duty.
    Affiliates of our general partner, including Williams and
    Williams Partners, are not limited in their ability to compete
    with Northwest or us. Williams is also not obligated to offer us
    the opportunity to acquire additional assets or businesses from
    it, which could limit our commercial activities or our ability
    to grow. In addition, all of the executive officers and certain
    of the directors of our general partner are also officers
    and/or
    directors of Williams and Williams Partners general
    partner, and these persons will also owe fiduciary duties to
    those entities.
    Holders of our common units have limited voting rights and are
    not entitled to elect our general partner or its directors,
    which could reduce the price at which the common units will
    trade.
    Even if unitholders are dissatisfied, they cannot initially
    remove our general partner without its consent.
    If you are not an Eligible Holder, you will not be entitled to
    receive distributions or allocations of income or loss on your
    common units, and your common units will be subject to
    redemption at a price that may be below the then-current market
    price.  Tax
    Risks to Common Unitholders
  
    Our tax treatment depends on our status as a partnership for
    federal income tax purposes, as well as our not being subject to
    a material amount of entity-level taxation by states and
    localities. If the Internal Revenue Service, or IRS, were to
    treat us as a corporation for federal income tax purposes or if
    we were to become subject to a material amount of entity-level
    taxation for state or local tax purposes, the amount of cash
    available for distribution to our unitholders would be
    substantially reduced.
    We prorate our items of income, gain, loss and deduction between
    transferors and transferees of the units each month based upon
    the ownership of the units on the first day of each month,
    instead of on the basis of the date a particular unit is
    transferred. The IRS may challenge this treatment, which could
    change the allocation of items of income, gain, loss and
    deduction among our unitholders.
    You will be required to pay taxes on your share of our income
    even if you do not receive any cash distributions from us.
    The tax gain or loss on the disposition of our common units
    could be more or less than expected.
    We will treat each purchaser of common units as having the same
    tax benefits without regard to the actual common units
    purchased. The IRS may challenge this treatment, which could
    adversely affect the value of the common units.
 5




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The
    Transactions and Partnership Structure
  General
      
    we will issue 13,000,000 common units to the public in this
    offering, representing a 53.6% limited partner interest in us,
    and will use the net proceeds from this offering to pay expenses
    and purchase from Northwest a 13.4% general partnership interest
    in Northwest;
    we will issue to our general partner 3,003,565 common units and
    7,759,304 subordinated units representing an aggregate 44.4%
    limited partner interest in us, plus 484,957 general partner
    units representing a 2% general partner interest in us and all
    of our incentive distribution rights, which entitle our general
    partner to increasing percentages of the cash we distribute in
    excess of $0.330625 per limited partner unit per quarter, in
    exchange for the contribution of a 11.6% general partnership
    interest in Northwest (which combined with the interest
    purchased directly from Northwest will result in our owning a
    25% general partnership interest in Northwest);
    we will enter into an omnibus agreement with Williams and
    certain of its affiliates, including our general partner, that
    will govern our relationship with them regarding certain
    reimbursement, indemnification and licensing matters;
    Northwest will distribute $239.7 million to a subsidiary of
    Williams as a reimbursement for capital expenditures incurred
    with respect to Northwests assets; and
    we will enter into a working capital credit agreement with
    Williams as the lender, with a borrowing capacity of
    $20 million.  Management
    of Williams Pipeline Partners L.P.
 6




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Principal
    Executive Offices and Internet Address
  74172-0172, (918) 573-2000. www.williamspipelinepartners.com
  Summary
    of Conflicts of Interest and Fiduciary Duties
 7




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Organizational
    Structure and Ownership After the Transactions
    Public Common Units


53.6
%Williams and Subsidiaries Common
    and Subordinated Units


44.4
%General Partner Interest


2.0
%Total


100.0
%   
  Note:  Dotted line represents indirect ownership.
 8




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The
    Offering
  Common units offered by us
    
     13,000,000 common units; plus 1,950,000 additional common units if the
    underwriters option to purchase additional common units is
    exercised in full.Units outstanding after this offering
    
    16,003,565 common units and 7,759,304 subordinated units,
    representing a 66% and 32% limited partner interest in us,
    respectively. Our general partner will own 484,957 general
    partner units, representing a 2% general partner interest in us,
    and the incentive distribution rights.Use of proceeds
    
    We intend to use the net proceeds of approximately
    $243.1 million from this offering to: purchase from Northwest a 13.4% general partnership
    interest in Northwest; and pay $3.4 million of expenses associated with
    this offering and related formation transactions.Northwest will distribute $239.7 million to a subsidiary of
    Williams as a reimbursement for capital expenditures incurred
    with respect to Northwests assets.If the underwriters option to purchase additional common
    units is exercised in full, we will use the net proceeds of
    approximately $36.5 million from the sale of these
    additional common units to redeem from our general partner the
    number of common units equal to the number of common units
    issued upon exercise of the underwriters option.Cash distributions
    
    We intend to make minimum quarterly distributions of $0.2875 per
    limited partner unit to the extent we have sufficient cash from
    operations after establishment of cash reserves and payment of
    fees and expenses, including payments to our general partner in
    reimbursement for all expenses incurred by it on our behalf. We
    will pay investors in this offering a prorated distribution for
    the first quarter during which we are a publicly traded
    partnership. Such distribution will cover the period from the
    closing date of this offering to and including December 31,
    2007. We expect to pay this cash distribution on or about
    February 14, 2008. In general, we will pay any cash
    distributions we make each quarter in the following manner: first,98% to the holders of common units and
    2% to our general partner, until each common unit has received
    the minimum quarterly distribution of $0.2875 plus any
    arrearages from prior quarters; second,98% to the holders of subordinated
    units and 2% to our general partner, until each subordinated
    unit has received the minimum quarterly distribution of $0.2875;
    and third,98% to all holders of common and
    subordinated units, and 2% to our general partner, until each
    unit has received a distribution of $0.330625.
 9




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If cash distributions exceed $0.330625 per unit in a quarter,
    our general partner will receive increasing percentages, up to
    50%, of the cash we distribute in excess of that amount. We
    refer to these distributions as incentive
    distributions.We must distribute an amount equal to our cash on hand at the
    end of each quarter, less reserves established by our general
    partner in its discretion to provide for the proper conduct of
    our business, to comply with any applicable debt instruments or
    to provide funds for future distributions. We refer to this cash
    as available cash and we define its meaning in our
    partnership agreement and in the glossary of terms included in
    this prospectus as Appendix B. The amount of available cash
    may be greater than or less than the aggregate minimum quarterly
    distribution to be distributed on all common and subordinated
    units.We believe, based on the estimates and the assumptions described
    under Cash Distribution Policy and Restrictions on
    Distributions  Minimum Estimated Cash Available for
    Distribution for the Twelve Months Ending September 30,
    2008, that we will have sufficient available cash to pay
    distributions to enable us to pay the full minimum quarterly
    distribution of $0.2875 on all of our common and subordinated
    units for each quarter through September 30, 2008. However,
    on a pro forma basis, we would have been unable to pay any
    distributions on our limited partner units for the year ended
    December 31, 2006. For the twelve months ended
    June 30, 2007, the amount of pro forma cash available for
    distribution would have been sufficient to allow us to pay the
    full minimum quarterly distribution on only 43.6% of our common
    units, and we would have been unable to pay any distributions on
    our subordinated units during that period. Please read
    Cash Distribution Policy and Restrictions on
    Distributions  Unaudited Pro Forma Cash Available for
    Distribution for the Year Ended December 31, 2006 and
    Twelve Months Ended June 30, 2007.Subordination period
    
    The principal difference between our common units and
    subordinated units is that in any quarter during the
    subordination period, holders of the subordinated units are not
    entitled to receive any distributions until the common units
    have received the minimum quarterly distribution of $0.2875 per
    unit, plus any arrearages in the payment of the minimum
    quarterly distribution from prior quarters. Subordinated units
    will not accrue arrearages. The subordination period will end
    once we meet the financial tests set forth in our partnership
    agreement. Except as described below, it generally cannot end
    before December 31, 2010.When the subordination period ends, all subordinated units will
    convert into common units on a one-for-one basis, and the common
    units will no longer be entitled to arrearages.Early termination of subordination period
    
    If we have earned and paid an amount that equals or exceeds
    $1.725 (150% of the annualized minimum quarterly distribution)
    on each outstanding unit for any four-quarter period, the
    subordination period will automatically terminate and all of the
    subordinated
 10




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##### Table of Contents



units will convert into common units. Please read
    Provisions of Our Partnership Agreement Relating to Cash
    Distributions  Subordination Period.General partners right to reset the target distribution
    levels
    
    Our general partner has the right, at a time when there are no
    subordinated units outstanding and it has received incentive
    distributions at the highest level to which it is entitled (48%)
    for each of the prior four consecutive fiscal quarters, to reset
    the initial target distribution levels at higher levels based on
    the distribution for the two quarters prior to the exercise of
    the reset election. Following a reset election by our general
    partner, the minimum quarterly distribution amount will be reset
    to an amount equal to the average cash distribution amount per
    common unit for the two fiscal quarters immediately preceding
    the reset election (such amount is referred to as the
    reset minimum quarterly distribution amount) and the
    target distribution levels will be reset to correspondingly
    higher levels based on the same percentage increases above the
    reset minimum quarterly distribution amount as in our current
    target distribution levels.In connection with resetting these target distribution levels,
    our general partner will be entitled to receive Class B
    common units and additional general partner units. The
    Class B common units will be entitled to the same cash
    distributions per unit as our common units and will be
    convertible into an equal number of common units. The number of
    Class B common units to be issued will be equal to that
    number of common units whose aggregate quarterly cash
    distributions equaled the average of the distributions to our
    general partner on the incentive distribution rights in the
    prior two quarters. For a more detailed description of our
    general partners right to reset the target distribution
    levels upon which the incentive distribution payments are based
    and the concurrent right of our general partner to receive
    Class B common units and additional general partner units
    in connection with this reset, please see Provisions of
    Our Partnership Agreement Relating to Cash
    Distributions  General Partner Interest and Incentive
    Distribution Rights  General Partners Right to
    Reset Incentive Distribution Levels.Issuance of additional units
    
    We can issue an unlimited number of common units without the
    consent of unitholders. Please read Units Eligible for
    Future Sale and The Partnership
    Agreement  Issuance of Additional Securities.Voting rights
    
    Our general partner will manage and operate us. Unlike the
    holders of common stock in a corporation, you will have only
    limited voting rights on matters affecting our business. You
    will have no right to elect our general partner or the directors
    of our general partner. Our general partner may not be removed
    except by a vote of the holders of at least
    662/3%
    of the outstanding limited partner units, including any limited
    partner units owned by our general partner and its affiliates,
    voting together as a single class. Upon consummation of this
    offering, our general partner will own an aggregate of 45.3% of
    our limited partner units, assuming no exercise of the
 11




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##### Table of Contents



underwriters option to purchase additional common units.
    This will allow our general partner to prevent its involuntary
    removal.Limited call right
    
    If at any time our general partner and its affiliates own more
    than 75% of the outstanding common units, our general partner
    has the right, but not the obligation, to purchase all, but not
    less than all, of the remaining common units at a price not less
    than the then-current market price of the common units. Our
    general partner is not obligated to obtain a fairness opinion
    regarding the value of the common units to be repurchased by it
    upon exercise of this limited call right.Eligible Holders and redemption
    
    Only Eligible Holders will be entitled to receive distributions
    or be allocated income or loss from us. Eligible Holders are: individuals or entities subject to U.S. federal
    income taxation on the income generated by us; or entities not subject to U.S. federal taxation on the
    income generated by us, so long as all of the entitys
    owners are subject to such taxation.We have the right, which we may assign to any of our affiliates,
    but not the obligation, to redeem all of the common and
    subordinated units of any holder that is not an Eligible Holder
    or that has failed to certify or has falsely certified that such
    holder is an Eligible Holder. The purchase price for such
    redemption would be equal to the lower of the holders
    purchase price and the then-current market price of the units.
    The redemption price will be paid in cash or by delivery of a
    promissory note, as determined by our general partner.Please read Description of the Common Units 
    Transfer of Common Units and The Partnership
    Agreement  Non-Taxpaying Assignees; Redemption.Estimated ratio of taxable income to distributions
    
    We estimate that if you own the common units you purchase in
    this offering through the record date for distributions for the
    period ending December 31, 2010, you will be allocated, on
    a cumulative basis, an amount of federal taxable income for that
    period that will be less than     % of
    the cash distributed to you with respect to that period. For
    example, if you receive an annual distribution of $1.15 per
    common unit, we estimate that your average allocable taxable
    income per year will be no more than
    $      per common unit. Please read
    Material Tax Consequences  Tax Consequences of
    Common Unit Ownership for the basis of this estimate.Material tax consequences
    
    For a discussion of material federal income tax consequences
    that may be relevant to prospective unitholders who are
    individual citizens or residents of the United States, please
    read Material Tax Consequences.Exchange listing
    
    We intend to apply to list the common units on the NYSE under
    the symbol WMZ.
 12




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##### Table of Contents



Summary
    Historical and Pro Forma
    Financial and Operating Data
        
    the issuance by Williams Pipeline Partners L.P. of common units
    to the public and its purchase of a 13.4% interest in Northwest,
    followed by a distribution by Northwest of a portion of the
    proceeds to a subsidiary of Williams as a reimbursement for
    capital expenditures incurred with respect to Northwests
    assets;
    the payment of estimated underwriting commissions and other
    offering expenses;
    the conversion of Northwest Pipeline Corporation to a general
    partnership; and
    the transfer of the Parachute Lateral to an affiliate of
    Williams (as discussed in Business  Capital
    Projects  Parachute Lateral).    
    Northwests Adjusted EBITDA;
    Williams Pipeline Partners Predecessors historical and our
    pro forma cash available for distribution; and
    Northwests cash available for distribution.
 13




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##### Table of Contents



Williams
    Pipeline Partners Predecessor and Williams Pipeline Partners
    L.P.
  Williams Pipeline Partners L.P.Williams Pipeline Partners Predecessor


Pro FormaSix Months Ended


Year Ended


Six MonthsYear Ended December 31,


June 30,


December 31,


Ended June 30,2004


2005


2006


2006


2007


2006


2007(Thousands of dollars, except per unit measures)Income Statement Data:Equity earnings from investment in
    Northwest(1)

$
18,494


$
17,244


$
13,616


$
8,010


$
15,186


$
21,417


$
24,087General and administrative
    expenses(2)






















(3,000
)


(1,500
)Net income

$
18,494


$
17,244


$
13,616


$
8,010


$
15,186


$
18,417


$
22,587Net income per limited
    partners unit (basic and diluted)Common units





















$
0.84


$
0.87Subordinated units






















0.84



0.87Balance Sheet Data (at period
    end):Investment in Northwest(1)





$
189,087


$
214,486






$
229,822






$
278,374Total partners capital






189,087



214,486







229,822







278,374Other Financial Data:Cash available for distribution
    (unaudited)

$
28,488


$
19,013


$
(571
)

$
11,044


$
21,128


$
(1,571
)

$
20,309     (1)
    
    The acquisition of Northwest in 1983 by Williams was accounted
    for using the purchase method of accounting. Accordingly,
    Williams performed an allocation of the purchase price to
    Northwests assets and liabilities, based on their
    estimated fair values at the time of the acquisition. The
    purchase price allocation was not pushed down to Northwest, as
    FERC policy does not permit Northwest to recover these amounts
    through its rates, and Northwest is not required to reflect
    Williams purchase price allocations in its financial
    statements. The financial statements of Northwest included
    elsewhere herein reflect the original basis in its assets and
    liabilities and exclude the impacts from the excess purchase
    price allocation. The income statements of Williams Pipeline
    Partners Predecessor have been adjusted to include its 25% share
    of the after-tax depreciation of the purchase price allocation
    from Williams in the amount of $0.7 million for each of the
    years ended December 31, 2004, 2005 and 2006, and
    $0.3 million for each of the six months ended June 30,
    2006 and 2007. The balance sheets of Williams Pipeline Partners
    Predecessor have been adjusted to include its 25% interest in
    the purchase price allocation from Williams in the amount of
    $11.9 million and $11.2 million as of
    December 31, 2005 and 2006, respectively, and
    $10.9 million as of June 30, 2007.(2)
    
    Upon completion of this offering, we anticipate incurring
    incremental general and administrative expenses of approximately
    $3.0 million per year as a result of being a publicly
    traded partnership. Williams will provide us with a partial
    credit for general and administrative expenses incurred on our
    behalf through 2011. For 2007, the amount of this credit will be
    $2.0 million on an annualized basis, but it will be pro
    rated from the closing of this offering through the end of the
    year. In 2008, the amount of the general and administrative
    expense credit will be $2.0 million, and it will decrease
    by $0.5 million for each subsequent year. As a result,
    after 2011, we will no longer receive any credit and will be
    required to reimburse Williams for all of the general and
    administrative expenses incurred on our behalf.
 14




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##### Table of Contents



Northwest
    Six Months EndedYear Ended December 31,


June 30,2004


2005


2006


2006


2007(Thousands of dollars)Income Statement Data:Operating revenues

$
338,532


$
321,457


$
324,250


$
159,553


$
205,698Operating expenses:General and administrative


51,062



49,749



56,463



26,865



31,355Operation and maintenance


42,878



53,330



65,763



30,334



30,844Depreciation


65,615



66,333



75,192



35,184



39,405Regulatory credits


(7,180
)


(4,446
)


(4,469
)


(2,616
)


(1,745
)Taxes, other than income taxes


17,492



15,115



15,018



8,914



6,480Regulatory liability reversal(1)


















(16,562
)Impairment charges(2)


8,872















Total operating expenses


178,739



180,081



207,967



98,681



89,777Operating income


159,793



141,376



116,283



60,872



115,921Other income (net)


5,278



10,597



16,597



10,915



9,559Interest charges:Interest on long-term debt


38,721



38,164



43,649



19,189



24,104Other interest


3,368



3,389



3,824



1,913



2,538Allowance for borrowed funds used
    during construction


(452
)


(1,529
)


(4,557
)


(1,600
)


(934
)Total interest charges


41,637



40,024



42,916



19,502



25,708Income before income taxes


123,434



111,949



89,964



52,285



99,772Provision for income taxes


46,779



40,194



32,821



18,909



37,851Net income

$
76,655


$
71,755


$
57,143


$
33,376


$
61,921     (1)
    
    Change in accounting estimate related to a pension regulatory
    liability. Northwest historically recorded a regulatory asset or
    liability for the difference between pension expense as
    estimated under Statement of Financial Accounting Standards
    No. 87, Employers Accounting for
    Pensions, and the amount Northwest funded as a
    contribution to its pension plans. As a result of recent
    information, including its most recent rate filing, Northwest
    re-assessed the probability of refunding this difference and
    concluded that it is not probable that it will be refunded in
    future rates.(2)
    
    Previously capitalized costs related to one segment of the
    Northwest system that was not returned to service.
 15




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##### Table of Contents



Northwest
 Six Months EndedYear Ended December 31,


June 30,2004


2005


2006


2006


2007(Thousands of dollars, except operating data)Cash Flow and Other Financial
    Data:Net cash provided by operating
    activities

$
181,848


$
108,135


$
189,258


$
90,263


$
89,752Adjusted EBITDA (unaudited)


227,100



203,263



187,006



93,440



137,019Cash available for distribution
    (unaudited)


113,951



76,050



(2,282
)


44,174



84,512Capital expenditures:Expansion capital (unaudited)


22,667



40,650



315,706



100,760



40,404Maintenance capital (unaudited)


79,094



95,053



153,303



33,896



27,289Allowance for borrowed funds used
    during construction


452



1,529



4,557



1,600



934Total capital expenditures


102,213



137,232



473,566



136,256



68,627Balance Sheet Data (at period
    end):Net property, plant and equipment





$
1,328,895


$
1,776,023






$
1,811,077Total assets






1,616,104



1,992,854







2,014,666Long-term debt, including current
    maturities






520,080



687,075







696,487Total common stockholders
    equity






708,757



813,037







875,558Operating Data (amounts in
    Tbtu):Transportation volumes


650



673



676



322



360Average daily transportation volumes


1.8



1.8



1.9



1.8



2.0Average daily reserved capacity
    under long-term base firm contracts, excluding peak capacity of
    0.9 Tbtu


2.5



2.5



2.5



2.5



2.5Average daily reserved capacity
    under short-term firm contracts


0.6



0.8



0.9



0.8



0.8   Non-GAAP Financial
    Measures
            
    the financial performance of our assets without regard to
    financing methods, capital structure or historical cost basis;
    the ability of our assets to generate cash sufficient to pay
    interest on our indebtedness and to make distributions; and
 16




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##### Table of Contents




    our operating performance and return on invested capital as
    compared to those of other publicly traded partnerships that own
    energy infrastructure assets, without regard to their financing
    methods and capital structure.      Williams
    Pipeline Partners Predecessor and Williams Pipeline Partners
    L.P. (Unaudited)
  Williams PipelinePartners L.P.Williams Pipeline Partners Predecessor


Pro FormaSix MonthsYear Ended


EndedYear Ended December 31,


Six Months Ended June 30,


December 31,


June 30,2004


2005


2006


2006


2007


2006


2007(Thousands of dollars)Reconciliation of Non-GAAP
    Cash available for distribution to GAAP Net
    incomeNet income

$
18,494


$
17,244


$
13,616


$
8,010


$
15,186


$
18,417


$
22,587Less:Equity earnings from investment in
    Northwest


18,494



17,244



13,616



8,010



15,186



21,417



24,087Add:General and administrative expense
    credit






















2,000



1,000Cash available for distribution
    from Northwest


28,488



19,013



(571
)


11,044



21,128



(571
)


20,809Cash available for
    distribution

$
28,488


$
19,013


$
(571
)

$
11,044


$
21,128


$
(1,571
)

$
20,309Reconciliation of Non-GAAP
    Cash available for distribution to GAAP Net
    cash provided by operating activitiesNet cash provided by operating
    activities

$



$



$



$



$



$
(3,000
)

$
(1,500
)Add:General and administrative expense
    credit






















2,000



1,000Cash available for distribution
    from Northwest


28,488



19,013



(571
)


11,044



21,128



(571
)


20,809Cash available for
    distribution

$
28,488


$
19,013


$
(571
)

$
11,044


$
21,128


$
(1,571
)

$
20,309
 17




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##### Table of Contents



Northwest
    (Unaudited)
  Year Ended December 31,


Six Months Ended June 30,2004


2005


2006


2006


2007Reconciliation of Non-GAAP
    Adjusted EBITDA and Cash available for
    distribution to GAAP Net
    incomeNet income

$
76,655


$
71,755


$
57,143


$
33,376


$
61,921Add:Interest expense


41,637



40,024



42,916



19,502



25,708Income tax expense


46,779



40,194



32,821



18,909



37,851Depreciation


65,615



66,333



75,192



35,184



39,405Less:Regulatory credits


7,180



4,446



4,469



2,616



1,745Interest income


4,857



6,621



7,343



3,196



1,002Other income (expense), net


(8,451
)


3,976



9,254



7,719



25,119Adjusted EBITDA 
    100%

$
227,100


$
203,263


$
187,006


$
93,440


$
137,019Adjusted EBITDA 
    25%

$
56,775


$
50,816


$
46,752


$
23,360


$
34,255Add:Cash received for interest income

$
5,066


$
6,286


$
7,682


$
3,525


$
866Less:Cash paid for interest expense

$
39,121


$
38,446


$
43,667


$
18,895


$
26,084Maintenance capital expenditures


79,094



95,053



153,303



33,896



27,289Cash available for
    distribution  100%

$
113,951


$
76,050


$
(2,282
)

$
44,174


$
84,512Cash available for
    distribution  25%

$
28,488


$
19,013


$
(571
)

$
11,044


$
21,128Reconciliation of Non-GAAP
    Adjusted EBITDA and Cash available for
    distribution to GAAP Net cash provided by operating
    activitiesNet cash provided by operating
    activities

$
181,848


$
108,135


$
189,258


$
90,263


$
89,752Interest income


(4,857
)


(6,621
)


(7,343
)


(3,196
)


(1,002
)Interest expense


41,637



40,024



42,916



19,502



25,708Income taxes


13,255



58,765



3,290



1,154



18,097Other


(3,804
)


(5,201
)


(2,753
)


(5,520
)


(5,452
)Changes in operating working
    capital:Accounts receivable, including
    current income taxes


(1,495
)


3,850



(1,384
)


(4,224
)


5,250Other current assets


4,181



5,196



1,627



(7,246
)


(5,016
)Accounts payable, including current
    income taxes


1,260



6,854



(40,477
)


(6,519
)


(425
)Other current liabilities


(8,187
)


(11,072
)


4,357



7,621



8,898Other, including changes in
    noncurrent assets and liabilities


3,262



3,333



(2,485
)


1,605



1,209Adjusted EBITDA 
    100%

$
227,100


$
203,263


$
187,006


$
93,440


$
137,019Adjusted EBITDA 
    25%

$
56,775


$
50,816


$
46,752


$
23,360


$
34,255Add:Cash received for interest income

$
5,066


$
6,286


$
7,682


$
3,525


$
866Less:Cash paid for interest expense


39,121



38,446



43,667



18,895



26,084Maintenance capital expenditures


79,094



95,053



153,303



33,896



27,289Cash available for
    distribution  100%

$
113,951


$
76,050


$
(2,282
)

$
44,174


$
84,512Cash available for
    distribution  25%

$
28,488


$
19,013


$
(571
)

$
11,044


$
21,128
 18




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##### Table of Contents



RISK
    FACTORS
  Limited partner interests are inherently different from the
    capital stock of a corporation, although many of the business
    risks to which we are subject are similar to those that would be
    faced by a corporation engaged in a similar business. You should
    carefully consider the following risk factors together with all
    of the other information included in this prospectus when
    evaluating an investment in our common units.
  If any of the following risks were actually to occur, our
    business, results of operations and financial condition could be
    materially adversely affected. In that case, we might not be
    able to pay distributions on our common units, the trading price
    of our common units could decline materially, and you could lose
    all or part of your investment.
  Risks
    Related to Our Business
  We may
    not have sufficient cash from operations to enable us to pay the
    minimum quarterly distribution following the establishment of
    cash reserves and payment of fees and expenses, including cost
    reimbursements to our general partner.
    
    the rates Northwest charges for its transportation and storage
    services and the volumes of natural gas its customers transport
    and store;
    the level of Northwests operating and maintenance expense
    and general and administrative costs and our incremental general
    and administrative costs;
    the overall demand for natural gas in markets that Northwest
    serves and the quantities of natural gas available for
    transport, especially from the Rocky Mountain region, the
    San Juan Basin and the WCSB supply basins;
    regulatory action affecting the demand for natural gas, the
    supply of natural gas, the rates Northwest can charge, how
    Northwest contracts for services, and Northwests existing
    contracts, operating costs and operating flexibility;
    the development of LNG import terminals could materially affect
    the market price of natural gas, which could indirectly affect
    the longer term supply and demand dynamics of natural gas in
    Northwests areas of operation;
    the costs of complying with the Pipeline Safety Improvement Act
    of 2002 and other governmental regulations; and
    potential competition from third parties who may build new
    pipelines in or near Northwests markets or supply basins.    
    the amount of cash distributed by Northwest in respect of our
    25% general partnership interest, which is our sole asset;
    the level of capital expenditures we and Northwest make,
    including expenditures to maintain Northwests facilities,
    to complete construction projects, and to make acquisitions;
    our and Northwests debt service requirements and other
    liabilities;
    fluctuations in our and Northwests working capital needs; 19




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##### Table of Contents




    our and Northwests ability to borrow funds and access
    capital markets;
    the creditworthiness and timeliness of payment from
    Northwests customers;
    restrictions on distributions contained in Williams credit
    agreement; and
    the amount of cash reserves established by Northwest and by our
    general partner.    The
    amount of cash we have available for distribution to holders of
    our common units and subordinated units depends primarily on our
    cash flow and not solely on profitability, which may prevent us
    from making cash distributions during periods when we record net
    income.
    On a
    pro forma basis, we would not have had sufficient cash available
    for distribution to pay the full minimum quarterly distribution
    on all of our limited partner units for the year ended
    December 31, 2006 or the twelve months ended June 30,
    2007.
    The
    assumptions underlying our minimum estimated cash available for
    distribution included in Cash Distribution Policy and
    Restrictions on Distributions are inherently uncertain and
    are subject to significant business, economic, financial,
    regulatory and competitive risks and uncertainties that could
    cause actual results to differ materially from those
    estimated.
    We and
    Williams will jointly control Northwest. As a result, we cannot
    independently control the amount of cash we will receive from
    Northwest, and we may be required to contribute significant cash
    to fund Northwests operations.
   20




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##### Table of Contents




    we cannot independently control decisions with respect to the
    operation of Northwest, including decisions with respect to
    incurrence of expenses and distributions to us;
    Northwest may establish reserves for working capital and
    maintenance capital expenditures which would reduce cash
    otherwise available for distribution to us;
    Northwest may incur additional indebtedness, and the related
    principal and interest payments would reduce cash otherwise
    available for distribution to us;
    Northwest may require us to make additional capital
    contributions to fund working and maintenance capital
    expenditures, as well as to fund expansion capital expenditures,
    funding of which could reduce the amount of cash otherwise
    available for distribution to you.    Northwests
    natural gas transportation and storage activities involve
    numerous risks that might result in accidents and other
    operating risks and hazards.
    
    uncontrolled releases of natural gas;
    fires and explosions;
    pollution and other environmental risks;
    natural disasters;
    mechanical problems;
    aging pipeline infrastructure;
    damage inadvertently caused by third party activity, such as
    operation of construction equipment; and
    terrorist attacks or threatened attacks on Northwests
    facilities or those of other energy companies.   21




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Compliance
    with the Pipeline Safety Improvement Act of 2002 may adversely
    impact Northwests cost of conducting its
    business.
    
    perform ongoing assessments of pipeline integrity;
    identify and characterize applicable threats to pipeline
    segments that could impact a high consequence area;
    improve data collection, integration and analysis;
    repair and remediate their pipelines as necessary; and
    implement preventive and mitigating actions.    Northwests
    current pipeline infrastructure is aging, which may adversely
    affect its business and our ability to make distributions to
    you.
    Increased
    competition from alternative natural gas transportation and
    storage options and alternative fuel sources could have a
    significant financial impact on us.
     22




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##### Table of Contents



Northwest
    may not be able to maintain or replace expiring natural gas
    transportation and storage contracts at favorable rates or on a
    long-term
    basis.
      
    the level of existing and new competition to deliver natural gas
    to Northwests markets;
    the growth in demand for natural gas in Northwests markets;
    whether the market will continue to support long-term firm
    contracts;
    whether Northwests business strategy continues to be
    successful;
    the level of competition for natural gas supplies in the
    production basins serving Northwest; and
    the effects of state regulation on customer contracting
    practices.    Northwests
    natural gas transportation and storage operations are subject to
    regulation by FERC, which could have an adverse impact on its
    ability to establish transportation and storage rates that would
    allow it to recover the full cost of operating its pipeline,
    including a reasonable return, and on our ability to make
    distributions to you.
    
    rates, operating terms and conditions of service;
    the types of services Northwest may offer to its customers;
    certification and construction of new facilities;
    acquisition, extension, disposition or abandonment of facilities;
    accounts and records; 23




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##### Table of Contents




    relationships with affiliated companies involved in certain
    aspects of the natural gas business;
    initiation and discontinuation of services; and
    market manipulation in connection with interstate sales,
    purchases or transportation of natural gas.          The
    outcome of certain FERC proceedings regarding income tax
    allowances in rate calculations is uncertain and could affect
    Northwests ability to include an income tax allowance in
    its costofservice based rates, which would in turn
    impact our cash available for distribution.
  case-by-case case-by-case
     24




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##### Table of Contents



The
    outcome of certain FERC proceedings involving FERC policy
    statements is uncertain and could affect the level of return on
    equity that Northwest may be able to achieve in any future rate
    proceeding.
  Composition of Proxy Groups
    for Determining Gas and Oil Pipeline Return on Equity.
  High Island Offshore System Petal Gas Storage.
    The
    outcome of future rate cases to set the rates Northwest can
    charge customers on its pipeline might result in rates that will
    not fully compensate Northwest for its ongoing expenses and
    provide an adequate return on the capital that Northwest has
    invested in its pipeline.    Any
    significant decrease in supplies of natural gas in
    Northwests areas of operation could adversely affect its
    business and operating results and reduce our cash available for
    distribution to unitholders.
   25




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Significant
    prolonged changes in natural gas prices could affect supply and
    demand, cause a reduction in or termination of the long-term
    transportation and storage contracts or throughput on
    Northwests system, and adversely affect our cash available
    to make distributions to you.
    The
    failure of LNG import terminals to be successfully developed in
    the United States could increase natural gas prices and reduce
    the demand for Northwests services.
   26




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##### Table of Contents



Northwest
    depends on certain key customers for a significant portion of
    its revenues. The loss of any of these key customers or the loss
    of any contracted volumes could result in a decline in cash
    available for us to make distributions to you.
    If
    third-party pipelines and other facilities interconnected to
    Northwests pipeline and facilities become unavailable to
    transport natural gas, Northwests revenues and our ability
    to make distributions to you could be adversely
    affected.
    Northwests
    debt agreements impose restrictions on it that may adversely
    affect its ability to operate its business.
     27




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##### Table of Contents



Northwest
    is not prohibited from incurring indebtedness, which may affect
    our ability to make distributions to you.
    Northwest
    is exposed to the credit risk of its customers in the ordinary
    course of its business.
    If we
    or Northwest do not complete expansion projects or make and
    integrate acquisitions, our future growth may be
    limited.
    
    inability to identify attractive expansion projects or
    acquisition candidates or outbidding by competitors;
    inability to obtain necessary rights of way or government
    approvals;
    inability to integrate successfully the businesses built or
    acquired;
    inability to raise financing for such expansion projects or
    acquisitions on economically acceptable terms;
    mistaken assumptions about contract commitments, volumes,
    reserves, revenues and costs, including synergies and potential
    growth; or
    inability to secure adequate customer commitments to use the
    newly expanded or acquired facilities.  Acquisitions
    or expansion projects may reduce our cash from operations on a
    per unit basis.
    
    decreases in liquidity as a result of using a significant
    portion of available cash or borrowing capacity to finance the
    project or acquisition;
    inability to complete expansion projects on schedule or within
    the budgeted cost due to the unavailability of required
    construction personnel or materials, accidents, weather
    conditions or an inability to obtain necessary permits;
    inability to receive cash flows from a newly built or acquired
    asset until it is operational; 28




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##### Table of Contents




    unforeseen difficulties operating in new producing basins or
    end-use markets; and
    customer losses at the acquired business.    Northwests
    operations are subject to governmental laws and regulations
    relating to the protection of the environment, which may expose
    us to significant costs and liabilities.
    
    the federal Clean Air Act and analogous state laws that impose
    obligations related to air emissions;
    the Federal Water Pollution Control Act of 1972, or the Clean
    Water Act, and analogous state laws that regulate discharges of
    wastewater from Northwests facilities to state and federal
    waters;
    the federal Comprehensive Environmental Response, Compensation,
    and Liability Act, or CERCLA or the Superfund law, and analogous
    state laws that regulate the cleanup of hazardous substances
    that may have been released at properties currently or
    previously owned or operated by Northwest or at locations to
    which its wastes have been transported for disposal;
    the federal Resource Conservation and Recovery Act, or RCRA, and
    analogous state laws that impose requirements for the storage,
    handling and disposal of solid and hazardous waste from
    Northwests facilities; and
    the Toxic Substances Control Act, or TSCA, and analogous state
    laws that impose requirements on the use, disposal and storage
    of various chemicals and chemical substances at Northwests
    facilities.     29




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Northwest
    does not own all of the land on which its pipeline and
    facilities are located, which could disrupt its
    operations.
    We and
    Northwest do not insure against all potential losses and could
    be seriously harmed by unexpected liabilities.
    Acts
    of terrorism could have a material adverse effect on
    Northwests and our financial condition, results of
    operations and cash flows.
    Potential
    changes in accounting standards might cause us to revise our
    financial results and disclosures in the future, which might
    change the way analysts measure our business or financial
    performance.
   30




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If we
    fail to develop or maintain an effective system of internal
    controls, we may not be able to report our financial results
    accurately or prevent fraud, which could have an adverse effect
    on our business and would likely cause the market price of our
    common units to decline materially.
    Risks
    Inherent in an Investment in Us
  Williams
    controls our general partner, which has sole responsibility for
    conducting our business and managing our operations. Williams,
    our general partner, and their respective affiliates have
    conflicts of interest with us and limited fiduciary duties, and
    they may favor their own interests to the detriment of our
    unitholders.
    
    neither our partnership agreement nor any other agreement
    requires Williams to pursue a business strategy that favors us.
    Williams directors and officers have a fiduciary duty to
    make decisions in the best interests of the owners of Williams,
    which may be contrary to our interests;
    all of the executive officers and certain of the directors of
    our general partner are also officers and/or directors of
    Williams and Williams Partners general partner, and these
    persons will also owe fiduciary duties to those entities;
    our general partner is allowed to take into account the
    interests of parties other than us, such as Williams and its
    affiliates, in resolving conflicts of interest;
    Williams will own the remaining 75% general partnership interest
    in Northwest;
    Williams will indirectly own general partner units representing
    a 2% general partner interest, the incentive distribution rights
    and common and subordinated units representing an aggregate
    44.4% limited partner interest in us, and if a vote of limited
    partners is required, Williams will be entitled to vote its
    units in accordance with its own interests, which may be
    contrary to our interests or your interests;
    the limited partner interests that Williams will own initially
    will permit it to effectively control any votes of our limited
    partners;
    Williams and its affiliates, including Williams Partners, are
    not limited in their ability to compete with Northwest or us.
    Neither Williams nor Williams Partners is obligated to offer
    business opportunities to Northwest or us or to offer,
    contribute, or sell additional assets or operations to Northwest
    or us;
    our general partner may make a determination to receive a
    quantity of our Class B common units and additional general
    partner units in exchange for resetting the target distribution
    levels related to its incentive distribution rights without the
    approval of the conflicts committee of our general partner or 31




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
    all of the executive officers and certain of the directors of
    our general partner will devote significant time to the business
    of Williams
    and/or
    Williams Partners, and will be compensated by Williams for the
    services rendered to them;
    pursuant to our partnership agreement, our general partner has
    limited its liability and defined its fiduciary duties in ways
    that are protective of it as compared to liabilities and duties
    that would be imposed upon a general partner under Delaware law
    in the absence of such limitations and definition. Our
    partnership agreement also restricts the remedies available to
    our unitholders for actions that, without the limitations, might
    constitute breaches of fiduciary duty under Delaware common law.
    By purchasing common units, unitholders will be deemed to have
    consented to some actions and conflicts of interest that might
    otherwise constitute a breach of fiduciary or other duties under
    applicable law;
    our general partner determines the amount and timing of asset
    purchases and sales, borrowings, issuances of additional
    partnership securities and reserves, each of which can affect
    the amount of cash that is distributed to unitholders;
    our general partner determines the amount and timing of any
    capital expenditures and, based on the applicable facts and
    circumstances, whether a capital expenditure is classified as a
    maintenance capital expenditure, which reduces operating
    surplus, or an expansion capital expenditure or investment
    capital expenditure, neither of which reduces operating surplus.
    This determination can affect the amount of cash that is
    distributed to our unitholders, including distributions on our
    subordinated units, and to our general partner in respect of the
    incentive distribution rights, as well as the ability of the
    subordinated units to convert to common units;
    our general partner determines which costs incurred by it and
    its affiliates are reimbursable by us;
    in some instances, our general partner may cause us to borrow
    funds in order to permit the payment of cash distributions, even
    if the purpose or effect of the borrowing is to make a
    distribution on the subordinated units, to make incentive
    distributions or to accelerate the expiration of the
    subordination period;
    our partnership agreement permits us to classify up to
    $      as operating surplus, even if it
    is generated from asset sales, non-working capital borrowings or
    other sources the distribution of which would otherwise
    constitute capital surplus. This cash may be used to fund
    distributions on our subordinated units or to our general
    partner in respect of the general partner interest or the
    incentive distribution rights;
    our partnership agreement does not restrict our general partner
    from causing us to pay it or its affiliates for any services
    rendered to us or from entering into additional contractual
    arrangements with any of these entities on our behalf;
    our general partner intends to limit its liability regarding our
    contractual and other obligations and, in some circumstances, is
    entitled to be indemnified by us;
    our general partner may exercise its limited right to call and
    purchase all common units not owned by it and its affiliates if
    they own more than 75% of the common units;
    our general partner controls the enforcement of obligations owed
    to us by our general partner and its affiliates; and
    our general partner decides whether to retain separate counsel,
    accountants or others to perform services for us.   32




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The
    credit and risk profile of our general partner and its owner,
    Williams, could adversely affect our or Northwests credit
    ratings and risk profile, which could increase our or
    Northwests borrowing costs or hinder our or
    Northwests ability to raise capital.
      Our
    partnership agreement limits our general partners
    fiduciary duties to holders of our common units and subordinated
    units and restricts the remedies available to holders of our
    common units and subordinated units for actions taken by our
    general partner that might otherwise constitute breaches of
    fiduciary duty.
    
    permits our general partner to make a number of decisions in its
    individual capacity, as opposed to in its capacity as our
    general partner. This entitles our general partner to consider
    only the interests and factors that it desires, and it has no
    duty or obligation to give any consideration to any interest of,
    or factors affecting, us, our affiliates, or any limited
    partner. Examples include the exercise of its limited call
    right, the exercise of its rights to transfer or vote the units
    it owns, the exercise of its registration rights, the exercise
    of its reset rights with respect to our incentive distribution
    levels, and its determination whether or not to consent to any
    merger or consolidation of the partnership or amendment to the
    partnership agreement;
    provides that our general partner will not have any liability to
    us or our unitholders for decisions made in its capacity as a
    general partner so long as it acted in good faith, meaning it
    believed the decision was in the best interests of our
    partnership;
    generally provides that affiliated transactions and resolutions
    of conflicts of interest not approved by the conflicts committee
    of the board of directors of our general partner and not
    involving a vote of unitholders must be on terms no less
    favorable to us than those generally being provided to or
    available from unrelated third parties or must be fair and
    reasonable to us, as determined by our general partner in
    good faith, and that, in determining whether a transaction or
    resolution is fair and reasonable, our general
    partner may consider the totality of the relationships between
    the parties involved, including other transactions that may be
    particularly advantageous or beneficial to us;
    provides that our general partner and its officers and directors
    will not be liable for monetary damages to us, our limited
    partners or assignees for any acts or omissions unless there has
    been a final and non-appealable judgment entered by a court of
    competent jurisdiction determining that the general partner or
    those other persons acted in bad faith or engaged in fraud or
    willful misconduct or, in the case of a criminal matter, acted
    with knowledge that the conduct was criminal; and
    provides that in resolving conflicts of interest, it will be
    presumed that in making its decision the general partner acted
    in good faith, and in any proceeding brought by or on behalf of
    any limited 33




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Affiliates
    of our general partner, including Williams and Williams
    Partners, are not limited in their ability to compete with
    Northwest or us. Williams is also not obligated to offer us the
    opportunity to acquire additional assets or businesses from it,
    which could limit our commercial activities or our ability to
    grow. In addition, all of the executive officers and certain of
    the directors of our general partner are also officers
    and/or
    directors of Williams and Williams Partners general
    partner, and these persons will also owe fiduciary duties to
    those entities.
    Holders
    of our common units have limited voting rights and are not
    entitled to elect our general partner or its directors, which
    could reduce the price at which the common units will
    trade.
    If you
    are not an Eligible Holder, you will not be entitled to receive
    distributions or allocations of income or loss on your common
    units, and your common units will be subject to redemption at a
    price that may be below the then-current market
    price.
   34




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Our
    general partner may elect to cause us to issue Class B
    common units and additional general partner units to it in
    connection with a resetting of the target distribution levels
    related to its incentive distribution rights without the
    approval of the conflicts committee of its board of directors or
    the holders of our common units. This may result in lower
    distributions to holders of our common units in certain
    situations.
      Cost
    reimbursements to our general partner and its affiliates for
    services provided to us, which will be determined by our general
    partner, will be substantial and will reduce our cash available
    for distribution to you.
   35




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Even
    if unitholders are dissatisfied, they cannot initially remove
    our general partner without its consent.
  2 3
    We
    have a holding company structure in which our subsidiaries
    conduct our operations and own our operating assets, which may
    affect our ability to make distributions to you.
    The
    control of our general partner may be transferred to a third
    party without unitholder consent.
    Increases
    in interest rates may cause the market price of our common units
    to decline.
  50-year
 36




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You
    will experience immediate and substantial dilution of $8.52 in
    net tangible book value per common unit.
    We may
    issue additional units without your approval, which would dilute
    your ownership interests.
    
    each existing unitholders proportionate ownership interest
    in us will decrease;    
    because a lower percentage of total outstanding units will be
    subordinated units, the risk that a shortfall in the payment of
    the minimum quarterly distribution will be borne by our common
    unitholders will increase;
    the ratio of taxable income to distributions may increase;
    the relative voting strength of each previously outstanding unit
    may be diminished; and
    the market price of the common units may decline.  Our
    general partner may sell units in the public or private markets,
    which sales could have an adverse impact on the trading price of
    the common units.
    Our
    general partner has a limited call right that may require you to
    sell your common units at an undesirable time or
    price.
   37




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Our
    partnership agreement restricts the voting rights of unitholders
    owning 20% or more of our common units.
    Your
    liability may not be limited if a court finds that unitholder
    action constitutes control of our business.
    
    we were conducting business in a state but had not complied with
    that particular states partnership statute; or
    your right to act with other unitholders to remove or replace
    the general partner, to approve some amendments to our
    partnership agreement or to take other actions under our
    partnership agreement constitute control of our
    business.    Unitholders
    may have liability to repay distributions that were wrongfully
    distributed to them.
  Section 17-607
  If we
    are deemed an investment company under the
    Investment Company Act of 1940, it would adversely affect the
    market price of our common units and could have a material
    adverse effect on our business.
   38




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There
    is no existing market for our common units, and a trading market
    that will provide you with adequate liquidity may not develop.
    The price of our common units may fluctuate significantly, and
    you could lose all or part of your investment.
      
    our quarterly distributions;
    our quarterly or annual earnings or those of other companies in
    our industry;
    loss of a large customer;
    announcements by us or our competitors of significant contracts
    or acquisitions;
    changes in accounting standards, policies, guidance,
    interpretations or principles;
    general economic conditions;
    the failure of securities analysts to cover our common units
    after this offering or changes in financial estimates by
    analysts;
    future sales of our common units; and
    the other factors described in these Risk Factors. 39




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We
    will incur increased costs as a result of being a publicly
    traded partnership.
    Tax
    Risks to Common Unitholders
    Our
    tax treatment depends on our status as a partnership for federal
    income tax purposes, as well as our not being subject to a
    material amount of entity-level taxation by states and
    localities. If the IRS were to treat us as a corporation for
    federal income tax purposes or if we were to become subject to a
    material amount of entity-level taxation for state or local tax
    purposes, the amount of cash available for distribution to our
    unitholders would be substantially reduced.
      The
    tax treatment of publicly traded partnerships or an investment
    in our common units could be subject to potential legislative,
    judicial or administrative changes and differing
    interpretations, possibly on a retroactive basis.
   40




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##### Table of Contents



We
    prorate our items of income, gain, loss and deduction between
    transferors and transferees of the units each month based upon
    the ownership of the units on the first day of each month,
    instead of on the basis of the date a particular unit is
    transferred. The IRS may challenge this treatment, which could
    change the allocation of items of income, gain, loss and
    deduction among our unitholders.
    You
    will be required to pay taxes on your share of our income even
    if you do not receive any cash distributions from
    us.
    The
    tax gain or loss on the disposition of the common units could be
    more or less than expected.
    We
    will treat each purchaser of common units as having the same tax
    benefits without regard to the actual common units purchased.
    The IRS may challenge this treatment, which could adversely
    affect the value of the common units.
   41




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An IRS
    contest of the federal income tax positions we take may
    adversely affect the market for the common units, and the cost
    of any IRS contest will reduce our cash available for
    distribution to our unitholders.
    Tax-exempt
    entities and foreign persons face unique tax issues from owning
    common units that may result in adverse tax consequences to
    them.
  non-U.S. persons, non-U.S. persons non-U.S. persons non-U.S. person,
  We may
    adopt certain valuation methodologies that may result in a shift
    of income, gain, loss and deduction between the general partner
    and the unitholders. The IRS may challenge this treatment, which
    could adversely affect the value of the common
    units.
      The
    sale or exchange of 50% or more of our capital and profits
    interests during any twelve-month period will result in the
    termination of our partnership for federal income tax
    purposes.
   42




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You
    will likely be subject to state and local taxes and return
    filing requirements in states or localities where you do not
    live as a result of investing in the common units.
   43




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##### Table of Contents



USE
    OF PROCEEDS
      
    purchase a 13.4% general partnership interest in Northwest; and
    pay $3.4 million of expenses associated with this offering
    and related formation transactions.     44




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##### Table of Contents



CAPITALIZATION
    
    the sale of common units offered hereby (at an assumed initial
    public offering price of $20.00 per common unit);
    the application of the net proceeds as described in Use of
    Proceeds;
    the conversion of Northwest to a general partnership; and
    the transfer of the Parachute Lateral to an affiliate of
    Williams (as described in Business  Capital
    Projects  Parachute Lateral).      As of June 30, 2007WilliamsWilliams


PipelinePipeline


Partners L.P.Partners


Pro FormaPredecessor


As AdjustedLong-term debt

$



$
Equity:Owners equity


229,822



Held by public:Common units






149,245Held by the general partner and
    its subsidiariesCommon units






34,482Subordinated units






89,080General partner units






5,567Total equity


229,822



278,374Total capitalization

$
229,822


$
278,374  45




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##### Table of Contents



DILUTION
    Assumed initial public offering
    price per common unit





$
20.00Pro forma net tangible book value
    per unit before the offering(a)

$
24.75Decrease in net tangible book
    value per unit attributable to purchasers in this offering


(13.27
)Less: Pro forma net tangible book
    value per unit after the offering(b)






11.48Immediate dilution in net tangible
    book value per common unit to purchasers in this offering





$
8.52     (a)
    
    Determined by dividing the total number of units (3,003,565
    common units, 7,759,304 subordinated units, and
    484,957 general partner units) to be issued to our general
    partner for its contribution of assets into the net tangible
    book value of the contributed assets and liabilities. The pro
    forma net tangible book value per unit reflects adjustments
    relating to the transfer of the Parachute Lateral and the
    conversion of Northwest to a general partnership, as discussed
    elsewhere in this prospectus. Prior to such adjustments, the pro
    forma net tangible book value per unit would have been $20.43.(b)
    
    Determined by dividing the total number of units to be
    outstanding after this offering (16,003,565 common units,
    7,759,304 subordinated units, and 484,957 general partner units)
    into our pro forma net tangible book value, after giving effect
    to the application of the expected net proceeds of this offering.    Units Acquired


Total ConsiderationNumber


Percent


Amount


Percent($ in thousands)General partner(a)(b)


11,247,826



46.4
%

$
38,674



12.9
%New investors


13,000,000



53.6



260,000



87.1Total


24,247,826



100.0
%

$
298,674



100.0
%     (a)
    
    Upon the consummation of the transactions contemplated by this
    prospectus, our general partner will own 3,003,565 common units,
    7,759,304 subordinated units, and 484,957 general partner units.(b)
    
    The assets contributed by our general partner and its affiliates
    were recorded at historical cost in accordance with GAAP. Book
    value of the consideration provided by our general partner, as
    of June 30, 2007, 46




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##### Table of Contents



after giving effect to the related formation transactions and
    application of the net proceeds of this offering was as follows:  (In thousands)Parent net investment

$
229,822Less:Elimination of net assets
    associated with Parachute Lateral.


(19,083
)Plus:Transfer to a subsidiary of
    Williams of Northwests deferred income taxes concurrent
    with its conversion to a non-taxable entity.


67,635Less:Distribution to a subsidiary of
    Williams of the net proceeds from this offering as a
    reimbursement for capital expenditures.


(239,700
)Total consideration

$
38,674    47




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##### Table of Contents



CASH
    DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS
      General
  Rationale
    for Our Cash Distribution Policy
    Limitations
    on Cash Distributions and Our Ability to Change Our Cash
    Distribution Policy
    
    Our general partners board of directors will have the
    authority to establish reserves for the prudent conduct of our
    business (including the funding of future capital requirements)
    and for future cash distributions to our unitholders, and the
    establishment of those reserves could result in a reduction in
    cash distributions to you from the levels we currently
    anticipate pursuant to our stated distribution policy.
    While our partnership agreement requires us to distribute all of
    our available cash, our partnership agreement, including
    provisions requiring us to make cash distributions contained
    therein, may be amended. Although during the subordination
    period, with certain exceptions, our partnership agreement may
    not be amended without the approval of the public common
    unitholders, our partnership agreement can be amended with the
    approval of a majority of the outstanding common units and any
    Class B common units issued upon the reset of incentive
    distribution rights, if any, voting as a single class (including
    common units held by affiliates of Williams) after the
    subordination period has ended. At the closing of this offering,
    our general partner will own approximately 45.3% of our
    outstanding limited partner units and all of our general partner
    units.
    Even if our cash distribution policy is not modified or revoked,
    the amount of distributions we pay under our cash distribution
    policy and the decision to make any distribution is determined
    by our general partner, taking into consideration the terms of
    our partnership agreement.
    Under
    Section 17-607
    of the Delaware Revised Uniform Limited Partnership Act, we may
    not make a distribution to you if the distribution would cause
    our liabilities to exceed the fair value of our assets.
    We may lack sufficient cash to pay distributions to our
    unitholders due to increases in our operating or general and
    administrative expenses, principal and interest payments on any
    outstanding debt, working capital requirements, maintenance
    capital expenditures and anticipated cash needs. Our cash
    available for distribution to unitholders is directly impacted
    by our cash expenses necessary to run our business 48




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##### Table of Contents




    We own a 25% general partnership interest in Northwest and a
    subsidiary of Williams owns the remaining 75% general
    partnership interest. Northwest is required by the terms of its
    general partnership agreement to make, on at least a quarterly
    basis, cash distributions equal to 100% of its available cash,
    which is defined to include Northwests cash and cash
    equivalents on hand at the end of the quarter less any reserves
    that may be deemed appropriate by Northwests management
    committee for the operation of Northwests business
    (including reserves for its future maintenance capital
    expenditures and for its anticipated future credit needs) or for
    its compliance with law or other agreements. The members of the
    management committee of Northwest, one of whom will be
    designated by us, will make the determinations related to
    Northwests available cash. The partnership agreement of
    Northwest may only be amended with the approval of Williams and
    us. Please read Certain Relationships and Related Party
    Transactions  Contracts with Affiliates 
    Northwest General Partnership Agreement.  Our
    Ability to Grow is Dependent on Our Ability to Access External
    Expansion Capital
    Our
    Initial Distribution Rate
   49




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##### Table of Contents



DistributionsNumber of


One


FourUnits


Quarter


QuartersPublicly held common units


13,000,000


$
3,737,500


$
14,950,000Common units held by Williams


3,003,565



863,525



3,454,100Subordinated units held by Williams


7,759,304



2,230,800



8,923,200General partner units held by
    Williams


484,957



139,425



557,700Total


24,247,826


$
6,971,250


$
27,885,000            50




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##### Table of Contents




    Unaudited Pro Forma Cash Available for Distribution for
    the Year Ended December 31, 2006 and Twelve Months Ended
    June 30, 2007, in which we present the amount of cash
    we would have had available for distribution for our fiscal year
    ended December 31, 2006 and for the twelve months ended
    June 30, 2007, as derived from our unaudited pro forma
    financial statements that are included in this prospectus, which
    unaudited pro forma financial statements are based on the
    audited historical financial statements of Williams Pipeline
    Partners Predecessor as of and for the year ended
    December 31, 2006 and the unaudited historical financial
    statements of Williams Pipeline Partners Predecessor as of and
    for the six months ended June 30, 2007, as adjusted to give
    pro forma effect to:  
    the transactions to be completed as of the closing of this
    offering; and
    this offering and the application of the net proceeds as
    described under Use of Proceeds.  
    Minimum Estimated Cash Available for Distribution for the
    Twelve Months Ending September 30, 2008, in which we
    demonstrate our anticipated ability to generate the minimum
    estimated cash available for distribution necessary for us to
    pay distributions at the initial distribution rate on all of our
    outstanding units for the twelve months ending
    September 30, 2008.  Unaudited
    Pro Forma Cash Available for Distribution for the Year Ended
    December 31, 2006 and Twelve Months Ended June 30,
    2007
    Schedule K-1
 51




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  UNAUDITED
    PRO FORMA CASH AVAILABLE FOR DISTRIBUTION
  Year Ended


Twelve MonthsDecember 31,


Ended June 30,2006


2007($ thousands, except per unit data)Pro forma net
    income(1)

$
18,417


$
29,970Less:Equity earnings from investment in
    Northwest


21,417



32,970Add:General and administrative expense
    credit (2)


2,000



2,000Cash available for distribution
    from Northwest (3)


(571
)


9,195Pro forma cash available for
    distribution

$
(1,571
)

$
8,195Pro forma cash
    distributionsDistributions per unit (4)

$
1.15


$
1.15Distributions to public common
    unitholders (4)


14,950



14,950Distributions to general partner
    (4)


12,935



12,935Total distributions

$
27,885


$
27,885Shortfall

$
(29,456
)

$
(19,690
)     (1)
    
    Reflects net income of Williams Pipeline Partners Predecessor
    derived from its historical financial statements for the periods
    indicated giving pro forma effect to this offering and the
    related transactions.(2)
    
    Williams will provide a general and administrative expense
    credit of $2.0 million for 2007 pro rated from the closing of
    this offering through the end of the year and will provide
    general and administrative expense credits of $2.0 million,
    $1.5 million, $1.0 million and $0.5 million in
    2008, 2009, 2010, and 2011, respectively. One-fourth of the
    respective annual credit will be contributed in each quarter. 52




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(3)
    
    Unaudited pro forma cash available for distribution from
    Northwest for the year ended December 31, 2006 and for the
    twelve months ended June 30, 2007 is calculated as follows:  Year Ended


Twelve MonthsDecember 31,


Ended June 30,Northwest

2006


2007(In thousands)Pro forma net income

$
85,668
(a
)

$
131,880
(a
)Add:Interest expense


42,916




49,122Depreciation


79,488
(b
)


83,709
(b
)Less:Regulatory credits


4,469




3,598Interest income


7,343




5,149Other income (expense), net


9,254
(c
)


26,654
(d
)Pro forma Adjusted
    EBITDA  100%

$
187,006



$
229,310Pro forma Adjusted
    EBITDA  25%


46,752




57,328Add:Cash received for interest income


7,682




5,023Less:Cash paid for interest expense


43,667




50,856Maintenance capital
    expenditures (e)


153,303




146,696Pro forma cash available for
    distribution  100%

$
(2,282

)

$
36,781Pro forma cash available for
    distribution  25%

$
(571

)

$
9,195   (a)
    
    Represents historical net income for the period, adjusted to
    reflect the depreciation of Williams purchase price allocation,
    the elimination of the provision for income taxes and the
    earnings associated with the Parachute Lateral.(b)
    
    Represents historical depreciation for Northwest adjusted to
    reflect depreciation associated with the Williams purchase price
    allocation.(c)
    
    Of this amount, $8.9 million is EAFUDC. The remaining
    $0.3 million consists of other miscellaneous income. See
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations.(d)
    
    Of this amount, $16.6 million represents a change in
    accounting estimate related to a pension regulatory liability.
    Northwest historically recorded a regulatory asset or liability
    for the difference between pension expense as estimated under
    Statement of Financial Accounting Standards No. 87,
    Employers Accounting for Pensions, and the
    amount Northwest funded as a contribution to its pension plans.
    As a result of recent information, including its most recent
    rate filing, Northwest re-assessed the probability of refunding
    or recovering this difference and concluded that it is not
    probable that it will be refunded or recoverable in future
    rates. Additionally, $6.0 million of this amount represents
    a recognition of previously deferred income related to the
    termination of the Grays Harbor transportation agreement, and
    $7.3 million is EAFUDC. The difference includes other
    miscellaneous expense of $3.2 million. See
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations and the audited
    financial statements of Northwest included elsewhere in this
    prospectus.(e)
    
    Maintenance capital expenditures are those expenditures required
    to maintain the existing operating capacity and service
    capability of assets including replacement of system components
    and equipment that are worn, obsolete, completing their useful
    life, or necessary to remain in compliance with environmental
    laws and regulations. 53




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(4)
    
    The table below sets forth the assumed number of common units,
    subordinated units and general partner units to be outstanding
    upon the closing of this offering and the estimated pro forma
    per unit and aggregate distribution amounts payable on such
    units for four quarters at our initial distribution rate of
    $0.2875 per unit per quarter ($1.15 per unit on an annualized
    basis).  Distribution forNumber of


Four QuartersUnits


Per Unit


AggregatePro forma distributions on
    publicly held common units


13,000,000


$
1.15


$
14,950,000Pro forma distributions on common
    units held by our general partner


3,003,565



1.15



3,454,100Pro forma distribution on
    subordinated units held by our general partner


7,759,304



1.15



8,923,200Pro forma distribution on general
    partner units held by our general partner


484,957



1.15



557,700Total


24,247,826






$
27,885,000   Minimum
    Estimated Cash Available for Distribution for the Twelve Months
    Ending September 30, 2008
       54




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55




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  UNAUDITED
    STATEMENT OF FORECASTED MINIMUM ESTIMATED CASH AVAILABLE
 FOR
    DISTRIBUTION
  Twelve Months EndingSeptember 30,2008(In thousands, exceptper unit data)Equity earnings from investment in
    Northwest

$
33,014General and administrative expenses


3,000Net income


30,014Add:General and administrative expense
    credit (1)


2,000Estimated cash distributions from
    Northwest (2)


30,249Less:Equity earnings from investment in
    Northwest


33,014Cash reserve (3)


1,364Minimum estimated cash available
    for distribution

$
27,885Per unit minimum annual
    distribution

$
1.15Annual distributions to:Public common unitholders

$
14,950Our general partner


12,935Total distributions to our
    unitholders and general partner

$
27,885     (1)
    
    Williams will provide us with a partial credit for general and
    administrative expenses incurred on our behalf through 2011. For
    2007, the amount of this credit will be $2.0 million on an
    annualized basis, but it will be pro rated from the closing of
    this offering through the end of the year. In 2008, the amount
    of the general and administrative expense credit will be
    $2.0 million and it will decrease by $0.5 million for
    each subsequent year. As a result, after 2011, we will no longer
    receive any credit and will be required to reimburse Williams
    for all of the general and administrative expenses incurred on
    our behalf.(2)
    
    Estimated cash available for distribution from Northwest for the
    twelve months ending September 30, 2008 is calculated in
    the table below.(3)
    
    Represents a discretionary reserve to be used for working
    capital, reinvestment and contingencies. 56




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##### Table of Contents



NORTHWEST
  UNAUDITED
    FORECASTED STATEMENT OF ESTIMATED CASH
 AVAILABLE
    FOR DISTRIBUTION
  Twelve Months EndingSeptember 30,2008(Unaudited)(In thousands)Operating revenues

$
419,826Operating expenses:General and administrative


63,722Operations and maintenance


76,702Depreciation


82,672Regulatory credits (1)


(3,520
)Taxes, other than income


19,986Other


120Total operating expenses


239,682Operating income


180,144Add:Interest income


65AFUDC (2)


3,842Other income (expense), net


742Less:Interest expense


52,739Net income


132,054Adjustments to reconcile net
    income to Adjusted EBITDAAdd:Depreciation


82,672Interest expense


52,739Less:Interest income


65Regulatory credits (1)


3,520AFUDC (2)


3,842Other income (expense), net


742Adjusted EBITDA 
    100%


259,296Adjusted EBITDA 
    25%


64,824Add:Cash received for interest income


65Less:Cash paid for interest expense


46,933Maintenance capital expenditures


91,431Cash available for
    distribution  100%

$
120,997Cash available for
    distribution  25%

$
30,249Estimated debt to total
    capitalization ratio as of September 30, 2008 (3)


0.44:1     (1)
    
    FERC has approved the accounting for the differences between
    book depreciation and Northwests levelized depreciation as
    a regulatory asset with an offsetting credit. Please read
    Note 1, Summary of Significant Accounting
    Policies  Property, Plant and Equipment to the
    financial statements of Northwest included elsewhere in this
    prospectus.(2)
    
    Allowance for funds used during construction (AFUDC), which is a
    non-cash item, represents the estimated cost of borrowed (debt
    AFUDC) and equity funds (EAFUDC) applicable to utility plant in
    process of construction and is included as a cost of property,
    plant and equipment because it constitutes an actual 57




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cost of construction under established regulatory practices. In
    Northwests historical financials, debt AFUDC is netted
    against interest expense and equity AFUDC is included in other
    income (expense), net.  (3)
    
    Williams has an unsecured $1.5 billion revolving credit
    agreement that terminates in May 2012. Northwest has access to
    $400.0 million under the agreement to the extent not
    otherwise utilized by Williams. The credit agreement contains
    financial covenants requiring Northwest and Williams to maintain
    a ratio of debt to total capitalization of not more than 0.55 to
    1, in the case of Northwest, and 0.65 to 1, in the case of
    Williams, in addition to other financial covenants. See
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Liquidity and
    Capital Resources of Northwest. For the year ended
    December 31, 2006 and for the six months ended
    June 30, 2007, Northwest and Williams were in compliance
    with these covenants. If an event of default exists under the
    credit agreement, the lenders will be able to accelerate the
    maturity of all borrowings under the credit agreement and
    exercise other rights and remedies.  Assumptions
    and Considerations
  General
          Northwest
   58




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Northwests
    Operating Revenues
          Northwests
    Operating Expenses
      
    We estimate that Northwests operations and maintenance and
    general and administrative expenses will be approximately
    $140.4 million for the twelve months ending
    September 30, 2008, as compared with $122.2 million
    and $127.2 million on a historical basis for the year ended
    December 31, 2006 and the twelve months ended June 30,
    2007, respectively. We estimate that Northwest will incur
    approximately $10.1 million in additional rental expense
    related to the Parachute Lateral and approximately
    $0.3 million of additional costs to operate the Parachute
    Lateral. Subject to FERC approval, the Parachute Lateral will
    not be owned by Northwest and will instead be transferred to an
    affiliate of Williams. We expect that the $10.4 million of
    expenses related to the Parachute Lateral will be offset by
    revenues collected from transportation services rendered by
    Northwest on the Parachute Lateral. Northwest recorded a credit
    of approximately $4.5 million related to its Salt Lake City
    building lease in the fourth quarter of 2006, with the costs
    being treated as a reduction in expenses. We estimate that
    Northwest 59




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##### Table of Contents




    Northwests operating expenses for the twelve months ended
    June 30, 2007 included a reduction in pension expense of
    approximately $16.6 million related to a regulatory
    liability reversal.
    We estimate that Northwests depreciation expense, net of
    regulatory credits, for the twelve months ending
    September 30, 2008 will be approximately
    $79.2 million, which is an increase of $8.4 million
    and $3.3 million when compared with the year ended
    December 31, 2006 and the twelve months ending
    June 30, 2007, respectively. This increase is due to
    property additions, primarily associated with the Capacity
    Replacement Project. Please see Business 
    Regulatory Matters  Capacity Replacement
    Project.
    We estimate that Northwests taxes other than income taxes
    for the twelve months ending September 30, 2008 will be
    approximately $20.0 million, which is an increase of
    $5.0 million and $8.6 million when compared with the
    year ended December 31, 2006 and the twelve months ended
    June 30, 2007, respectively. This increase is due to
    property additions, primarily associated with the Capacity
    Replacement Project.    
    There will not be any material expenditures related to new
    federal, state or local regulations or interpretations.
    There will not be any material change in the natural gas
    industry or in market, regulatory and general economic
    conditions that would affect Northwests or our cash
    available for distribution.
    Northwest will not undertake any extraordinary transactions that
    would affect its cash available for distribution or adjusted
    EBITDA.
    There will be no material nonperformance or credit-related
    defaults by Northwests suppliers, customers or vendors.    
    We expect Northwests maintenance capital expenditures to
    be approximately $91.4 million for the twelve months ending
    September 30, 2008, as compared with $153.3 million
    and $146.7 million for the year ended December 31,
    2006 and for the twelve months ended June 30, 2007,
    respectively. The decrease is due primarily to accelerated
    maintenance capital expenditures in prior periods associated
    with meeting regulatory compliance requirements related to
    pipeline integrity and reliability.
    We expect Northwests cash interest expense to be
    approximately $46.9 million for the twelve months ending
    September 30, 2008 as compared with $43.7 million and
    $50.9 million for the year ended December 31, 2006 and
    for the twelve months ended June 30, 2007, respectively.
    The decrease relative to the twelve months ended June 30,
    2007 is due primarily to the early retirement of
    $175.0 million of 8.125% senior notes in April 2007,
    partially offset by the issuance of $185.0 million of 5.95%
    senior notes in April 2007. The increase relative to the year
    ended December 31, 2006 is due primarily to the 60




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##### Table of Contents




    We expect Northwests expansion capital expenditures to be
    approximately $14.5 million for the twelve months ending
    September 30, 2008, as compared with $315.7 million
    and $255.4 million for the year ended December 31,
    2006 and the twelve months ended June 30, 2007,
    respectively. Northwests expansion capital expenditures
    for the twelve months ending September 30, 2008 are
    expected to include approximately $1.2 million associated
    with the Colorado Hub Connection Project and approximately
    $10.9 million associated with the Jackson Prairie
    underground storage facility. The majority of the expansion
    capital expenditures for the year ended December 31, 2006
    and for the twelve months ended June 30, 2007 were related
    to the Capacity Replacement Project and construction of the
    Parachute Lateral. Our forecast assumes that Northwest will fund
    its estimated expansion capital expenditures for the twelve
    months ending September 30, 2008 with cash on hand from
    amounts received as repayment by Williams of funds advanced to
    Williams from Northwest in connection with Northwests
    participation in Williams cash management program.
    However, these capital expenditures may instead be financed with
    borrowings under the Williams credit agreement.
    We expect that Northwest will remain in compliance with its debt
    covenants.   61




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##### Table of Contents



PROVISIONS
    OF OUR PARTNERSHIP AGREEMENT RELATING TO CASH
    DISTRIBUTIONS
  Set forth below is a summary of the significant provisions of
    our partnership agreement that relate to cash distributions.
  Distributions
    of Available Cash
  General
    Definition
    of Available Cash
    
    lessthe amount of cash reserves established by our
    general partner to:  
    provide for the proper conduct of our business, including
    necessary maintenance capital expenditures;
    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distribution to our unitholders and to our
    general partner for any one or more of the next four quarters;  
    plus, all cash on hand on the date of determination
    resulting from cash received after the end of that quarter in
    respect of our ownership interest in Northwest and attributable
    to its operations during that quarter; and
    plus, if our general partner so determines, all or a
    portion of cash on hand on the date of determination of
    available cash for the quarter resulting from working capital
    borrowings made subsequent to the end of such quarter.    Intent
    to Distribute Minimum Quarterly Distribution
    General
    Partner Interest and Incentive Distribution Rights
     62




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Operating
    Surplus and Capital Surplus
  General
    Operating
    Surplus
    
    $  million (as described below); plus
    all of our cash receipts after the closing of this offering
    (other than pursuant to the next bullet), excluding cash from
    our interim capital transactions (as defined below); plus
    all of our cash receipts after the end of a quarter but before
    the date of determination resulting from cash distributions paid
    on our ownership interest in Northwest (excluding any such
    amounts constituting either (i) cash proceeds from the
    balance of notes receivable outstanding as of the closing of
    this offering between Williams and Northwest under
    Williams cash management program, or (ii) the
    proceeds from Northwests interim capital transactions);
    plus
    working capital borrowings made after the end of a quarter but
    before the date of determination of operating surplus for the
    quarter; plus
    cash distributions paid on equity issued and interest payments
    (and related fees) made on debt incurred to finance all or a
    portion of the construction, acquisition, replacement or
    improvement of a capital asset (such as equipment or facilities)
    in respect of the period beginning on the date that we enter
    into a binding obligation to commence such construction,
    acquisition, replacement or improvement and ending on the
    earlier to occur of the date the capital improvement or capital
    asset commences commercial service or the date that it is
    abandoned or disposed of; less
    our operating expenditures (as defined below) after the closing
    of this offering, including maintenance capital expenditures
    (including capital contributions to Northwest to be used by it
    for maintenance capital expenditures); less
    the amount of cash reserves established by our general partner
    to provide funds for future operating expenditures; less
    all working capital borrowings not repaid within twelve months
    after having been incurred.     63




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##### Table of Contents



provided
  
    repayment of working capital borrowings deducted from operating
    surplus pursuant to the last bullet point of the definition of
    operating surplus above when such repayment actually occurs;
    payments (including prepayments and prepayment penalties) of
    principal of and premium on indebtedness, other than working
    capital borrowings;
    expansion capital expenditures;
    investment capital expenditures;
    payment of transaction expenses relating to interim capital
    transactions (as defined below);
    distributions to our partners (including distributions in
    respect of Class B common units, if any, and incentive
    distribution rights); or
    non-pro rata purchases of units of any class made with the
    proceeds of an interim capital transaction.         64




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##### Table of Contents



Capital
    Surplus
    
    borrowings other than working capital borrowings;
    sales of our equity and debt securities;
    sales or other dispositions of assets for cash, other than
    inventory, accounts receivable and other current assets sold in
    the ordinary course of business or as part of normal retirement
    or replacement of assets;
    the termination of interest rate swap agreements or commodity
    hedge contracts prior to the termination date specified therein;
    capital contributions received by us; and
    corporate reorganizations or restructurings.  Characterization
    of Cash Distributions
    Subordination
    Period
  General
   65




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##### Table of Contents



Subordination
    Period
    
    distributions of available cash from operating surplus on each
    of the outstanding common units and subordinated units equaled
    or exceeded the sum of the minimum quarterly distributions for
    each of the three consecutive, non-overlapping four-quarter
    periods immediately preceding that date;
    the adjusted operating surplus (as defined below)
    generated during each of the three consecutive, non-overlapping
    four-quarter periods immediately preceding that date equaled or
    exceeded the sum of the minimum quarterly distributions on all
    of the outstanding common units and subordinated units and the
    related distributions on the general partner units during those
    periods on a fully diluted basis; and
    there are no arrearages in payment of the minimum quarterly
    distribution on the common units.  Early
    Termination of the Subordination Period
    
    distributions of available cash from operating surplus on each
    outstanding common unit and subordinated unit equaled or
    exceeded $1.725 (150% of the annualized minimum quarterly
    distribution) for the four-quarter period immediately preceding
    such date;
    the adjusted operating surplus (as defined below)
    generated during the four-quarter period immediately preceding
    that date equaled or exceeded the sum of distributions of $1.725
    (150% of the annualized minimum quarterly distribution) on all
    of the outstanding common units and subordinated units and the
    related distributions on the general partner units during that
    period on a fully diluted basis; and
    there are no arrearages in payment of the minimum quarterly
    distribution on the common units.  Expiration
    of the Subordination Period
    
    the subordination period will end and each subordinated unit
    will immediately convert into one common unit;
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    the general partner will have the right to convert its general
    partner units and its incentive distribution rights into common
    units or to receive cash in exchange for those interests.  2 3
  Adjusted
    Operating Surplus
   66




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
    operating surplus generated with respect to that period
    (excluding any amounts attributable to the item described in the
    first bullet point under the caption  Operating
    Surplus and Capital Surplus  Operating Surplus
    above); less
    any net increase in working capital borrowings with respect to
    that period; less
    any net decrease in cash reserves for operating expenditures
    with respect to that period not relating to an operating
    expenditure made with respect to that period; plus
    any net decrease in working capital borrowings with respect to
    that period; plus
    any net increase in cash reserves for operating expenditures
    with respect to that period required by any debt instrument for
    the repayment of principal, interest or premium.  Distributions
    of Available Cash from Operating Surplus During the
    Subordination Period
    
    first, 98% to the common unitholders, pro rata, and 2% to
    the general partner, until we distribute for each outstanding
    common unit an amount equal to the minimum quarterly
    distribution for that quarter;
    second, 98% to the common unitholders, pro rata, and 2%
    to the general partner, until we distribute for each outstanding
    common unit an amount equal to any arrearages in payment of the
    minimum quarterly distribution on the common units for any prior
    quarters during the subordination period;
    third, 98% to the subordinated unitholders, pro rata, and
    2% to the general partner, until we distribute for each
    subordinated unit an amount equal to the minimum quarterly
    distribution for that quarter; and
    thereafter, in the manner described in 
    General Partner Interest and Incentive Distribution Rights
    below.    Distributions
    of Available Cash from Operating Surplus After the Subordination
    Period
    
    first, 98% to all common unitholders, pro rata, and 2% to
    the general partner, until we distribute for each outstanding
    unit an amount equal to the minimum quarterly distribution for
    that quarter; and
    thereafter, in the manner described in 
    General Partner Interest and Incentive Distribution Rights
    below.    General
    Partner Interest and Incentive Distribution Rights
   67




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
    we have distributed available cash from operating surplus to the
    common and subordinated unitholders in an amount equal to the
    minimum quarterly distribution; and
    we have distributed available cash from operating surplus on
    outstanding common units in an amount necessary to eliminate any
    cumulative arrearages in payment of the minimum quarterly
    distribution;    
    first, 98% to all common and subordinated unitholders,
    pro rata, and 2% to our general partner, until each common and
    subordinated unitholder receives a total of $0.330625 per unit
    for that quarter, or the first target distribution;
    second, 85% to all common and subordinated unitholders,
    pro rata, and 15% to our general partner, until each common and
    subordinated unitholder receives a total of $0.359375 per unit
    for that quarter, or the second target distribution;
    third, 75% to all common and subordinated unitholders,
    pro rata, and 25% to our general partner, until each common and
    subordinated unitholder receives a total of $0.431250 per unit
    for that quarter, or the third target distribution; and
    thereafter, 50% to all common and subordinated
    unitholders, pro rata, and 50% to our general partner. 68




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##### Table of Contents



Percentage
    Allocations of Available Cash from Operating
    Surplus
    Marginal PercentageTotal Quarterly

Interest in DistributionDistribution per Unit




GeneralTarget Amount

Unitholders


PartnerMinimum quarterly distribution

$0.287500


98
%


2
%First target distribution

up to $0.330625


98
%


2
%Second target distribution

above $0.330625
    up to $0.359375


85
%


15
%Third target distribution

above $0.359375
    up to $0.431250


75
%


25
%Thereafter

above $0.431250


50
%


50
%   General
    Partners Right to Reset Incentive Distribution
    Levels
       69




---



##### Table of Contents



pari passu
    
    first, 98% to all common unitholders, pro rata, and 2% to
    our general partner, until each common unitholder receives an
    amount equal to 115% of the reset minimum quarterly distribution
    amount for that quarter;
    second, 85% to all common unitholders, pro rata, and 15%
    to our general partner, until each common unitholder receives an
    amount per unit equal to 125% of the reset minimum quarterly
    distribution amount for that quarter;
    third, 75% to all common unitholders, pro rata, and 25%
    to our general partner, until each common unitholder receives an
    amount per unit equal to 150% of the reset minimum quarterly
    distribution amount for that quarter; and
    thereafter, 50% to all common unitholders, pro rata, and
    50% to our general partner.    Marginal PercentageQuarterly Distribution

Interest in Distribution

Quarterly Distributionper Unit



General

per Unit followingPrior to Reset

Unitholders

Partner

Hypothetical ResetMinimum quarterly distribution

$0.287500


98
%


2
%

$0.60First target distribution

up to $0.330625


98
%


2
%

up to $0.69(1)Second target distribution

above $0.330625 up to $0.359375


85
%


15
%

above $0.69 up to $0.75(2)Third target distribution

above $0.359375 up to $0.431250


75
%


25
%

above $0.75 up to $0.90(3)Thereafter

above $0.431250


50
%


50
%

above $0.90(3)     (1)
    
    This amount is 115% of the hypothetical reset minimum quarterly
    distribution amount.(2)
    
    This amount is 125% of the hypothetical reset minimum quarterly
    distribution amount.(3)
    
    This amount is 150% of the hypothetical reset minimum quarterly
    distribution amount. 70




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##### Table of Contents



Quarterly


Common


General Partner Cash Distributions Prior to ResetDistribution


Unitholders Cash


Class B


2% General


Incentiveper Unit


Distributions


Common


Partner


Distribution





TotalPrior Reset


Prior to Reset


Units


Interest


Rights


Total


DistributionsMinimum quarterly distribution

$
0.287500


$
6,831,825


$



$
139,425


$



$
139,425


$
6,971,250First target distribution

$
0.330625



1,024,774







20,914







20,914



1,045,688Second target distribution

$
0.359375



683,183







16,075



104,487



120,562



803,745Third target distribution

$
0.431250



1,707,956







45,546



523,773



569,319



2,277,275Thereafter

$
0.431250



4,009,984







160,399



3,849,585



4,009,984



8,019,968$
14,257,722


$



$
382,359


$
4,477,845


$
4,860,204


$
19,117,926     General Partner Cash Distributions After ResetClass BCommonQuarterly


Common


Units


2%Distribution


Unitholders Cash


Issued as a


General


Incentiveper Unit


Distributions


Result


Partner


Distribution





TotalAfter Reset


After Reset


of the Reset


Interest


Rights


Total


DistributionsMinimum quarterly distribution

$
0.60


$
14,257,722


$
4,477,845


$
382,359


$



$
4,860,204


$
19,117,926First target distribution

$
0.69























Second target distribution

$
0.75























Third target distribution

$
0.90























Thereafter

$
0.90























$
14,257,722


$
4,477,845


$
382,359


$



$
4,860,204


$
19,117,926   provided
 71




---



##### Table of Contents



Distributions
    from Capital Surplus
  How
    Distributions from Capital Surplus Will Be Made
    
    first, 98% to all common and subordinated unitholders,
    pro rata, and 2% to our general partner, until we distribute for
    each common unit that was issued in this offering an amount of
    available cash from capital surplus equal to the initial public
    offering price;
    second, 98% to the common unitholders, pro rata, and 2%
    to our general partner, until we distribute for each common unit
    an amount of available cash from capital surplus equal to any
    unpaid arrearages in payment of the minimum quarterly
    distribution on the common units; and
    thereafter, we will make all distributions of available
    cash from capital surplus as if they were from operating surplus.  Effect
    of a Distribution from Capital Surplus
      Adjustment
    to the Minimum Quarterly Distribution and Target Distribution
    Levels
    
    the minimum quarterly distribution;
    target distribution levels;
    the unrecovered initial unit price; and
    the number of common units into which a subordinated unit is
    convertible.     72




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##### Table of Contents



Distributions
    of Cash Upon Liquidation
  General
      Manner
    of Adjustments for Gain
    
    first, to our general partner and the holders of units
    who have negative balances in their capital accounts to the
    extent of and in proportion to those negative balances;
    second, 98% to the common unitholders, pro rata, and 2%
    to our general partner, until the capital account for each
    common unit is equal to the sum of: (1) the unrecovered
    initial unit price; (2) the amount of the minimum quarterly
    distribution for the quarter during which our liquidation
    occurs; and (3) any unpaid arrearages in payment of the
    minimum quarterly distribution;
    third, 98% to the Class B common unitholders, pro
    rata, and 2% to our general partner, until the capital account
    for each Class B common unit is equal to the sum of:
    (1) the unrecovered initial unit price; and (2) the
    amount for the minimum quarterly distribution for the quarter
    during which our liquidation occurs;
    fourth, 98% to the subordinated unitholders, pro rata,
    and 2% to our general partner until the capital account for each
    subordinated unit is equal to the sum of: (1) the
    unrecovered initial unit price; and (2) the amount of the
    minimum quarterly distribution for the quarter during which our
    liquidation occurs;
    fifth, 98% to all common and subordinated unitholders,
    pro rata, and 2% to our general partner, until we allocate under
    this paragraph an amount per common unit equal to: (1) the
    sum of the excess of the first target distribution per common
    unit over the minimum quarterly distribution per common unit for
    each quarter of our existence; less (2) the
    cumulative amount per common unit of any distributions of
    available cash from operating surplus in excess of the minimum
    quarterly distribution per common unit that we distributed 98%
    to the common and subordinated unitholders, pro rata, and 2% to
    our general partner, for each quarter of our existence;
    sixth, 85% to all common and subordinated unitholders,
    pro rata, and 15% to our general partner, until we allocate
    under this paragraph an amount per common unit equal to:
    (1) the sum of the excess of the 73




---



##### Table of Contents



less
  
    seventh, 75% to all common and subordinated unitholders,
    pro rata, and 25% to our general partner, until we allocate
    under this paragraph an amount per common unit equal to:
    (1) the sum of the excess of the third target distribution
    per common unit over the second target distribution per common
    unit for each quarter of our existence; less (2) the
    cumulative amount per common unit of any distributions of
    available cash from operating surplus in excess of the second
    target distribution per common unit that we distributed 75% to
    the common and subordinated unitholders, pro rata, and 25% to
    our general partner for each quarter of our existence; and
    thereafter, 50% to all common and subordinated
    unitholders, pro rata, and 50% to our general partner.      Manner
    of Adjustments for Losses
    
    first, 98% to holders of subordinated units in proportion
    to the positive balances in their capital accounts and 2% to our
    general partner, until the capital accounts of the subordinated
    unitholders have been reduced to zero;
    second, 98% to the holders of Class B common units
    in proportion to the positive balances in their capital accounts
    and 2% to our general partner, until the capital accounts of the
    Class B common unitholders have been reduced to zero;
    third, 98% to the holders of common units in proportion
    to the positive balances in their capital accounts and 2% to our
    general partner, until the capital accounts of the common
    unitholders have been reduced to zero; and
    thereafter, 100% to our general partner.    Adjustments
    to Capital Accounts
   74




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##### Table of Contents



SELECTED
    HISTORICAL AND PRO FORMA
    FINANCIAL AND OPERATING DATA
        
    the issuance by Williams Pipeline Partners L.P. of common units
    to the public and its purchase of a 13.4% interest in Northwest,
    followed by a distribution by Northwest of a portion of the
    proceeds to a subsidiary of Williams as a reimbursement for
    capital expenditures incurred with respect to Northwests
    assets;
    the payment of estimated underwriting commissions and other
    offering expenses;
    the conversion of Northwest Pipeline Corporation to a general
    partnership; and
    the transfer of the Parachute Lateral to an affiliate of
    Williams (as discussed in Business  Capital
    Projects  Parachute Lateral).    
    Northwests Adjusted EBITDA;
    Williams Pipeline Partners Predecessors historical and our
    pro forma cash available for distribution; and
    Northwests cash available for distribution.     75




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##### Table of Contents



Williams
    Pipeline Partners Predecessor and Williams Pipeline Partners
    L.P.
  Williams Pipeline Partners L.P.Pro FormaWilliams Pipeline Partners Predecessor


Year


Six MonthsSix Months Ended


Ended


EndedYear Ended December 31,


June 30,


December 31,


June 30,2002


2003


2004


2005


2006


2006


2007


2006


2007(Thousands of dollars, except per unit measures)Income Statement Data:Equity earnings from investment in
    Northwest(1)

$
18,882


$
17,653


$
18,494


$
17,244


$
13,616


$
8,010


$
15,186


$
21,417


$
24,087General and administrative
    expenses(2)






























(3,000
)


(1,500
)Net income

$
18,882


$
17,653


$
18,494


$
17,244


$
13,616


$
8,010


$
15,186


$
18,417


$
22,587Net income per limited
    partners unit (basic and diluted)Common units





























$
0.84


$
0.87Subordinated units






























0.84



0.87Balance Sheet Data (at period
    end):Investment in Northwest(1)

$
162,393


$
180,753


$
184,343


$
189,087


$
214,486






$
229,822






$
278,374Total partners capital


162,393



180,753



184,343



189,087



214,486







229,822







278,374Other Financial Data:Cash available for distribution
    (unaudited)

$
38,868


$
41,659


$
28,488


$
19,013


$
(571
)

$
11,044


$
21,128


$
(1,571
)

$
20,309     (1)
    
    The acquisition of Northwest in 1983 by Williams was accounted
    for using the purchase method of accounting. Accordingly,
    Williams performed an allocation of the purchase price to
    Northwests assets and liabilities, based on their
    estimated fair values at the time of the acquisition. The
    purchase price allocation was not pushed down to Northwest, as
    FERC policy does not permit Northwest to recover these amounts
    through its rates, and Northwest is not required to reflect
    Williams purchase price allocation in its financial
    statements. The financial statements of Northwest included
    elsewhere herein reflect the original basis in its assets and
    liabilities and exclude the impacts from the excess purchase
    price allocation. The income statements of Williams Pipeline
    Partners Predecessor have been adjusted to include its 25% share
    of the after-tax depreciation of the purchase price allocation
    from Williams in the amount of $1.3 million for the year
    ended December 31, 2002 and $0.7 million for each of
    the years ended December 31, 2003, 2004, 2005 and 2006, and
    $0.3 million for each of the six months ended June 30, 2006
    and 2007. The balance sheets of Williams Pipeline Partners
    Predecessor have been adjusted to include its 25%  interest in
    the purchase price allocation from Williams in the amount of
    $13.9 million, $13.3 million, $12.6 million,
    $11.9 million and $11.2 million as of December 31,
    2002, 2003, 2004, 2005 and 2006, respectively, and
    $11.6 million and $10.9 million as of June 30, 2006
    and 2007, respectively.(2)
    
    Upon completion of this offering, we anticipate incurring
    incremental general and administrative expenses of approximately
    $3.0 million per year as a result of being a publicly
    traded partnership. Williams will provide us with a partial
    credit for general and administrative expenses incurred on our
    behalf through 2011. For 2007, the amount of this credit will be
    $2.0 million on an annualized basis, but it will be pro
    rated from the closing of this offering through the end of the
    year. In 2008, the amount of the general and administrative
    expense credit will be $2.0 million, and it will decrease
    by $0.5 million for each 76




---



##### Table of Contents



subsequent year. As a result, after 2011, we will no longer
    receive any credit and will be required to reimburse Williams
    for all of the general and administrative expenses incurred on
    our behalf.  Northwest
    Six Months EndedYear Ended December 31,


June 30,2002


2003


2004


2005


2006


2006


2007(Thousands of dollars)Income Statement Data:Operating revenues

$
297,619


$
323,353


$
338,532


$
321,457


$
324,250


$
159,553


$
205,698Operating expenses:General and administrative


49,338



45,693



51,062



49,749



56,463



26,865



31,355Operation and maintenance


32,279



31,842



42,878



53,330



65,763



30,334



30,844Depreciation


58,988



66,735



65,615



66,333



75,192



35,184



39,405Regulatory credits


28



(6,357
)


(7,180
)


(4,446
)


(4,469
)


(2,616
)


(1,745
)Taxes, other than income taxes


12,352



19,220



17,492



15,115



15,018



8,914



6,480Regulatory liability reversal


























(16,562
)(A)Impairment charges






25,643
(B)


8,872
(C)














Total operating expenses


152,985



182,776



178,739



180,081



207,967



98,681



89,777Operating income


144,634



140,577



159,793



141,376



116,283



60,872



115,921Other income (net)


10,374



14,178



5,278



10,597



16,597



10,915



9,559Interest charges:Interest on long-term debt


25,577



37,144



38,721



38,164



43,649



19,189



24,104Other interest


2,688



3,388



3,368



3,389



3,824



1,913



2,538Allowance for borrowed funds used
    during construction


(2,638
)


(3,589
)


(452
)


(1,529
)


(4,557
)


(1,600
)


(934
)Total interest charges


25,627



36,943



41,637



40,024



42,916



19,502



25,708Income before income taxes


129,381



117,812



123,434



111,949



89,964



52,285



99,772Provision for income taxes


48,750



44,518



46,779



40,194



32,821



18,909



37,851Net income

$
80,631


$
73,294


$
76,655


$
71,755


$
57,143


$
33,376


$
61,921     (A)
    
    Change in accounting estimate related to a pension regulatory
    liability. Northwest historically recorded a regulatory asset or
    liability for the difference between pension expense as
    estimated under Statement of Financial Accounting Standards
    No. 87, Employers Accounting for
    Pensions, and the amount Northwest funded as a
    contribution to its pension plans. As a result of recent
    information, including its most recent rate filing, Northwest
    re-assessed the probability of refunding this difference and
    concluded that it is not probable that it will be refunded in
    future rates.(B)
    
    Subsequent to the implementation of newly developed service
    delivery software at Transcontinental Gas Pipe Line Corporation
    in 2003 and a determination of the unique and additional
    programming requirements that would be needed to complete the
    system for Northwest, management determined that the system
    would not be implemented. Accordingly, all costs incurred were
    written off at that time.(C)
    
    Previously capitalized costs related to one segment of the
    Northwest system that was not returned to service.  77




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##### Table of Contents



Six Months EndedYear Ended December 31,


June 30,2002


2003


2004


2005


2006


2006


2007(Thousands of dollars, except operating data)Cash Flow and Other Financial
    Data:Net cash provided by operating
    activities

$
136,487


$
218,808


$
181,848


$
108,135


$
189,258


$
90,263


$
89,752Adjusted EBITDA (unaudited)


203,650



226,598



227,100



203,263



187,006



93,440



137,019Cash available for distribution
    (unaudited)


147,471



166,634



113,951



76,050



(2,282
)


44,174



84,512Capital expenditures:Expansion capital (unaudited)


146,645



260,787



22,667



40,650



315,706



100,760



40,404Maintenance capital (unaudited)


32,560



30,148



79,094



95,053



153,303



33,896



27,289Allowance for borrowed funds used
    during construction


2,638



3,589



452



1,529



4,557



1,600



934Total Capital Expenditures


181,843



294,524



102,213



137,232



473,566



136,256



68,627Balance Sheet Data (at period
    end):Net property, plant and equipment

$
1,104,565


$
1,312,949


$
1,340,036


$
1,328,895


$
1,776,023






$
1,811,077Total assets


1,232,673



1,530,704



1,589,936



1,616,104



1,992,854







2,014,666Long-term debt, including current
    maturities


367,523



535,042



527,562



520,080



687,075







696,487Total common stockholders
    equity


593,839



669,959



687,002



708,757



813,037







875,558Operating Data (amounts in
    Tbtu):Transportation volumes


729



682



650



673



676



322



360Average daily transportation volumes


2.0



1.9



1.8



1.8



1.9



1.8



2.0Average daily reserved capacity
    under long-term base firm contracts, excluding peak capacity of
    0.9 Tbtu


2.3



2.5



2.5



2.5



2.5



2.5



2.5Average daily reserved capacity
    under short-term firm contracts


0.5



0.5



0.6



0.8



0.9



0.8



0.8   Non-GAAP Financial
    Measures
            
    the financial performance of our assets without regard to
    financing methods, capital structure or historical cost basis;
    the ability of our assets to generate cash sufficient to pay
    interest on our indebtedness and to make distributions; and
    our operating performance and return on invested capital as
    compared to those of other publicly traded partnerships that own
    energy infrastructure assets, without regard to their financing
    methods and capital structure. 78




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##### Table of Contents



Williams
    Pipeline Partners Predecessor and Williams Pipeline Partners
    L.P. (Unaudited)
  Williams Pipeline Partners Predecessor


Williams Pipelines Partners L.P. Pro FormaSix MonthsYear Ended


EndedYear Ended December 31,


Six Months Ended June 30,


December 31,


June 30,2002


2003


2004


2005


2006


2006


2007


2006


2007(Thousands of dollars)Reconciliation of Non-GAAP
    Cash available for distribution to GAAP Net
    incomeNet income

$
18,882


$
17,653


$
18,494


$
17,244


$
13,616


$
8,010


$
15,186


$
18,417


$
22,587Less:Equity earnings from investment in
    Northwest


18,882



17,653



18,494



17,244



13,616



8,010



15,186



21,417



24,087Add:General and administrative expense
    credit






























2,000



1,000Cash available for distribution
    from Northwest


36,868



41,659



28,488



19,013



(571
)


11,044



21,128



(571
)


20,809Cash available for
    distribution

$
36,868


$
41,659


$
28,488


$
19,013


$
(571
)

$
11,044


$
21,128


$
(1,571
)

$
20,309Reconciliation of Non-GAAP
    Cash available for distribution to GAAP Net
    cash provided by operating activitiesNet cash provided by operating
    activities

$



$



$



$



$



$



$



$
(3,000
)

$
(1,500
)Add:General and administrative expense
    credit






























2,000



1,000Cash available for distribution
    from Northwest


36,868



41,659



28,488



19,013



(571
)


11,044



21,128



(571
)


20,809Cash available for
    distribution

$
36,868


$
41,659


$
28,488


$
19,013


$
(571
)

$
11,044


$
21,128


$
(1,571
)

$
20,309  79




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##### Table of Contents



Northwest
    (Unaudited)
  Year Ended December 31,


Six Months Ended June 30,2002


2003


2004


2005


2006


2006


2007Reconciliation of Non-GAAP
    Adjusted EBITDA and Cash Available for
    Distribution to GAAP Net
    incomeNet income

$
80,631


$
73,294


$
76,655


$
71,755


$
57,143


$
33,376


$
61,921Add:Interest expense


25,627



36,943



41,637



40,024



42,916



19,502



25,708Income tax expense


48,750



44,518



46,779



40,194



32,821



18,909



37,851Depreciation


58,988



66,735



65,615



66,333



75,192



35,184



39,405Less:Regulatory credits


(28
)


6,357



7,180



4,446



4,469



2,616



1,745Interest income


1,863



3,326



4,857



6,621



7,343



3,196



1,002Other income (expense), net


8,511



(14,791
)


(8,451
)


3,976



9,254



7,719



25,119Adjusted EBITDA 
    100%

$
203,650


$
226,598


$
227,100


$
203,263


$
187,006


$
93,440


$
137,019Adjusted EBITDA 
    25%

$
50,913


$
56,650


$
56,775


$
50,816


$
46,752


$
23,360


$
34,255Add:Cash received for interest income

$
1,958


$
2,835


$
5,066


$
6,286


$
7,682


$
3,525


$
866Less:Cash paid for interest expense


25,577



32,651



39,121



38,446



43,667



18,895



26,084Maintenance capital expenditures


32,560



30,148



79,094



95,053



153,303



33,896



27,289Cash available for
    distribution  100%

$
147,471


$
166,634


$
113,951


$
76,050


$
(2,282
)

$
44,174


$
84,512Cash available for
    distribution  25%

$
36,868


$
41,659


$
28,488


$
19,013


$
(571
)

$
11,044


$
21,128Reconciliation of Non-GAAP
    Adjusted EBITDA and Cash available for
    distribution to GAAP Net cash provided by operating
    activitiesNet cash provided by operating
    activities

$
136,487


$
218,808


$
181,848


$
108,135


$
189,258


$
90,263


$
89,752Interest income


(1,863
)


(3,326
)


(4,857
)


(6,621
)


(7,343
)


(3,196
)


(1,002
)Interest expense


25,627



36,943



41,637



40,024



42,916



19,502



25,708Income taxes


32,794



(7,217
)


13,255



58,765



3,290



1,154



18,097Other


(3,502
)


(6,609
)


(3,804
)


(5,201
)


(2,753
)


(5,520
)


(5,452
)Changes in operating working
    capital:Accounts receivable, including
    current income taxes


12,639



(1,920
)


(1,495
)


3,850



(1,384
)


(4,224
)


5,250Other current assets


154



(5,545
)


4,181



5,196



1,627



(7,246
)


(5,016
)Accounts payable, including current
    income taxes


2,940



(6,079
)


1,260



6,854



(40,477
)


(6,519
)


(425
)Other current liabilities


(2,572
)


542



(8,187
)


(11,072
)


4,357



7,621



8,898Other, including changes in
    noncurrent assets and liabilities


946



1,001



3,262



3,333



(2,485
)


1,605



1,209Adjusted EBITDA 
    100%

$
203,650


$
226,598


$
227,100


$
203,263


$
187,006


$
93,440


$
137,019Adjusted EBITDA 
    25%

$
50,913


$
56,650


$
56,775


$
50,816


$
46,752


$
23,360


$
34,255Add:Cash received for interest income

$
1,958


$
2,835


$
5,066


$
6,286


$
7,682


$
3,525


$
866Less:Cash paid for interest expense


25,577



32,651



39,121



38,446



43,667



18,895



26,084Maintenance capital expenditures


32,560



30,148



79,094



95,053



153,303



33,896



27,289Cash available for
    distribution  100%

$
147,471


$
166,634


$
113,951


$
76,050


$
(2,282
)

$
44,174


$
84,512Cash available for
    distribution  25%

$
36,868


$
41,659


$
28,488


$
19,013


$
(571
)

$
11,044


$
21,128  80




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##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONS
  You should read the following discussion of the financial
    condition and results of operations of Northwest in conjunction
    with Northwests historical financial and operating data
    included elsewhere in this prospectus. Because our only asset is
    an investment in Northwest, we include separate historical
    financial statements and notes of Northwest in this prospectus,
    as well as the discussion of its financial condition and results
    of operations presented below. You should also read this
    analysis in conjunction with the historical financial statements
    of Williams Pipeline Partners Predecessor and the pro forma
    financial statements of Williams Pipeline Partners L.P. and the
    notes to those financial statements found elsewhere in this
    prospectus.
  Overview
      How
    We Evaluate Our Operations
    
    the level of capacity reserved under Northwests long-term
    firm transportation and storage contracts;
    the level of revenues provided by Northwests short-term
    firm and interruptible transportation and storage services;
    Northwests operating expenses;
    Northwests Adjusted EBITDA; and
    our and Northwests estimated cash available for
    distribution.  Long-Term
    Firm Service
   81




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Short-Term
    Firm and Interruptible Service
    Northwests
    Operating Expenses
    Northwests
    Adjusted EBITDA
    Our
    Cash Available for Distribution
    Northwests
    Cash Available for Distribution
       82




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Results
    of Operations of Northwest
  In the following discussion of the results of Northwest, all
    amounts represent 100% of the operations of Northwest, in which
    we will hold a 25% general partnership interest following the
    closing of this offering. The discussion and analysis of
    Northwests financial condition and operations are based on
    Northwests financial statements, which were prepared in
    accordance with GAAP. The following discussion and analysis
    should be read in conjunction with Northwests financial
    statements and the related notes appearing elsewhere in this
    prospectus.
  Northwests
    Operations
    Transportation Services.
    Storage Services.
  Trends and Uncertainties.
  
    increasing competition for natural gas supplies originating in
    Northwests traditional supply areas; 83




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
    increasing competition from existing and proposed pipelines
    providing natural gas to Northwests market areas;
    a preference by customers to have firm contracts of shorter
    duration when the primary terms of their existing long-term
    contracts expire;
    increased demand for natural gas in Northwests traditional
    market areas, especially on peak days, exceeding existing
    transportation and storage capacity in the region;
    the expiration of the Pan Alberta contract in 2012 and
    uncertainty as to whether that capacity will be recontracted
    through the Colorado Hub Connection Project or other
    means; and
    the potential for LNG to become an important source of supply
    for Northwests customers.    Critical
    Accounting Policies and Estimates
    Regulation
    Accounting for the Effects of
    Certain Types of Regulation,
  Basis
    of Presentation
   84




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Property,
    Plant and Equipment
    25-year 15-year
    Accounting for Asset Retirement Obligations,
  Allowance
    for Borrowed and Equity Funds Used During
    Construction
    Income
    Taxes
      Deferred
    Charges
   85




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Exchange
    Gas Imbalances
    Revenue
    Recognition
    Contingencies
    Environmental
    Liabilities
   86




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##### Table of Contents



Northwests
    Results of Operations
  Overview
    Year Ended December 31,


Six Months Ended June 30,2004


2005


2006


2006


2007(audited)


unaudited(In thousands)Income Statement
    Data:Operating revenues

$
338,532


$
321,457


$
324,250


$
159,553


$
205,698Operating expenses:General and administrative


51,062



49,749



56,463



26,865



31,355Operation and maintenance


42,878



53,330



65,763



30,334



30,844Depreciation


65,615



66,333



75,192



35,184



39,405Regulatory credits


(7,180
)


(4,446
)


(4,469
)


(2,616
)


(1,745
)Taxes, other than income taxes


17,492



15,115



15,018



8,914



6,480Regulatory liability reversal


















(16,562
)Impairment charges


8,872















Total operating expenses


178,739



180,081



207,967



98,681



89,777Operating income


159,793



141,376



116,283



60,872



115,921Other income (net)


5,278



10,597



16,597



10,915



9,559Interest charges:Interest on long-term debt


38,721



38,164



43,649



19,189



24,104Other interest


3,368



3,389



3,824



1,913



2,538Allowance for borrowed funds used
    during construction


(452
)


(1,529
)


(4,557
)


(1,600
)


(934
)Total interest charges


41,637



40,024



42,916



19,502



25,708Income before income taxes


123,434



111,949



89,964



52,285



99,772Provision for income taxes


46,779



40,194



32,821



18,909



37,851Net income

$
76,655


$
71,755


$
57,143


$
33,376


$
61,921Adjusted EBITDA(unaudited)(a)(b)

$
227,100


$
203,263


$
187,006


$
93,440


$
137,019Cash available for distribution
    (unaudited)(b)(c)

$
113,951


$
76,050


$
(2,282
)

$
44,174


$
84,512     (a)
    
    We define Northwests Adjusted EBITDA as net income, plus
    interest expense net of non-cash debt AFUDC, income tax expense
    and depreciation and amortization, less regulatory credits,
    interest income and other income (expense), net. Other income
    (expense), net primarily consists of non-cash EAFUDC, and
    certain other items, including non-cash items.(b)
    
    For a reconciliation of this measure to its most directly
    comparable financial measures calculated and presented in
    accordance with GAAP, please see Selected Historical and
    Pro Forma Financial and Operating Data 
    Non-GAAP Financial Measures. 87




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##### Table of Contents



(c)
    
    We define Northwests cash available for distribution as
    its Adjusted EBITDA, plus cash received for interest income,
    less cash paid for interest expense and maintenance capital
    expenditures.  Six
    Months Ended June 30, 2006 and June 30,
    2007
                Years
    Ended December 31, 2005 and 2006
       88




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Years
    Ended December 31, 2004 and 2005
      26-inch
    short-term
   89




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Liquidity
    and Capital Resources of Northwest
    Working
    Capital
      Short-Term
    Liquidity
      Credit
    Agreement
     90




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##### Table of Contents



Long-Term
    Financing
      
    $250,000,000 of 6.625% senior notes due December 1,
    2007, which are not redeemable prior to maturity;
    $175,000,000 of 7.00% senior notes due June 15, 2016,
    which may be redeemed at any time pursuant to the terms of such
    notes;
    $185,000,000 of 5.95% senior notes due April 15, 2017,
    which may be redeemed at any time pursuant to the terms of such
    notes;
    $85,000,000 of 7.125% senior notes due December 1,
    2025, which may not be redeemed prior to maturity; and
    $2,867,000 of 9.00% senior notes with sinking fund
    provisions payable through 2007.  Capital
    Requirements
         91




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##### Table of Contents



Commitments
    2007


2008-2009


2010-2011


Thereafter


TotalLong-term debt, including current
    portion:Principal

$
252.9


$



$
175.0


$
260.0


$
687.9Interest


49.3



65.1



43.7



139.9



298.0Operating leases


6.4



12.7











19.1Purchase obligations:Natural gas purchase, storage,
    transportation and construction


62.8



5.3



4.3



2.0



74.4Other


1.4



0.6



0.1



0.1



2.2Total

$
372.8


$
83.7


$
223.1


$
402.0


$
1,081.6   Off-Balance
    Sheet Arrangements
    Impact
    of Inflation
    Environmental
    Matters
   92




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clean-up clean-ups
  Safety
    Matters
  Pipeline
    Integrity Regulations
    Termination
    of the Grays Harbor Transportation Agreement
           93




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Legal
    Matters
    Recent
    Accounting Pronouncements
          FERC
    Accounting and Reporting Guidance
    Liquidity
    and Capital Resources of Williams Pipeline Partners
    L.P.
    twelve-month
 94




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Quantitative
    and Qualitative Disclosures About Market Risk
    December 31, 2006


June 30, 2007(Thousands of dollars)Fixed rates on
    long-term
    debt:5.95% senior notes due 2017

$



$
185,0006.625% senior notes due 2007


250,000



250,0007.00% senior notes due 2016


175,000



175,0007.125% senior notes due 2025


85,000



85,0008.125% senior notes due 2010


175,000



9.00% senior notes due 2004
    through 2007


2,867



2,867687,867



697,867Unamortized debt discount


792



1,380Total long-term debt

$
687,075


$
696,487      95




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INDUSTRY
    OVERVIEW
      Natural
    Gas Demand
    U.S. Natural Gas Consumption
  
    Source:
     96




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Natural
    Gas Supply
    U.S. Natural Gas Production
  
    Source:
   97




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U.S. Liquefied Natural Gas Import Volume
  
    Source:
   98




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North
    American LNG Import Facilities
  
   99




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BUSINESS
      Business
    Strategies
    
    Identify and consummate accretive acquisitions of
    complementary natural gas transportation and storage assets from
    Williams, third parties or both.We intend to
    expand our existing natural gas transportation and storage
    business by pursuing acquisitions that are accretive to
    distributable cash flow. In recent years, a number of energy
    infrastructure companies, including Williams, have sold pipeline
    and storage assets in an effort to focus their operations. To
    the extent this trend continues, we believe we are well
    positioned to take advantage of future acquisition
    opportunities. We will seek future acquisitions in our current
    areas of operation, as well as in new geographic areas. Certain
    factors we will consider in deciding whether to pursue an
    acquisition include, but are not limited to, the overall
    economic characteristics of the acquisition (such as return on
    capital and cash flow stability), the region in which the assets
    are located and the availability and sources of capital to
    finance the acquisition. We may pursue third party acquisitions
    either independently or jointly with Williams. In addition to
    acquiring assets from third parties, we may also have the
    opportunity to acquire assets directly from Williams, although
    we cannot predict whether any such opportunities will be made
    available to us. We believe our affiliation with Williams
    positions us to pursue a broad array of growth opportunities.
    Pursue economically attractive organic expansion
    opportunities on Northwests system and greenfield
    construction projects.We will evaluate organic
    expansion and greenfield construction opportunities in existing
    and new markets that may increase capacity reservations and the
    volume of natural gas transported and stored on Northwests
    system. In 2003, Northwest constructed approximately
    400 million cubic feet, or MMcf, per day of main line
    capacity. Additionally, since 2004, Northwest has constructed
    approximately 582 MMcf per day of delivery point capability
    with customers. Northwest is currently participating in
    expansions of the Jackson Prairie Underground Storage facility
    to add both storage capacity and withdrawal deliverability.
    Northwest is also evaluating certain other development projects
    to increase natural gas transportation services, including the
    Colorado Hub Connection that would connect Northwest to the
    Greasewood and Meeker, Colorado hubs. For more detail on these
    projects see  Capital Projects.
    Expand Northwests access to diverse sources of natural
    gas supply.  To reduce the risk of natural gas
    supply interruptions and minimize fuel costs, customers
    frequently seek capacity on pipelines and in storage facilities
    that have diverse sources of natural gas supply.
    Northwests pipeline has access to numerous natural gas
    producing regions, including basins in the Rocky Mountain
    region, the San Juan Basin and the WCSB, and its
    bi-directional capability allows it to source natural gas from
    multiple points along its pipeline. Northwests existing
    and new customers also benefit from numerous pipeline
    interconnections, which further minimize the risk of supply
    interruptions by providing additional sources of natural gas
    supply. Northwest will continue to seek new sources of natural
    gas supply to enhance the attractiveness of its services to
    current and future customers. Since 2004, Northwest has
    constructed approximately 1,119 MMcf per day of receipt
    point capability. LNG may become another 100




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##### Table of Contents



significant source of natural gas supply in certain regions that
    are accessible by Northwest. Northwest has evaluated, and will
    continue to evaluate, potential organic growth opportunities
    associated with the development of LNG facilities that would
    allow Northwest to increase its contracted transportation
    service.  
    Continue to focus on optimizing Northwests revenue
    profile, managing its costs and maintaining its safe and
    reliable operations and its excellent customer
    service.In order to optimize our revenues, we
    will work with Northwest to increase revenues from firm capacity
    contracts and lengthen terms for firm contracts with customers.
    Currently, approximately 90.9% of Northwests revenues are
    derived from firm capacity reservation fees, which are charges
    owed to it regardless of the actual pipeline or storage capacity
    utilized by a customer and independent of the underlying price
    of the natural gas being shipped. As additional capacity is
    added either organically or through acquisitions, we expect
    Northwest to continue to generate a substantial portion of its
    revenue through firm capacity reservation fees, thereby
    minimizing the volatility of its cash flows in the near term.
    Maintaining long-term contracts with customers for firm capacity
    reservations further supports the stability of cash flow over
    time. We will continue to pursue a competitive cost structure
    and effective capital programs that are intended to enhance the
    safety, reliability and competitiveness of Northwests
    pipeline system in order to attract customers for long-term firm
    contracts.  Competitive
    Strengths
    
    Our ability to grow through acquisitions, organic expansion
    opportunities and greenfield construction projects is enhanced
    by our affiliation with Williams.Williams,
    through its 100% ownership of the owner of our general partner,
    Williams Gas Pipeline, owned over 14,400 miles of
    interstate natural gas pipelines, as well as 230 Bcf of
    working natural gas storage capacity as of December 31,
    2006. In addition, Williams Gas Pipeline owns a 50% interest in
    Gulfstream, an approximate 690-mile interstate pipeline system.
    As the indirect owner of our 2% general partner interest and a
    44.4% limited partner interest in us, Williams is motivated to
    promote and support the successful execution of our business
    strategy and to pursue projects that directly or indirectly
    enhance the value of our assets. Williams also owns natural gas
    exploration and production and midstream businesses in regions
    in which Northwest operates that could potentially provide us
    with complementary commercial opportunities. Through our
    relationship with Williams, we will have access to a significant
    pool of management talent that has extensive energy industry
    experience, a long history of successfully developing and
    acquiring natural gas transportation and storage assets, and
    experience establishing and managing master limited partnerships.
    Northwests cash flow is relatively stable due to the
    high percentage of revenues it derives from capacity reservation
    fees and the long-term nature of its
    contracts.As of June 30, 2007, Northwest
    provided a significant portion of its pipeline transportation
    and storage services under long-term firm, fee-based contracts
    for terms ranging up to 22 years for transportation
    services and 52 years for storage services, with a combined
    weighted average remaining contract life, based on contracted
    revenues, of approximately 8.5 years. Long-term firm
    capacity reservation fees represented approximately 90.9% of
    revenue for the six months ended June 30, 2007. The large
    percentage of capacity reservation fees reduces the risk of
    revenue fluctuations caused by changes in weather or changing
    supply and demand conditions and, therefore, provides Northwest
    with stability of cash flows. Additionally, Northwest has little
    direct commodity price exposure, as it does not own the natural
    gas it transports for its customers and is entitled to an
    in-kind reimbursement for natural gas used as fuel in its
    operations. On January 1, 2007, Northwests rate case
    settlement, which established an increase in its general system
    firm transportation rates from $0.30760 to $0.40984 per Dth,
    took effect. The settlement also includes a two year moratorium
    that precludes filings by Northwest or by any other party to the
    settlement for any further rate increases or decreases prior to
    January 1, 2009, and a requirement for Northwest to file a
    new rate case to be effective not later than January 1,
    2013. 101




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##### Table of Contents




    Northwest operates a bi-directional pipeline system that is
    strategically located with access to a number of diverse supply
    regions, which allows it to transport competitively priced
    natural gas to growing end-use markets.Certain
    segments of Northwests pipeline have bi-directional
    capability, which allows it to source natural gas from multiple
    supply regions along the pipeline and ship natural gas to
    numerous delivery points. At June 30, 2007, Northwest had
    58 receipt points and 376 delivery points. Northwests
    primary sources of natural gas supply include basins in the
    Rocky Mountain region, the San Juan Basin and the WCSB.
    Northwest transports natural gas directly to growing end-use
    markets in the Pacific Northwest, including Washington, Oregon
    and Idaho, and indirectly supplies Western markets, including
    Colorado, Utah, Wyoming, California, Nevada, Arizona and New
    Mexico, through interconnects with other interstate pipelines.
    Northwests ability to transport natural gas reliably from
    diverse supply regions makes it attractive to customers that are
    consumers of natural gas, and its access to multiple end-use
    markets is appealing to customers that are producers of natural
    gas. Together, these attributes increase the flexibility and
    reliability of Northwests transportation system and allow
    it to increase contracted volumes of natural gas transported and
    stored on the system. Northwest may benefit from access to LNG
    facilities being proposed in the Pacific Northwest. As of
    June 30, 2007, one such site (in British Columbia) had
    received regulatory approval, two sites had filed applications
    for regulatory approval, and three other sites had been proposed.
    Northwest has a strong and defensible market
    position.  The topography of the Pacific Northwest
    makes construction of competing pipelines difficult and
    expensive and forms a natural barrier to entry for potential
    competing pipelines in Northwests primary markets such as
    Seattle, Washington, Portland, Oregon and Boise, Idaho. As a
    result, Northwests pipeline is currently the sole source
    of interstate natural gas transportation in many markets its
    serves. In addition, we believe that Northwest offers
    competitively priced natural gas transportation services to
    markets such as Reno, Nevada, Spokane, Washington and Medford,
    Oregon that are also served by other interstate natural gas
    pipelines.
    Northwest provides safe and reliable
    services.The Northwest pipeline system and
    related storage facilities have been well maintained, resulting
    in safe, reliable and competitive-cost operations.
    Northwests continued pro-active approach to maintenance
    spending and use of state-of-the-art integrity testing are
    intended to continue the reliability and safety of its
    operations.
    Northwest has long-standing relationships with its
    high-quality customers.Northwest transports and
    stores natural gas for a broad mix of customers, including LDCs,
    municipal utilities, direct industrial users, electric power
    generators and natural gas marketers and producers. We believe
    Northwests strong relationships with its customers are
    evidenced by its high percentage of long-term customer
    contracts. We also believe Northwests longstanding focus
    on customer satisfaction has earned it a reputation for
    excellent customer service in its markets. In 2007, Northwest
    was ranked first in customer satisfaction and first in value
    among major pipeline companies in the U.S. and Canada by
    Mastio & Company, an independent research firm that
    conducts surveys of the natural gas pipeline industry. We
    believe Northwests focus on customer service enhances
    Northwests ability to negotiate long-term contracts with
    its customers.
    The senior management team and board of directors of our
    general partner include some of the most senior officers of
    Williams, who have extensive industry experience, including
    experience managing master limited
    partnerships.Our general partners
    management team includes some of the most senior officers of
    Williams and has extensive experience in building, acquiring,
    integrating and managing energy assets in a reliable and
    cost-effective manner. The members of our general partners
    management team have extensive experience in the energy
    industry, with significant commercial, operational, acquisition
    and business development expertise. In addition, the members of
    our general partners management team have significant
    experience in forming and managing master limited partnerships,
    having participated in the management of Williams Energy
    Partners, L.P., now known as Magellan Midstream Partners, L.P.,
    and Williams Partners.   102




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Our
    Relationship with Williams
          Northwests
    System
   103




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##### Table of Contents



Northwests
    Transportation and Storage Services
    Revenue Composition(1)


Weighted AverageLong-Term Firm Contracts


Short-Term


RemainingCapacity




Firm and


Long-TermReservation

Volumetric


Interruptible


Firm Contract LifeFees

Fees


Services


(In Years)(2)90.9%


4.9
%


4.2
%


8.46     (1)
    
    Excludes other revenues of $2.4 million for the six months
    ended June 30, 2007 primarily associated with certain
    subleases in Northwests Salt Lake City office building and
    the ACA.(2)
    
    The weighted average long-term firm contract life was calculated
    based on the average annual reservation revenue under currently
    effective rates for each contracts remaining life as of
    June 30, 2007. A long-term firm contract is a contract that
    has a term of one year or more.      
    Jackson Prairie:  Northwest owns a one-third
    interest in the Jackson Prairie underground storage facility
    located near Chehalis, Washington, with the remaining interests
    owned by two of its distribution 104




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
    Plymouth LNG:  Northwest also owns and operates
    an LNG storage facility located near Plymouth, Washington, which
    provides standby service for its customers during extreme peaks
    in demand. The facility has a total LNG storage capacity
    equivalent to 2.3 Bcf of working natural gas, liquefaction
    capability of 12 MMcf per day and regasification capability
    of 300 MMcf per day. Certain of Northwests major
    customers own the working natural gas stored at the LNG plant.
    Clay Basin Field:  Northwest has a contract
    with a third party under which natural gas storage services are
    provided to it in an underground storage reservoir in the Clay
    Basin Field located in Daggett County, Utah. Northwest is
    authorized to utilize the Clay Basin Field at a seasonal storage
    level of 3.0 Bcf of working natural gas, with a firm
    delivery capability of 25 MMcf of natural gas per day.  Northwests
    Competition
  235-mile Seattle/Tacoma
     105




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Capital
    Projects
  Jackson
    Prairie Underground Expansion
        peak-day
  Colorado
    Hub Connection Project
  and/or
     106




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Parachute
    Lateral
          Return
    to Service and Capacity Replacement Project
     107




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##### Table of Contents



Employees
    Regulatory
    Matters
  FERC
    Regulation
    
    transportation and storage of natural gas;
    rates and charges;
    terms of service including creditworthiness requirements;
    construction of new facilities;
    extension or abandonment of service and facilities;
    accounts and records;
    depreciation and amortization policies;
    relationships with marketing affiliates; and
    initiation and discontinuation of services.   108




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26-inch 36-inch
    FERC
    Policy Statement on Income Tax Allowances
  case-by-case case-by-case
   109




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FERC
    Policy Statement on Proxy Groups and Return on
    Equity
  Composition of Proxy Groups
    for Determining Gas and Oil Pipeline Return on Equity.
  High Island Offshore System Petal Gas Storage.
    Energy
    Policy Act of 2005
   110




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Safety
    and Maintenance
        Environmental
    Regulation
  General.
  
    requiring the acquisition of permits to conduct regulated
    activities;
    restricting the manner in which Northwest can release materials
    into the environment; 111




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
    imposing investigatory and remedial obligations to mitigate
    pollution from former or current operations;
    assessing administrative, civil and criminal penalties for
    failure to comply with applicable legal requirements; and
    in certain instances, enjoining some or all of the operations of
    facilities deemed in non-compliance with permits issued pursuant
    to applicable laws and regulations.        Waste Management.
  Site Remediation.
 112




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clean-up clean-ups
  Air Emissions.
    Water Discharges.
  Activities on Federal Lands.
 113




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Endangered Species.
  Global Warming and Climate Control. and/or Massachusetts, et al. v. EPA e.g. Massachusetts
  Insurance
    Ownership
    of Property
    Transactions
    with Affiliates
    Legal
    Proceedings
   114




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115




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MANAGEMENT
  Management
    of Williams Pipeline Partners L.P.
                 116




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Directors
    and Executive Officers of Our General Partner
    Name

Age

Position with Williams Pipeline GP LLCSteven J. Malcolm


58


Chairman of the Board and Chief
    Executive OfficerDonald R. Chappel


55


Chief Financial Officer and
    DirectorPhillip D. Wright


52


Chief Operating Officer and
    DirectorJames J. Bender


50


General CounselRodney J. Sailor


48


Treasurer and Director     Steven J. Malcolm
  Donald R. Chappel
  Phillip D. Wright
 117




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James J. Bender
  Rodney J. Sailor
  Compensation
    Discussion and Analysis
  www.sec.gov www.williams.com
  Executive
    Compensation
    www.sec.gov www.williams.com
  Employment
    Agreements
   118




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Compensation
    of Directors
    Long-Term
    Incentive Plan
      Restricted
    Units and Phantom Units
     119




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Unit
    Options and Unit Appreciation Rights
      Reimbursement
    of Expenses of Our General Partner
   120




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SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    
    each person known by us to be a beneficial owner of more than 5%
    of the then outstanding units;
    each of the directors of our general partner;
    each of the named executive officers of our general
    partner; and
    all directors and executive officers of our general partner as a
    group.      74172-0172.
  Percentage of





Percentage of





Percentage of


Percentage ofCommon


Common


Subordinated


Subordinated


General Partner


General Partner


TotalUnits to be


Units to be


Units to be


Units to be


Units to be


Units to be


Units to beBeneficially


Beneficially


Beneficially


Beneficially


Beneficially


Beneficially


BeneficiallyName of Beneficial Owner

Owned


Owned


Owned


Owned


Owned


Owned


OwnedThe Williams Companies(1)


3,003,565



18.8
%


7,759,304



100
%


484,957



100
%


46.4
%Steven J. Malcolm







*







*







*



*Donald R. Chappel







*







*







*



*James J. Bender







*







*







*



*Phillip D. Wright







*







*







*



*Rodney J. Sailor







*







*







*



*All executive officers and
    directors as a group







*







*







*



*     *
    
    Less than 1%.(1)
    
    The Williams Companies, Inc.s common stock is listed on
    the NYSE under the symbol WMB. The Williams
    Companies, Inc. files information with or furnishes information
    to the SEC pursuant to the information requirements of the
    Securities Exchange Act of 1934. 121




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Shares of

Shares



Percentage ofCommon

Underlying

Total Shares

Total SharesStock

Options

of Common

of CommonOwned

Exercisable

Stock

StockDirectly or

Within

Beneficially

BeneficiallyName of Beneficial Owner

Indirectly(1)

60 Days(2)

Owned

Owned(3)Steven J. Malcolm


915,164



1,503,091



2,418,255




*Donald R. Chappel


283,285



325,640



608,925




*James J. Bender


153,983



64,712



218,695




*Phillip D. Wright


257,529



401,008



658,537




*Rodney J. Sailor


33,647



33,160



66,807




*All directors and executive
    officers as a group


1,643,608



2,327,611



3,971,219




*     *
    
    Less than 1%.(1)
    
    Includes shares held under the terms of incentive and investment
    plans as follows: Mr. Malcolm, 45,593 shares in The
    Williams Companies Investment Plus Plan, 493,092 restricted
    stock units and 376,479 beneficially owned shares;
    Mr. Chappel, 186,642 restricted stock units and
    96,643 beneficially owned shares; Mr. Bender,
    2,800 shares owned by children, 122,693 restricted
    stock units and 28,490 beneficially owned shares;
    Mr. Wright, 15,062 shares in The Williams Companies
    Investment Plus Plan, 128,414 restricted stock units and
    114,053 beneficially owned shares; Mr. Sailor,
    10,060 shares in The Williams Companies Investment Plus
    Plan, 22,933 restricted stock units and 654 beneficially
    owned shares. Restricted stock units do not provide the holder
    with voting or investment power.(2)
    
    The shares indicated represent stock options granted under
    Williams current or previous stock option plans, which are
    currently exercisable or which will become exercisable within
    60 days of August 31, 2007. Shares subject to options
    cannot be voted.(3)
    
    Based on 600,232,917 shares outstanding as of July 31, 2007. 122




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CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
    Distributions
    and Payments to Our General Partner and Its Affiliates
    Formation
    Stage
  The contribution by our general partner of the asset to us
    
     11.6% ownership interest in NorthwestThe consideration received by our general partner for the
    contribution of the asset to us
    
     3,003,565 common units 7,759,304 subordinated units 484,957 general partner units representing a 2%
    general partner interest and the incentive distribution rightsThe interest in Northwest purchased by us using proceeds of this
    offering
    
    13.4% ownership interest in NorthwestThe consideration paid by us for purchase of an interest in
    Northwest using proceeds from this offering
    
    $239.7 million.  Operational
    Stage
  Distributions of available cash to our general partner
    
    We will generally make cash distributions 98% to unitholders,
    including our general partner as the holder of 3,003,565 common
    units and all of the subordinated units, and the remaining 2% to
    our general partner. In addition, if distributions exceed the
    minimum quarterly distribution and other higher target levels,
    our general partner will be entitled to increasing percentages
    of the distributions, up to 50% of the distributions above the
    highest target level.Payments to our general partner and its affiliates
    
    Our general partner does not receive a management fee or other
    compensation for the management of our partnership. Our general
    partner and its affiliates are reimbursed, however, for all
    direct and indirect expenses incurred on our behalf. Our general
    partner determines the amount of these expenses. In addition, we
    will reimburse our general partner and its affiliates for the
    payment of certain operating expenses and for the provision of
    various general and administrative services for our benefit. For
    further information regarding the administrative fee, please
    read  Omnibus 123




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Agreement  Reimbursement of Operating and General and
    Administrative Expense.Withdrawal or removal of our general partner
    
    If our general partner withdraws or is removed, its general
    partner interest and its incentive distribution rights will
    either be sold to the new general partner for cash or converted
    into common units, in each case for an amount equal to the fair
    market value of those interests. Please read The
    Partnership Agreement  Withdrawal or Removal of Our
    General Partner.  Liquidation
    Stage
  Liquidation
    
    Upon our liquidation, the partners, including our general
    partner, will be entitled to receive liquidating distributions
    according to their particular capital account balances.  Agreements
    Governing the Transactions
    Omnibus
    Agreement
    
    reimbursement of certain operating and general and
    administrative expenses;
    indemnification for tax liabilities and certain other matters;
    and
    a license for the use of certain intellectual property.  Reimbursement
    of Operating and General and Administrative
    Expense
    Intellectual
    Property License
   124




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Amendments
    Competition
    Contracts
    with Affiliates
  Northwest
    General Partnership Agreement
  General.
  provided
    Governance.
      
    the liquidation, dissolution or winding up of Northwest or
    making any bankruptcy filing; 125




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
    the issuance, incurrence, assumption or guarantee of any
    indebtedness or the pledge of any of Northwests assets;
    filing or resolving a Section 4 general rate case
    proceeding under the Natural Gas Act;
    any amendment of the Northwest partnership agreement;
    any distributions to Northwests partners, other than the
    distributions of available cash to be made at least quarterly as
    described below;
    the admission of any person as a partner (other than a permitted
    transferee of a partner) or the issuance of any partnership
    interests or other equity interests of Northwest;
    the redemption, repurchase or other acquisition of interests in
    Northwest;
    the disposition of substantially all of the assets of Northwest
    or any portion of such assets with a value exceeding
    $20 million;
    any merger or consolidation of Northwest with another person or
    any conversion or reorganization of Northwest; and
    entering into any activity or business that may generate income
    that may not be qualifying income under
    Section 7704 of the Internal Revenue Code.  Quarterly Cash Distributions. plus
  Capital Calls to the Partners.
  Restrictions on Transfer of Interests in
    Northwest.
  Profit and Loss Allocations.
  Agreement with Regard to Parachute
    Lateral.
 126




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Agreement with Regard to Colorado Hub Connection
    Project.
  Working
    Capital Agreement
      Williams
    Cash Management Program
    Northwests
    Related Party Agreements and Related Transactions
           127




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CONFLICTS
    OF INTEREST AND FIDUCIARY DUTIES
  Conflicts
    of Interest
        
    approved by the conflicts committee, although our general
    partner is not obligated to seek such approval;
    approved by the vote of a majority of the outstanding common
    units, excluding any common units owned by our general partner
    or any of its affiliates;
    on terms no less favorable to us than those generally being
    provided to or available from unrelated third parties; or
    fair and reasonable to us, taking into account the totality of
    the relationships between the parties involved, including other
    transactions that may be particularly favorable or advantageous
    to us.     128




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Actions
    taken by our general partner may affect the amount of cash
    available for distribution to unitholders or accelerate the
    right to convert subordinated units.
    
    amount and timing of asset purchases and sales;
    cash expenditures;
    borrowings;
    issuance of additional units; and
    creation, reduction or increase of reserves in any quarter.    
    enabling our general partner or its affiliates to receive
    distributions on any subordinated units held by them or the
    incentive distribution rights; or
    hastening the expiration of the subordination period.      Neither
    our partnership agreement nor any other agreement requires
    Williams to pursue a business strategy that favors us or
    utilizes our assets or dictates what markets to pursue or grow.
    Williams directors and officers have a fiduciary duty to
    make these decisions in the best interests of the stockholders
    of Williams, which may be contrary to our
    interests.
   129




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Note:  Dotted line represents indirect ownership.
    (1)
    
    The 20.5% limited partner interest
    is held by The Williams Companies, Inc. and its affiliates,
    including Williams Energy Services, LLC, Williams Partners
    Holdings LLC, Williams Discovery Pipeline LLC and Williams
    Energy L.L.C.  Our
    general partner is allowed to take into account the interests of
    parties other than us, such as Williams, in resolving conflicts
    of interest.
   130




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Our
    general partner has limited its liability and reduced its
    fiduciary duties, and has also restricted the remedies available
    to our unitholders for actions that, without the limitations,
    might constitute breaches of fiduciary duty under applicable
    Delaware law.
    
    as described in the immediately preceding paragraph, it permits
    our general partner to make a number of decisions in its
    individual capacity, as opposed to in its capacity as our
    general partner. This entitles our general partner to consider
    only the interests and factors that it desires, and it has no
    duty or obligation to give any consideration to any interest of,
    or factors affecting, us, our affiliates or any limited partner;
    provides that the general partner shall not have any liability
    to us or our unitholders for decisions made in its capacity as a
    general partner so long as it acted in good faith, meaning it
    believed that the decision was in the best interests of our
    partnership;
    generally provides that affiliated transactions and resolutions
    of conflicts of interest not approved by the conflicts committee
    of the board of directors of our general partner and not
    involving a vote of unitholders must be on terms no less
    favorable to us than those generally being provided to or
    available from unrelated third parties or be fair and
    reasonable to us, as determined by the general partner in
    good faith, and that, in determining whether a transaction or
    resolution is fair and reasonable, our general
    partner may consider the totality of the relationships between
    the parties involved, including other transactions that may be
    particularly advantageous or beneficial to us;
    provides that our general partner and its officers and directors
    will not be liable for monetary damages to us or our limited
    partners for any acts or omissions unless there has been a final
    and non-appealable judgment entered by a court of competent
    jurisdiction determining that our general partner or those other
    persons acted in bad faith or engaged in fraud or willful
    misconduct; and
    provides that in resolving conflicts of interest, it will be
    presumed that in making its decision the general partner or its
    conflicts committee acted in good faith, and in any proceeding
    brought by or on behalf of any limited partner or us, the person
    bringing or prosecuting such proceeding will have the burden of
    overcoming such presumption.    Certain
    of our officers are not required to devote their full time to
    our business.
    We do
    not have any officers or employees and rely solely on officers
    and employees of our general partner and its
    affiliates.
   131




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We
    reimburse our general partner and its affiliates for
    expenses.
    Our
    general partner intends to limit its liability regarding our
    obligations.
    Common
    unitholders have no right to enforce obligations of our general
    partner and its affiliates under agreements with
    us.
    Contracts
    between us, on the one hand, and our general partner and its
    affiliates, on the other, are not and will not be the result of
    arms-length negotiations.
    
    on terms no less favorable to us than those generally being
    provided to or available from unrelated third parties; or
    fair and reasonable to us, taking into account the
    totality of the relationships between the parties involved
    (including other transactions that may be particularly favorable
    or advantageous to us).      Except
    in limited circumstances, our general partner has the power and
    authority to conduct our business without unitholder
    approval.
    
    the making of any expenditures, the lending or borrowing of
    money, the assumption or guarantee of, or other contracting for,
    indebtedness and other liabilities, the issuance of evidences of
    indebtedness, including indebtedness that is convertible into
    securities of the partnership, and the incurring of any other
    obligations; 132




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
    the making of tax, regulatory and other filings, or rendering of
    periodic or other reports to governmental or other agencies
    having jurisdiction over our business or assets or conducting of
    audits and court proceedings relating thereto;
    the acquisition, disposition, mortgage, pledge, encumbrance,
    hypothecation or exchange of any or all of our assets or the
    merger or other combination of us with or into another person;
    the negotiation, execution and performance of any contracts,
    conveyances or other instruments;
    the distribution of partnership cash;
    the selection and dismissal of employees and agents, outside
    attorneys, accountants, consultants and contractors and the
    determination of their compensation and other terms of
    employment or hiring;
    the maintenance of insurance for our benefit and the benefit of
    our partners;
    the formation of, or acquisition of an interest in, and the
    contribution of property and the making of loans to, any further
    limited or general partnerships, joint ventures, corporations,
    limited liability companies or other relationships;
    the control of any matters affecting our rights and obligations,
    including the bringing and defending of actions at law or in
    equity and otherwise engaging in the conduct of litigation,
    arbitration or mediation and the incurring of legal expense and
    the settlement of claims and litigation;
    the indemnification of any person against liabilities and
    contingencies to the extent permitted by law;
    the purchase, sale or other acquisition or disposition of our
    securities, or the issuance of additional options, rights,
    warrants and appreciation rights relating to our
    securities; and
    the entering into of agreements with any of its affiliates to
    render services to us or to itself in the discharge of its
    duties as our general partner.    Common
    units are subject to our general partners limited call
    right.
    Our
    general partner may elect to cause us to issue Class B
    common units and additional general partner units to it in
    connection with a resetting of the target distribution levels
    related to our general partners incentive distribution
    rights without the approval of the conflicts committee of our
    general partner or our unitholders. This may result in lower
    distributions to our common unitholders in certain
    situations.
   133




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We may
    not choose to retain separate counsel for ourselves or for the
    holders of common units.
    Our
    general partners affiliates may compete with Northwest and
    us and neither our general partner nor its affiliates have any
    obligation to present business opportunities to
    us.
    Fiduciary
    and Other Duties
     134




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
    the fiduciary duties imposed on our general partner by the
    Delaware Act;
    material modifications of these duties contained in our
    partnership agreement; and
    certain rights and remedies of unitholders contained in the
    Delaware Act.  State law fiduciary duty standards
    
    Fiduciary duties are generally considered to include an
    obligation to act with due care and loyalty. The duty of care,
    in the absence of a provision in a partnership agreement
    providing otherwise, would generally require a general partner
    to act for the partnership in the same manner as a prudent
    person would act on his own behalf. The duty of loyalty, in the
    absence of a provision in a partnership agreement providing
    otherwise, would generally prohibit a general partner of a
    Delaware limited partnership from taking any action or engaging
    in any transaction where a conflict of interest is present.Partnership agreement modified standards
    
    Our partnership agreement contains provisions that waive or
    consent to conduct by our general partner and its affiliates
    that might otherwise raise issues as to compliance with duties
    or applicable law. For example,
    Section     of our partnership
    agreement provides that when our general partner is acting in
    its capacity as our general partner, as opposed to in its
    individual capacity, it must act in good faith and
    will not be subject to any other standard under applicable law.
    In addition, when our general partner is acting in its
    individual capacity, as opposed to in its capacity as our
    general partner, it may act without any fiduciary obligation to
    us or the unitholders whatsoever. These standards reduce the
    obligations to which our general partner would otherwise be held
    under applicable Delaware law.Our partnership agreement generally provides that affiliated
    transactions by the partnership and resolutions of conflicts of
    interest in the operation of the partnership not involving a
    vote of unitholders and that are not approved by the conflicts
    committee of the board of directors of our general partner must
    be: on terms no less favorable to us than those
    generally being provided to or available from unrelated third
    parties; or fair and reasonable to us, taking into
    account the totality of the relationships between the parties
    involved (including other transactions that may be particularly
    favorable or advantageous to us).If our general partner does not seek approval from the conflicts
    committee and the board of directors of our general partner
    determines that the resolution or course of action taken with
    respect to the conflict of interest satisfies either of the
    standards set forth in the bullet points above, then it will be
    presumed that, in making its decision, the board of directors,
    which may include board members affected by the conflict of
    interest, acted in good faith, and in any proceeding brought by
    or on behalf of any limited partner or the partnership, the
    person bringing or prosecuting such proceeding 135




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##### Table of Contents



will have the burden of overcoming such presumption. These
    standards reduce the obligations to which our general partner
    would otherwise be held.In addition to the other more specific provisions limiting the
    obligations of our general partner, our partnership agreement
    further provides that our general partner, its affiliates and
    their officers and directors will not be liable for monetary
    damages to us, our limited partners for errors of judgment or
    for any acts or omissions unless there has been a final and
    non-appealable judgment by a court of competent jurisdiction
    determining that our general partner or its officers and
    directors acted in bad faith or engaged in fraud or willful
    misconduct.Rights and remedies of unitholders
    
    The Delaware Act generally provides that a limited partner may
    institute legal action on behalf of the partnership to recover
    damages from a third party where a general partner has refused
    to institute the action or where an effort to cause a general
    partner to do so is not likely to succeed. These actions include
    actions against a general partner for breach of its duties or of
    the partnership agreement. In addition, the statutory or case
    law of some jurisdictions may permit a limited partner to
    institute legal action on behalf of himself and all other
    similarly situated limited partners to recover damages from a
    general partner for violations of its duties to the limited
    partners.     136




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DESCRIPTION
    OF THE COMMON UNITS
  The
    Units
    Transfer
    Agent and Registrar
  Duties
    
    surety bond premiums to replace lost or stolen certificates,
    taxes and other governmental charges;
    special charges for services requested by a common
    unitholder; and
    other similar fees or charges.    Resignation
    or Removal
    Transfer
    of Common Units
    
    becomes the record holder of the common units and is an assignee
    until admitted into our partnership as a substituted limited
    partner;
    automatically requests admission as a substituted limited
    partner in our partnership;
    executes and agrees to be bound by the terms and conditions of
    our partnership agreement;
    represents that the transferee has the capacity, power and
    authority to enter into our partnership agreement;
    grants powers of attorney to the officers of our general partner
    and any liquidator of us as specified in our partnership
    agreement; 137




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##### Table of Contents




    gives the consents, covenants, representations and approvals
    contained in our partnership agreement, such as the approval of
    all transactions and agreements we are entering into in
    connection with our formation and this offering; and
    certifies:  
    that the transferee is an individual or is an entity subject to
    United States federal income taxation on the income generated by
    us; or
    that, if the transferee is an entity not subject to United
    States federal income taxation on the income generated by us, as
    in the case, for example, of a mutual fund taxed as a regulated
    investment company or a partnership, all the entitys
    owners are subject to United States federal income taxation on
    the income generated by us.        
    the right to assign the common unit to a purchaser or other
    transferee; and
    the right to transfer the right to seek admission as a
    substituted limited partner in our partnership for the
    transferred common units.    
    will not receive cash distributions;
    will not be allocated any of our income, gain, deduction, losses
    or credits for federal income tax or other tax purposes;
    may not receive some federal income tax information or reports
    furnished to record holders of common units; and
    will have no voting rights;       138




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DESCRIPTION
    OF THE SUBORDINATED UNITS
    Cash
    Distribution Policy
      Conversion
    of the Subordinated Units
    Distributions
    upon Liquidation
    Limited
    Voting Rights
   139




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THE
    PARTNERSHIP AGREEMENT
      
    with regard to distributions of available cash, please read
    Provisions of Our Partnership Agreement Relating to Cash
    Distributions;
    with regard to the fiduciary duties of our general partner,
    please read Conflicts of Interest and Fiduciary
    Duties;
    with regard to the transfer of common units, please read
    Description of the Common Units  Transfer Agent
    and Registrar  Transfer of Common
    Units; and
    with regard to allocations of taxable income and taxable loss,
    please read Provisions of Our Partnership Agreement
    Relating to Cash Distributions and Material Tax
    Consequences.  Organization
    and Duration
    Purpose
  provided
    Power
    of Attorney
    Cash
    Distributions
    Capital
    Contributions
   140




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##### Table of Contents



Voting
    Rights
    
    during the subordination period, the approval of a majority of
    the common units, excluding those common units held by our
    general partner and its affiliates, and a majority of the
    subordinated units, voting as separate classes; and
    after the subordination period, the approval of a majority of
    the common units and Class B common units, if any, voting
    as a single class.    Issuance of additional units
    
    No approval right.Amendment of the partnership agreement
    
    Certain amendments may be made by the general partner without
    the approval of the unitholders. Other amendments generally
    require the approval of a unit majority. Please read
     Amendment of the Partnership Agreement.Merger of our partnership or the sale of all or substantially
    all of our assets
    
    Unit majority in certain circumstances. Please read 
    Merger, Consolidation, Conversion, Sale or Other Disposition of
    Assets.Dissolution of our partnership
    
    Unit majority. Please read  Termination and
    Dissolution.Continuation of our business upon dissolution
    
    Unit majority. Please read  Termination and
    Dissolution.Withdrawal of the general partner
    
    Under most circumstances, the approval of a majority of the
    common units, excluding common units held by our general partner
    and its affiliates, is required for the withdrawal of our
    general partner prior to December 31, 2017 in a manner that
    would cause a dissolution of our partnership. Please read
     Withdrawal or Removal of the General
    Partner.Removal of the general partner
    
    Not less than
    662/3%
    of the outstanding units, voting as a single class, including
    units held by our general partner and its affiliates. Please
    read  Withdrawal or Removal of the General
    Partner.Transfer of the general partner units
    
    Our general partner may transfer all, but not less than all, of
    its general partner units in us without a vote of our
    unitholders to an affiliate or another person in connection with
    its merger or consolidation with or into, or sale of all or
    substantially all of its assets to, such person. The approval of
    a majority of the common units, excluding common units held by
    the general partner and its affiliates, is required in other
    circumstances for a transfer of the general partner interest to
    a third party prior to December 31, 2017. Please read
     Transfer of General Partner Units. 141




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Transfer of incentive distribution rights
    
    Our general partner may transfer any or all of the incentive
    distribution rights without a vote of our unitholders to an
    affiliate or another person as part of our general
    partners merger or consolidation with or into, or sale of
    all or substantially all of its assets or the sale of all of the
    ownership interests in such holder to, such person. The approval
    of a majority of the common units, excluding common units held
    by the general partner and its affiliates, is required in other
    circumstances for a transfer of the incentive distribution
    rights to a third party prior to December 31, 2017. Please
    read  Transfer of Incentive Distribution
    Rights.Transfer of ownership interests in our general partner
    
    No approval required at any time. Please read
     Transfer of Ownership Interests in the General
    Partner.  Limited
    Liability
    
    to remove or replace the general partner;
    to approve some amendments to the partnership agreement; or
    to take other action under the partnership agreement;       142




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Issuance
    of Additional Securities
          Amendment
    of the Partnership Agreement
  General
   143




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Prohibited
    Amendments
    
    enlarge the obligations of any limited partner without its
    consent, unless approved by at least a majority of the type or
    class of limited partner interests so affected; or
    enlarge the obligations of, restrict in any way any action by or
    rights of, or reduce in any way the amounts distributable,
    reimbursable or otherwise payable by us to our general partner
    or any of its affiliates without the consent of our general
    partner, which consent may be given or withheld at its option.    No
    Unitholder Approval
    
    a change in our name, the location of our principal place of our
    business, our registered agent or our registered office;
    the admission, substitution, withdrawal or removal of partners
    in accordance with our partnership agreement;
    a change that our general partner determines to be necessary or
    appropriate to qualify or continue our qualification as a
    limited partnership or a partnership in which the limited
    partners have limited liability under the laws of any state or
    to ensure that neither we nor the operating company, nor
    Northwest nor any of their respective subsidiaries will be
    treated as an association taxable as a corporation or otherwise
    taxed as an entity for federal income tax purposes;
    an amendment that is necessary, in the opinion of our counsel,
    to prevent us or our general partner or its directors, officers,
    agents or trustees from in any manner being subjected to the
    provisions of the Investment Company Act of 1940, the Investment
    Advisors Act of 1940, or plan asset regulations
    adopted under ERISA, whether or not substantially similar to
    plan asset regulations currently applied or proposed;
    an amendment that our general partner determines to be necessary
    or appropriate for the authorization of additional partnership
    securities or rights to acquire partnership securities,
    including any amendment that our general partner determines is
    necessary or appropriate in connection with:  
    the adjustments of the minimum quarterly distribution, first
    target distribution, second target distribution and third target
    distribution in connection with the reset of our general
    partners incentive distribution rights as described under
    Provisions of Our Partnership Agreement Relating to Cash
    Distributions  General Partners Right to Reset
    Incentive Distribution Levels; or
    the implementation of the provisions relating to our general
    partners right to reset its incentive distribution rights
    in exchange for Class B common units and additional general
    partner units; and
    any modification of the incentive distribution rights made in
    connection with the issuance of additional partnership
    securities or rights to acquire partnership securities, provided
    that, any such modifications and related issuance of partnership
    securities have received approval by a majority of the members
    of the conflicts committee of our general partner;  
    any amendment expressly permitted in our partnership agreement
    to be made by our general partner acting alone; 144




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
    an amendment effected, necessitated or contemplated by a merger
    agreement that has been approved under the terms of our
    partnership agreement;
    any amendment that our general partner determines to be
    necessary or appropriate for the formation by us of, or our
    investment in, any corporation, partnership or other entity, as
    otherwise permitted by our partnership agreement;
    a change in our fiscal year or taxable year and related changes;
    conversions into, mergers with or conveyances to another limited
    liability entity that is newly formed and has no assets,
    liabilities or operations at the time of the conversion, merger
    or conveyance other than those it receives by way of the
    conversion, merger or conveyance; or
    any other amendments substantially similar to any of the matters
    described in the clauses above.    
    do not adversely affect in any material respect the limited
    partners considered as a whole or any particular class of
    limited partners;
    are necessary or appropriate to satisfy any requirements,
    conditions or guidelines contained in any opinion, directive,
    order, ruling or regulation of any federal or state agency or
    judicial authority or contained in any federal or state statute;
    are necessary or appropriate to facilitate the trading of
    limited partner interests or to comply with any rule,
    regulation, guideline or requirement of any securities exchange
    on which the limited partner interests are or will be listed for
    trading;
    are necessary or appropriate for any action taken by our general
    partner relating to splits or combinations of units under the
    provisions of our partnership agreement; or
    are required to effect the intent expressed in this prospectus
    or the intent of the provisions of our partnership agreement or
    are otherwise contemplated by our partnership agreement.  Opinion
    of Counsel and Unitholder Approval
      Merger,
    Consolidation, Conversion, Sale or Other Disposition of
    Assets
   145




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Termination
    and Dissolution
    
    the election of our general partner to dissolve us, if approved
    by the holders of units representing a unit majority;
    there being no limited partners, unless we are continued without
    dissolution in accordance with applicable Delaware law;
    the entry of a decree of judicial dissolution of our
    partnership; or
    the dissociation of our general partner or any other event that
    results in its ceasing to be our general partner other than
    (1) by reason of a transfer of its general partner interest
    in accordance with our partnership agreement or
    (2) dissociation following approval and admission of a
    successor.    
    the action would not result in the loss of limited liability of
    any limited partner; and
    neither our partnership, the operating company, Northwest nor
    any of our other subsidiaries would be treated as an association
    taxable as a corporation for federal income tax purposes upon
    the exercise of that right to continue.  Liquidation
    and Distribution of Proceeds
   146




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Withdrawal
    or Removal of the General Partner
      2 3 1 3
    
    the subordination period will end, and all outstanding
    subordinated units will immediately convert into common units on
    a one-for-one basis;
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    our general partner will have the right to convert its general
    partner interest and its incentive distribution rights into
    common units or to receive cash in exchange for those interests
    based on the fair market value of those interests at that time.   147




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Transfer
    of General Partner Units
    
    an affiliate of our general partner (other than an
    individual); or
    another entity as part of the merger or consolidation of our
    general partner with or into another entity or the transfer by
    our general partner of all or substantially all of its assets to
    another entity,      Transfer
    of Ownership Interests in the General Partner
    Transfer
    of Incentive Distribution Rights
    Change
    of Management Provisions
   148




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
    the subordination period will end and all outstanding
    subordinated units will immediately convert into common units on
    a one-for-one basis;
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    our general partner will have the right to convert its general
    partner units and its incentive distribution rights into common
    units or to receive cash in exchange for those interests based
    on the fair market value of those interests at that time.  Limited
    Call Right
    
    the highest cash price paid by either of our general partner or
    any of its affiliates for any limited partner interests of the
    class purchased within the 90 days preceding the date on
    which our general partner first mails notice of its election to
    purchase those limited partner interests; and
    the current market price as of the date three days before the
    date the notice is mailed.    Non-Taxpaying
    Assignees; Redemption
    
    that the transferee or unitholder is an individual or an entity
    subject to United States federal income taxation on the income
    generated by us; or
    that, if the transferee unitholder is an entity not subject to
    United States federal income taxation on the income generated by
    us, as in the case, for example, of a mutual fund taxed as a
    regulated investment company or a partnership, all the
    entitys owners are subject to United States federal income
    taxation on the income generated by us.   149




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
    a transfer application containing the required certification;
    a re-certification containing the required certification within
    30 days after request; or
    provides a false certification; then            Meetings;
    Voting
         150




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Status
    as Limited Partner
    Non-Citizen
    Assignees; Redemption
    Indemnification
    
    our general partner;
    any departing general partner;
    any person who is or was an affiliate of a general partner
    (including Williams and its subsidiaries) or any departing
    general partner;
    any person who is or was a director, officer, member, manager,
    partner, fiduciary or trustee of any entity set forth in the
    preceding three bullet points;
    any person who is or was serving as director, officer, member,
    manager, partner, fiduciary or trustee of another person at the
    request of our general partner or any departing general
    partner; and
    any person designated by our general partner.    Reimbursement
    of Expenses
   151




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Books
    and Reports
        Right
    to Inspect Our Books and Records
    
    a current list of the name and last known address of each
    partner;
    a copy of our tax returns;
    information as to the amount of cash, and a description and
    statement of the agreed value of any other property or services,
    contributed or to be contributed by each partner and the date on
    which each partner became a partner;
    copies of our partnership agreement, our certificate of limited
    partnership, related amendments and powers of attorney under
    which they have been executed;
    information regarding the status of our business and financial
    condition; and
    any other information regarding our affairs as is just and
    reasonable.    Registration
    Rights
   152




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UNITS
    ELIGIBLE FOR FUTURE SALE
      
    1% of the total number of the securities outstanding; or
    the average weekly reported trading volume of the common units
    for the four calendar weeks prior to the sale.        Lock-Up lock-up
 153




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MATERIAL
    TAX CONSEQUENCES
            
    the treatment of a unitholder whose common units are loaned to a
    short seller to cover a short sale of common units (please read
     Tax Consequences of Common Unit
    Ownership  Treatment of Short Sales);
    whether our monthly convention for allocating taxable income and
    losses is permitted by existing Treasury Regulations (please
    read  Disposition of Common Units 
    Allocations Between Transferors and Transferees); and
    whether our method for depreciating Section 743 adjustments
    is sustainable in certain cases (please read
     Tax Consequences of Common Unit
    Ownership  Section 754 Election and
     Uniformity of Common Units).  Partnership
    Status
   154




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155




---



##### Table of Contents



Limited
    Partner Status
        Tax
    Consequences of Common Unit Ownership
  Flow-Through of Taxable Income.
  Treatment of Distributions.
  and/or
 156




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##### Table of Contents



Ratio of Taxable Income to Distributions.
  Basis of Common Units.
  Limitations on Deductibility of Losses.
     157




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Limitations on Interest Deductions.
  
    interest on indebtedness properly allocable to property held for
    investment;
    our interest expense attributed to portfolio income; and
    the portion of interest expense incurred to purchase or carry an
    interest in a passive activity to the extent attributable to
    portfolio income.    Entity-Level Collections.
  Allocation of Income, Gain, Loss and
    Deduction.
   158




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##### Table of Contents




    his relative contributions to us;
    the interests of all the partners in profits and losses;
    the interest of all the partners in cash flow; and
    the rights of all the partners to distributions of capital upon
    liquidation.    Treatment of Short Sales.
  
    any of our income, gain, loss or deduction with respect to those
    common units would not be reportable by the unitholder;
    any cash distributions received by the unitholder as to those
    common units would be fully taxable; and
    all of these distributions would appear to be ordinary income.    Alternative Minimum Tax.
 159




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##### Table of Contents



Tax Rates. 2008-2010,
  Section 754 Election.
  Regulation Section 1.167(c)-1(a)(6),
  non-amortizable Regulation Section 1.167(c)-1(a)(6),
     160




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non-amortizable
  Tax
    Treatment of Operations
  Accounting Method and Taxable Year.
  Initial Tax Basis, Depreciation and
    Amortization.
        Valuation and Tax Basis of Our Properties.
 161




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Disposition
    of Common Units
  Recognition of Gain or Loss.
          
    a short sale; 162




---



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
    an offsetting notional principal contract; or
    a futures or forward contract with respect to the partnership
    interest or substantially identical property.    Allocations Between Transferors and
    Transferees.
      Notification Requirements.
  Constructive Termination. twelve-month
 163




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##### Table of Contents



Uniformity
    of Common Units
  Regulation Section 1.167(c)-1(a)(6).
  non-amortizable, Regulation Section 1.167(c)-1(a)(6),
  Tax-Exempt
    Organizations and Other Investors
         164




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Form W-8BEN
      Administrative
    Matters
  Information Returns and Audit Procedures. Schedule K-1,
       165




---



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Nominee Reporting.
                  Accuracy-Related
    Penalties
             166




---



##### Table of Contents



Reportable Transactions.
    
    accuracy-related penalties with a broader scope, significantly
    narrower exceptions, and potentially greater amounts than
    described above at  Accuracy-Related
    Penalties,
    for those persons otherwise entitled to deduct interest on
    federal tax deficiencies, non-deductibility of interest on any
    resulting tax liability, and
    in the case of a listed transaction, an extended statute of
    limitations.    State,
    Local and Other Tax Considerations
    It is the responsibility of each unitholder to investigate
    the legal and tax consequences, under the laws of pertinent
    jurisdictions, of his investment in us. Accordingly, each
    prospective unitholder is urged to consult, and depend on, their
    own tax counsel or other advisor with regard to those matters.
    Further, it is the responsibility of each unitholder to file all
    state and local, as well as United States federal tax returns,
    that may be required of him. Andrews Kurth LLP has not rendered
    an opinion on the state or local tax consequences of an
    investment in us.
 167




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INVESTMENT
    IN WILLIAMS PIPELINE PARTNERS L.P. BY EMPLOYEE BENEFIT
    PLANS
    
    whether the investment is consistent with the requirements of
    Section 404 of ERISA, which include that plan investments
    (i) must be solely in the interest of participants and
    beneficiaries, (ii) must be prudent, (iii) must
    consider diversification of the plans assets, and
    (iv) must be consistent with the plans governing
    documents;
    whether the investment is consistent with the requirements of
    the Internal Revenue Code, or will result in recognition of
    unrelated business taxable income by the plan and, if so, the
    potential after-tax investment return. Please read
    Material Tax Consequences  Tax-Exempt
    Organizations and Other Investors.                 168




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##### Table of Contents



UNDERWRITING
    Number ofUnderwriters

Common UnitsLehman Brothers Inc.Citigroup Global Markets Inc.Total


13,000,000     
    the obligation to purchase all of the common units offered
    hereby (other than those common units covered by their option to
    purchase additional common units as described below), if any of
    the common units are purchased;
    the representations and warranties made by us to the
    underwriters are true;
    there is no material change in our business or the financial
    markets; and
    we deliver customary closing documents to the underwriters.  Commissions
    and Expenses
    No Exercise


Full ExercisePer unitTotal         Option
    to Purchase Additional Common Units
   169




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Lock-Up
    Agreements
    180-day
  
    during the last 17 days of the
    180-day
    restricted period we issue an earnings release or material news
    or a material event relating to us occurs; or
    prior to the expiration of the
    180-day
    restricted period, we announce that we will release earnings
    results during the
    16-day
    period beginning on the last day of the
    180-day
    period,  18-day
  lock-up lock-up
  25-day lock-up 180-day lock-up
  Offering
    Price Determination
    
    the history and prospects for the industry in which we compete;
    our financial information;
    the ability of our management and our business potential and
    earning prospects;
    the prevailing securities markets at the time of this
    offering; and 170




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##### Table of Contents




    the recent market prices of, and the demand for, publicly traded
    common units of generally comparable master limited partnerships.  Indemnification
    Directed
    Unit Program
  25-day Lock-Up
  Stabilization,
    Short Positions and Penalty Bids
    
    Stabilizing transactions permit bids to purchase the underlying
    security so long as the stabilizing bids do not exceed a
    specified maximum.
    A short position involves a sale by the underwriters of the
    common units in excess of the number of common units the
    underwriters are obligated to purchase in the offering, which
    creates the syndicate short position. This short position may be
    either a covered short position or a naked short position. In a
    covered short position, the number of common units involved in
    the sales made by the underwriters in excess of the number of
    common units they are obligated to purchase is not greater than
    the number of common units that they may purchase by exercising
    their option to purchase additional common units. In a naked
    short position, the number of common units involved is greater
    than the number of common units in their option to purchase
    additional common units. The underwriters may close out any
    short position by either exercising their option to purchase
    additional common units
    and/or
    purchasing common units in the open market. In determining the
    source of common units to close out the short position, the
    underwriters will consider, among other things, the price of
    common units available for purchase in the open market as
    compared to the price at which they may purchase common units
    through their option to purchase additional common units. A
    naked short position is more likely to be created if the
    underwriters are concerned that there could be downward pressure
    on the price of the common units in the open market after
    pricing that could adversely affect investors who purchase in
    the offering.
    Syndicate covering transactions involve purchases of the common
    units in the open market after the distribution has been
    completed in order to cover syndicate short positions.
    Penalty bids permit the representatives to reclaim a selling
    concession from a syndicate member when the common units
    originally sold by the syndicate member is purchased in a
    stabilizing or syndicate covering transaction to cover syndicate
    short positions.   171




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Electronic
    Distribution
  and/or
  and/or
  New
    York Stock Exchange
    Discretionary
    Sales
    Stamp
    Taxes
    Relationships/NASD
    Conduct Rules
     172




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VALIDITY
    OF THE COMMON UNITS
    EXPERTS
        WHERE
    YOU CAN FIND MORE INFORMATION
  Form S-l 1-800-SEC-0330.
  www.sec.gov.
    www.williamspipelinepartners.com
 173




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Form 10-Q,
    FORWARD-LOOKING
    STATEMENTS
   174




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##### Table of Contents



INDEX
    TO FINANCIAL STATEMENTS
  PageWilliams Pipeline Partners
    L.P.Unaudited Pro Forma Financial
    StatementsIntroduction


F-2Statements of Income for the year
    ended December 31, 2006 and the six months ended
    June 30, 2007


F-3Balance Sheet as of June 30,
    2007


F-4Notes to Pro Forma Financial
    Statements


F-5Williams Pipeline Partners
    PredecessorFinancial StatementsReport of Independent Registered
    Public Accounting Firm


F-7Statements of Income for the years
    ended December 31, 2004, 2005 and 2006 and the six months
    ended June 30, 2006 and 2007 (Unaudited)


F-8Balance Sheets as of
    December 31, 2005 and 2006 and June 30, 2007
    (Unaudited)


F-9Statements of Cash Flows for the
    years ended December 31, 2004, 2005 and 2006 and the six
    months ended June 30, 2006 and 2007 (Unaudited)


F-10Statements of Owners Equity
    and Comprehensive Income for the years ended December 31,
    2004, 2005 and 2006 and the six months ended June 30, 2007
    (Unaudited)


F-11Notes to Financial Statements


F-12Williams Pipeline Partners
    L.P.Report of Independent Registered
    Public Accounting Firm


F-15Balance Sheet as of
    August 31, 2007


F-16Note to Balance Sheet


F-17Williams Pipeline GP,
    LLCReport of Independent Registered
    Public Accounting Firm


F-18Balance Sheet as of
    August 31, 2007


F-19Note to Balance Sheet


F-20Northwest Pipeline
    Corporation:Annual Financial
    StatementsReport of Independent Registered
    Public Accounting Firm


F-21Statements of Income for the years
    Ended December 31, 2004, 2005 and 2006


F-22Balance Sheets as of
    December 31, 2005 and 2006


F-23Statements of Common
    Stockholders Equity for the years ended December 31,
    2004, 2005 and 2006


F-24Statements of Comprehensive Income
    for the years ended December 31, 2004, 2005 and 2006


F-25Statements of Cash Flows for the
    years ended December 31, 2004, 2005 and 2006


F-26Notes to Financial Statements


F-27Unaudited Interim Financial
    StatementsCondensed Statements of Income for
    the six months ended June 30, 2006 and 2007


F-45Condensed Balance Sheets as of
    December 31, 2006 and June 30, 2007


F-46Condensed Statements of Cash Flows
    for the six months ended June 30, 2006 and 2007


F-47Notes to Condensed Financial
    Statements


F-48  F-1




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WILLIAMS
    PIPELINE PARTNERS L.P.
    UNAUDITED PRO FORMA FINANCIAL STATEMENTS
  Introduction
       F-2




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  UNAUDITED
    PRO FORMA STATEMENTS OF INCOME
  Year Ended December 31, 2006


Six Months Ended June 30, 2007Williams





Pro Forma


Williams





Pro FormaPipeline





Williams


Pipeline





WilliamsPartners





Pipeline


Partners





PipelinePredecessor


Pro Forma


Partners


Predecessor


Pro Forma


PartnersHistorical


Adjustments


L.P.


Historical


Adjustments


L.P.(In thousands  except per unit amounts)Equity earnings from investment in
    Northwest

$
13,616


$
7,801
(A)

$
21,417


$
15,186


$
9,220
(A)

$
24,087(319
)(B)General and administrative expenses






(3,000
)(C)


(3,000
)






(1,500
)(C)


(1,500
)Net income

$
13,616


$
4,801


$
18,417


$
15,186


$
7,401


$
22,587Net income (loss) allocated to
    general partner









$
(1,592
)









$
1,820Net income allocated to limited
    partners









$
20,009










$
20,767Net income per limited
    partners unit:Common units









$
0.84










$
0.87Subordinated units










0.84











0.87Weighted average number of limited
    partners units outstanding:Common units










16,003,565











16,003,565Subordinated units










7,759,304











7,759,304    F-3




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  UNAUDITED
    PRO FORMA BALANCE SHEET
 June 30,
    2007
  Williams





Pro FormaPipeline





WilliamsPartners





PipelinePredecessor


Pro Forma


PartnersHistorical


Adjustments


L.P.(In thousands)ASSETSCash

$



$
260,000
(D)

$
(16,900
)(E)(3,400
)(F)(239,700
)(G)Investment in Northwest


229,822



(19,083
)(B)


278,37467,635
(H)Total assets

$
229,822


$
48,552


$
278,374CAPITALOwners equity

$
229,822


$
(239,700
)(G)

$
(19,083
)(B)67,635
(H)(38,674
)(I)Partners capital:Common unitholders






260,000
(D)


183,727(16,900
)(E)(3,400
)(F)(55,973
)(I)Subordinated unitholders






89,080
(I)


89,080General partner






5,567
(I)


5,567Total partners capital






278,374



278,374Total capital

$
229,822


$
48,552


$
278,374    F-4




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    UNAUDITED PRO FORMA FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation, the Offering and Other Transactions      
    the issuance by Williams Pipeline Partners L.P. of common units
    to the public and its purchase of a 13.4% interest in Northwest;
    the payment of estimated underwriting commissions and other
    offering expenses;
    the conversion of Northwest Pipeline Corporation to a general
    partnership; and
    the transfer of the Parachute Lateral, a segment of
    Northwests Pipeline System, to an affiliate of Williams.  2.
    Pro Forma
    Adjustments and Assumptions             F-5




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WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    UNAUDITED PRO FORMA FINANCIAL
    STATEMENTS  (Continued)
    Offering proceeds

$
260.0Underwriter commissions and
    structuring fees


(16.9
)Offering expenses


(3.4
)$
239.7       
    $(56.0) million for the common units;
    $89.1 million for the subordinated units; and
    $5.6 million for the general partners units.    Note 3.
    Pro Forma
    Net Income Per Unit    
    $2.0 million special allocation of costs to the general
    partner associated with capital contributions to us from our
    general partner related to the general and administrative
    expense credit; and
    the minimum quarterly distribution was made to all common and
    subordinated unitholders for each quarter even when that amount
    is greater than pro forma net income for the quarter.    
    $1.0 million special allocation of costs to the general
    partner associated with capital contributions to us from our
    general partner related to the general and administrative
    expense credit; and
    $2.3 million of incentive distributions to our general
    partner.   F-6




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              F-7




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  STATEMENTS
    OF INCOME
 (Thousands of dollars)
  Years Ended December 31,


Six Months Ended June 30,2004


2005


2006


2006


2007(Audited)


(Unaudited)Equity earnings from investment in
    Northwest

$
18,494


$
17,244


$
13,616


$
8,010


$
15,186Net income

$
18,494


$
17,244


$
13,616


$
8,010


$
15,186    F-8




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  BALANCE
    SHEETS
 (Thousands of dollars)
  December 31,


June 30,2005


2006


2007(Audited)


(Unaudited)ASSETSInvestment in Northwest

$
189,087


$
214,486


$
229,822Total assets

$
189,087


$
214,486


$
229,822OWNERS EQUITYOwners equity

$
189,087


$
214,486


$
229,822Total owners equity

$
189,087


$
214,486


$
229,822    F-9




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  STATEMENTS
    OF CASH FLOWS
 (Thousands of dollars)
  Six Months EndedYears Ended December 31,


June 30,2004


2005


2006


2006


2007(Audited)


(Unaudited)OPERATING ACTIVITIES:Net income

$
18,494


$
17,244


$
13,616


$
8,010


$
15,186Adjustment to reconcile to net
    cash provided by operating activities  Equity
    earnings from investment in Northwest


(18,494
)


(17,244
)


(13,616
)


(8,010
)


(15,186
)Net cash provided by operating
    activities


















NET INCREASE IN CASH AND CASH
    EQUIVALENTS


















CASH AND CASH EQUIVALENTS AT
    BEGINNING OF PERIOD


















CASH AND CASH EQUIVALENTS AT END
    OF PERIOD

$



$



$



$



$
    F-10




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  STATEMENTS
    OF OWNERS EQUITY AND COMPREHENSIVE INCOME
 (Thousands of dollars)
  Years Ended December 31,


Six Months Ended2004


2005


2006


June 30, 2007(Audited)


(Unaudited)Owners equity at beginning
    of period

$
180,753


$
184,343


$
189,087


$
214,486In-kind capital contribution from
    parent










16,250



In-kind dividends


(15,000
)


(12,500
)






Net Income


18,494



17,244



13,616



15,186Other comprehensive incomeMinimum pension liability
    adjustment, net of tax


96











Gain (loss) on cash flow hedges,
    net of reclassification adjustments










90



(5
)Total comprehensive income


18,590



17,244



13,706



15,181Adjustment to apply
    SFAS No. 158:Pension benefits, net of tax:Amortization prior service cost










(77
)


6Amortization net actuarial loss










(4,480
)


149Total owners equity at end
    of period

$
184,343


$
189,087


$
214,486


$
229,822    F-11




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  NOTES TO
    FINANCIAL STATEMENTS
  1.
    Description
    of Business and Basis of Presentation         Six MonthsYear Ended December 31,


Ended June 30,2004


2005


2006


2006


2007(Audited)


(Unaudited)(Thousands of dollars)Income StatementNorthwest net income

$
76,655


$
71,755


$
57,143


$
33,376


$
61,921Depreciation of excess purchase
    price, net of income taxes


2,681



2,781



2,681



1,338



1,177Net income including excess
    purchase price

$
73,974


$
68,974


$
54,462


$
32,038


$
60,744Companys 25% interest

$
18,494


$
17,244


$
13,616


$
8,010


$
15,186Balance SheetNorthwest equity





$
708,757


$
813,037






$
875,558Equity from excess purchase price






47,589



44,908







43,731Equity including excess purchase
    price





$
756,346


$
857,945






$
919,289Companys 25% interest





$
189,087


$
214,486






$
229,822  F-12




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  NOTES TO
    FINANCIAL STATEMENTS  (continued)
  2.
    Summary
    of Significant Accounting Policies  Use of Estimates.
  Equity Method Investments.
  Impairment of Investments.
  Income Taxes.
  3.
    Investment
    in Northwest    Six Months EndedJune 30,2004


2005


2006


2006


2007(Audited)


(Unaudited)(Thousands of dollars)Current assets





$
179,478


$
121,408






$
111,661Noncurrent assets






1,512,893



1,943,417







1,972,828Current liabilities






92,350



376,044







330,814Noncurrent liabilities






843,675



830,836







834,386Owners equity





$
756,346


$
857,945






$
919,289Operating revenues

$
338,532


$
321,457


$
324,250


$
159,553


$
205,698Operating expenses


183,035



184,377



212,263



100,829



91,925Operating income


155,497



137,080



111,987



58,724



113,773Other income  net


5,278



10,597



16,597



10,915



9,559Interest charges


41,637



40,024



42,916



19,502



25,708Income before income taxes


119,138



107,653



85,668



50,137



97,624Provision for income taxes


45,164



38,679



31,206



18,099



36,880Net income

$
73,974


$
68,974


$
54,462


$
32,038


$
60,744  F-13




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  NOTES TO
    FINANCIAL STATEMENTS  (continued)
  4.  Owners
    Equity and Comprehensive Income
     F-14




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  The Board of
    Directors and Partners of Williams Pipeline Partners L.P.
        Ernst &
    Young LLP
    F-15




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  BALANCE
    SHEET
 August 31,
    2007
  ASSETSTotal assets

$
PARTNERS EQUITYPartners EquityLimited partners equity

$
980General partners equity


20Less receivables from partners


(1,000
)Total partners
    equity

$
    F-16




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTE TO
    BALANCE SHEET
  1.
    Nature of
    Operations       F-17




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              F-18




---



##### Table of Contents



WILLIAMS
    PIPELINE GP LLC
  BALANCE
    SHEET
  August 31, 2007
  ASSETSTotal assets

$
OWNERS EQUITYOwners EquityOwners equity

$
1,000Less receivable from owner


(1,000
)Total owners equity

$
    F-19




---



##### Table of Contents



WILLIAMS
    PIPELINE GP LLC
  NOTE TO
    THE BALANCE SHEET
  1.
    Nature of
    Operations         F-20




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                F-21




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  STATEMENTS
    OF INCOME
  Years Ended December 31,2004


2005


2006(Thousands of dollars)OPERATING REVENUES

$
338,532


$
321,457


$
324,250OPERATING EXPENSES:General and administrative


51,062



49,749



56,463Operation and maintenance


42,878



53,330



65,763Depreciation


65,615



66,333



75,192Regulatory credits


(7,180
)


(4,446
)


(4,469
)Taxes, other than income taxes


17,492



15,115



15,018Impairment charges (Note 12)


8,872







Total operating expenses


178,739



180,081



207,967Operating income


159,793



141,376



116,283OTHER INCOME  net:Interest income Affiliated companies


4,517



3,801



3,920Other


340



2,820



3,423Allowance for equity funds used
    during construction


806



2,872



8,947Miscellaneous other income
    (deductions), net


(385
)


1,104



307Total other income  net


5,278



10,597



16,597INTEREST CHARGES:Interest on long-term debt


38,721



38,164



43,649Other interest


3,368



3,389



3,824Allowance for borrowed funds used
    during construction


(452
)


(1,529
)


(4,557
)Total interest charges


41,637



40,024



42,916INCOME BEFORE INCOME TAXES


123,434



111,949



89,964PROVISION FOR INCOME TAXES


46,779



40,194



32,821NET INCOME

$
76,655


$
71,755


$
57,143CASH DIVIDENDS ON COMMON STOCK

$
60,000


$
50,000


$
    F-22




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  BALANCE
    SHEETS
  December 31,2005


2006(Thousands of dollars)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
59,709


$
1,489Advances to affiliates


50,000



49,980Accounts receivable Trade, less allowance of $91 for
    2005 and $53 for 2006


28,677



32,230Affiliated companies


4,015



591Income taxes due from affiliate


1,475



Materials and supplies, less
    reserves of $263 for 2005 and $472 for 2006


8,365



10,013Exchange gas due from others


11,257



10,556Exchange gas offset (Note 1)


9,386



4,538Deferred income taxes


3,913



4,066Prepayments and other


2,681



7,945Total current assets


179,478



121,408PROPERTY, PLANT AND EQUIPMENT, at
    cost


2,286,280



2,669,056Less  Accumulated
    depreciation


957,385



893,033Total property, plant and equipment


1,328,895



1,776,023OTHER ASSETS:Deferred charges


49,124



32,093Regulatory assets


58,607



63,330Total other assets


107,731



95,423Total assets

$
1,616,104


$
1,992,854LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable Trade

$
25,835


$
55,403Affiliated companies


3,754



13,701Accrued liabilities Income taxes due to affiliate






3,090Taxes, other than income taxes


8,511



6,779Interest


7,013



7,038Employee costs


8,731



10,759Exchange gas due to others


20,643



15,094Deferred contract termination
    income


6,045



6,045Other


4,318



5,268Current maturities of long-term
    debt (Note 4)


7,500



252,867Total current liabilities


92,350



376,044LONG-TERM DEBT, LESS CURRENT
    MATURITIES


512,580



434,208DEFERRED INCOME TAXES


236,548



255,469DEFERRED CREDITS AND OTHER
    NONCURRENT LIABILITIES


65,869



114,096CONTINGENT LIABILITIES AND
    COMMITMENTSCOMMON STOCKHOLDERS EQUITY:Common stock, par value $1 per
    share; authorized and outstanding, 1,000 shares


1



1Additional paid-in capital


262,844



327,844Retained earnings


445,912



503,055Accumulated other comprehensive
    loss






(17,863
)Total common stockholders
    equity


708,757



813,037Total liabilities and
    stockholders equity

$
1,616,104


$
1,992,854    F-23




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  STATEMENTS
    OF COMMON STOCKHOLDERS EQUITY
  Years Ended December 31,2004


2005


2006(Thousands of dollars)Common stock, par value $1 per
    share, authorized and outstanding, 1,000 shares

$
1


$
1


$
1Additional paid-in
    capital Balance at beginning of period


262,844



262,844



262,844Capital contribution from parent










65,000Balance at end of period


262,844



262,844



327,844Retained earnings Balance at beginning of period


407,502



424,157



445,912Net income


76,655



71,755



57,143Cash dividends


(60,000
)


(50,000
)


Balance at end of period


424,157



445,912



503,055Accumulated other comprehensive
    loss (net of tax) Balance at beginning of period


(388
)






Gain on cash flow hedges, net of
    reclassification adjustments










365Minimum pension liability
    adjustment


388







Adjustment to initially apply
    SFAS No. 158:Pension benefits:Prior service cost










(308
)Net actuarial loss










(17,920
)Balance at end of period










(17,863
)Total common stockholders
    equity

$
687,002


$
708,757


$
813,037    F-24




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  STATEMENTS
    OF COMPREHENSIVE INCOME
  Years Ended December 31,2004


2005


2005(Thousands of dollars)Net Income

$
76,655


$
71,755


$
57,143Gain on cash flow hedges, net of
    tax of ($220) for 2006










365Minimum pension liability
    adjustment, net of tax of ($240) for 2004


388







Total comprehensive income

$
77,043


$
71,755


$
57,508    F-25




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  STATEMENTS
    OF CASH FLOWS
  Years Ended December 31,2004


2005


2006(Thousands of dollars)OPERATING ACTIVITIES:Net Income

$
76,655


$
71,755


$
57,143Adjustments to reconcile to net
    cash provided by operating activities Depreciation


65,615



66,333



75,192Regulatory credits


(7,180
)


(4,446
)


(4,469
)Provision (benefit) for deferred
    income taxes


33,524



(18,571
)


29,531Impairment charges


8,872







Amortization of deferred charges
    and credits


4,189



4,053



2,484Allowance for equity funds used
    during construction


(806
)


(2,872
)


(8,947
)Reserve for doubtful accounts






44



(38
)Changes in:Trade accounts receivable


918



1,639



(3,515
)Affiliated receivables, including
    income taxes


577



(5,489
)


4,899Exchange gas due from others


(5,765
)


(4,632
)


5,549Materials and supplies


899



236



(1,912
)Other current assets


685



(800
)


(5,264
)Deferred charges


(5,854
)


(6,992
)


(1,610
)Trade accounts payable


(6,279
)


8,931



27,440Affiliated payables, including
    income taxes


5,019



(15,785
)


13,037Exchange gas due to others


5,765



4,632



(5,549
)Other accrued liabilities


2,422



6,440



1,192Other deferred credits


2,592



3,659



4,095Net cash provided by operating
    activities


181,848



108,135



189,258INVESTING ACTIVITIES:Property, plant and
    equipment Capital expenditures


(102,213
)


(137,232
)


(473,566
)Proceeds from sales


5,033







Asset removal cost






(1,568
)


(9,733
)Changes in accounts payable


(784
)


6,564



2,881Proceeds from contract termination
    payment






87,917



3,348Repayments from affiliates


36,356







20Net cash used in investing
    activities


(61,608
)


(44,319
)


(477,050
)FINANCING ACTIVITIES:Proceeds from issuance of
    long-term debt










174,447Principal payments on long-term
    debt


(7,500
)


(7,500
)


(7,500
)Debt issuance costs










(2,375
)Capital contribution from parent










65,000Dividends paid


(60,000
)


(50,000
)


Net cash provided by (used in)
    financing activities


(67,500
)


(57,500
)


229,572NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS


52,740



6,316



(58,220
)CASH AND CASH EQUIVALENTS AT
    BEGINNING OF YEAR


653



53,393



59,709CASH AND CASH EQUIVALENTS AT END
    OF YEAR

$
53,393


$
59,709


$
1,489    F-26




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and 2004
  1.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES      Nature
    of Operations
    Regulatory
    Accounting
    Basis
    of Presentation
    Use of
    Estimates
   F-27




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Property,
    Plant and Equipment
      25-year 15-year
         F-28




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Allowance
    for Borrowed and Equity Funds Used During
    Construction
      Advances
    to Affiliates
    Accounts
    Receivable and Allowance for Doubtful Receivables
    Materials
    and Supplies Inventory
      Impairment
    of Long-Lived Assets
   F-29




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  and/or
  Income
    Taxes
      Deferred
    Charges
    Cash
    and Cash Equivalents
    Exchange
    Gas Imbalances
    Revenue
    Recognition
    Environmental
    Matters
   F-30




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Interest
    Payments
    Recent
    Accounting Standards
      FERC Order, Accounting for Pipeline Assessment
    Cost
  Reclassifications
    and Adjustments
       F-31




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  2.
    RATE AND
    REGULATORY MATTERS  General
    Rate Case (Docket
    No. RP06-416)
    3.
    CONTINGENT
    LIABILITIES AND COMMITMENTS  Legal
    Proceedings
    Environmental
    Matters
    clean-up
 F-32




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  clean-ups
  Safety
    Matters
  Pipeline Integrity Regulations
  Other
    Matters
    Summary
    Other
    Commitments
    Termination
    of the Grays Harbor Transportation Agreement
   F-33




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
          4. DEBT,
    FINANCING ARRANGEMENTS AND LEASES
  Debt
    Covenants
    Long-Term
    Debt
      December 31,2005


2006(Thousands of dollars)6.625%, payable 2007

$
250,000


$
250,0007%, payable 2016






174,4777.125%, payable 2025


84,774



84,7858.125%, payable 2010


175,000



175,0009%, payable 2004 through 2007


10,306



2,813Total long-term debt


520,080



687,075Less current maturities


7,500



252,867Total long-term debt, less current
    maturities

$
512,580


$
434,208  F-34




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    (Thousands of Dollars)2007

$
252,8672008


2009


2010


175,0002011


Thereafter


260,000Total

$
687,867     Line-of-Credit
    Arrangements
    Leases
     F-35




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    (Thousandsof Dollars)2007

$
6,3772008


6,3762009


6,312$
19,065Less: noncancelablesubleases


8,241Total

$
10,824     5.
    EMPLOYEE
    BENEFIT PLANS  SFAS No. 158
    Adoption
       F-36




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      Prior to


Effect of


AfterSFAS No. 158


SFAS No. 158


SFAS No. 158Adoption(1)


Adoption(1)


Adoption(1)(Thousands of dollars)Balances related to pension plans
    within:Assets:Noncurrent assets

$
19,021


$
(18,109
)

$
912Regulatory assets


83



(83
)


Liabilities:Current liabilities






79



79Noncurrent liabilities


3,377



10,941



14,318Regulatory liabilities


16,562







16,562Deferred income tax liabilities






(10,984
)


(10,984
)Stockholders Equity:Accumulated other comprehensive
    loss






(18,228
)


(18,228
)Balances related to other
    postretirement benefits plans within:Assets:Noncurrent assets


13,639



25



13,664Liabilities:Regulatory liabilities


13,329



25



13,354     (1)
    
    Amounts in brackets represent a reduction within the line item
    balance included on the Balance Sheet.      Pension BenefitsGross


Net of Tax(Thousands of dollars)Amounts not yet recognized in net
    periodic benefit expense:Unrecognized prior service cost

$
(494
)

$
(308
)Unrecognized net actuarial losses


(28,717
)


(17,920
)Amounts expected to be recognized
    in net periodic benefit expense in 2007:Prior service cost


77



48Net actuarial losses


1,969



1,229  F-37




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Pension
    plans
      Postretirement
    benefits other than pensions
    Defined
    contribution plan
    Stock-Based
    Compensation
  Plan
    Information
     F-38




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Accounting
    for Stock-Based Compensation
      6.
    INCOME
    TAXES    December 31,2005


2006(Thousands of dollars)Property, plant and equipment

$
220,057


$
269,276Regulatory assets


12,303



15,800Loss on reacquired debt


4,521



3,962Other  net


8,024



5,808Deferred tax liabilities


244,905



294,846Accrued liabilities


2,569



29,225Accrued benefits


9,701



14,218Deferred tax assets


12,270



43,443Net deferred tax liabilities

$
232,635


$
251,403Reflected as:Deferred income taxes 
    current asset

$
3,913


$
4,066Deferred income taxes 
    noncurrent liability


236,548



255,469$
232,635


$
251,403  F-39




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Year Ended December 31,2004


2005


2006(Thousands of dollars)Current:Federal

$
11,406


$
52,292


$
2,940State


1,849



6,473



35013,255



58,765



3,290Deferred:Federal


30,128



(16,373
)


26,388State


3,396



(2,198
)


3,14333,524



(18,571
)


29,531Total provision

$
46,779


$
40,194


$
32,821     Year Ended December 31,2004


2005


2006(Thousands of dollars)Provision at statutory Federal
    income tax rate of 35 percent

$
43,202


$
39,182


$
31,487Increase (decrease) in tax
    provision resulting from State income taxes net of Federal
    tax benefit


3,409



2,779



2,270Book/tax basis reconciliation
    adjustment






(1,835
)


(723
)Other  net


168



68



(213
)Provision for income taxes

$
46,779


$
40,194


$
32,821Effective tax rate


37.90
%


35.90
%


36.48
%       7.
    FINANCIAL
    INSTRUMENTS  Disclosures
    About the Fair Value of Financial Instruments
    Cash, cash equivalents and advances to
    affiliate
  Long-term debt
 F-40




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    8.
    TRANSACTIONS
    WITH MAJOR CUSTOMERS AND AFFILIATES  Concentration
    of Off-Balance-Sheet and Other Credit Risk
    Year Ended December 31,2004


2005


2006(Thousands of dollars)Puget Sound Energy, Inc.

$
46,997


$
56,480


$
64,428Northwest Natural Gas Co.


38,067



35,420



35,242     Related
    Party Transactions
          9.
    ASSET
    RETIREMENT OBLIGATIONS   F-41




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  and/or
        2006Beginning balance

$
15,372Accretion


965New obligations


1,451Changes in estimates of existing
    obligations


30,232Ending Balance

$
48,020    F-42




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  10.
    REGULATORY
    ASSETS AND LIABILITIES    2005


2006(Thousands of dollars)Current regulatory
    assets  environmental costs

$
1,400


$
1,500Non-current regulatory assetsAsset retirement obligations


14,456



15,501Environmental costs


2,697



3,200Grossed-up
    deferred taxes on equity funds used during construction


21,470



21,252Levelized incremental projects


18,587



22,118Other postemployment benefits


1,397



1,259Total non-current regulatory assets


58,607



63,330Total regulatory assets

$
60,007


$
64,830Non-current regulatory liabilitiesNegative salvage

$
15,883


$
18,178Pension plans


17,478



16,562Postretirement benefits


10,803



13,354Total regulatory liabilities

$
44,164


$
48,094   11.
    COMPREHENSIVE
    INCOME    2004


2005


2006(Thousands of dollars)Net income

$
76,655


$
71,755


$
57,143Other comprehensive income:Cash flow hedges:Balance at beginning of period










Gain on cash flow hedges










619Reclassification cash flow hedge
    gain into earnings










(34
)Balance at end of period










585Minimum pension liability:Balance at beginning of period


388







Minimum pension liability
    adjustment


(388
)






Balance at end of period










Other comprehensive income before
    taxes










585Income tax provision on other
    comprehensive income










(220
)Other comprehensive income










365Comprehensive income

$
76,655


$
71,755


$
57,508  F-43




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    12.
    IMPAIRMENTS    13.
    QUARTERLY
    INFORMATION (UNAUDITED)    Quarter of 2006First


Second


Third


Fourth(Thousands of dollars)Operating revenues

$
79,638


$
79,915


$
81,088


$
83,609Operating income


30,946



29,955



27,764



27,618Net income


15,902



17,474



11,273



12,494     Quarter of 2005First


Second


Third


Fourth(Thousands of dollars)Operating revenues

$
80,283


$
78,907


$
79,639


$
82,628Operating income


37,664



34,498



36,074



33,140Net income


18,317



17,189



18,252



17,997    F-44




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##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  CONDENSED STATEMENT OF INCOME
  Six Months EndedJune 30,2006


2007(Unaudited)(Thousands of dollars)OPERATING REVENUES

$
159,553


$
205,698OPERATING EXPENSES:General and administrative


26,865



31,355Operation and maintenance


30,334



30,844Depreciation


35,184



39,405Regulatory credits


(2,616
)


(1,745
)Taxes, other than income taxes


8,914



6,480Regulatory liability reversal
    (Note 1)






(16,562
)Total operating expenses


98,681



89,777Operating income


60,872



115,921OTHER INCOME  netInterest income Affiliated


1,947



637Other


1,249



365Allowance for equity funds used
    during construction


3,134



1,511Miscellaneous other income, net


3,690



1,001Contract termination income


895



6,045Total other income, net


10,915



9,559INTEREST CHARGES:Interest on long-term debt


19,189



24,104Other interest


1,913



2,538Allowance for borrowed funds used
    during construction


(1,600
)


(934
)Total interest charges


19,502



25,708INCOME BEFORE INCOME TAXES


52,285



99,772PROVISION FOR INCOME TAXES


18,909



37,851NET INCOME

$
33,376


$
61,921    F-45




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  CONDENSED BALANCE SHEET
  December 31,


June 30,2006


2007(Audited)


(Unaudited)(Thousands of dollars)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
1,489


$
367Advance to affiliates


49,980



42,464Accounts receivable Trade, less allowance of $53 for
    December 31, 2006 and June 30, 2007


32,230



36,576Affiliated companies


591



1,495Materials and supplies, less
    reserves of $472 for December 31, 2006 and $454 for
    June 30, 2007


10,013



10,280Exchange gas due from others


10,556



6,497Exchange gas offset


4,538



2,797Deferred income taxes


4,066



2,723Prepayments and other


7,945



8,462Total current assets


121,408



111,661PROPERTY, PLANT AND EQUIPMENT, at
    cost


2,669,056



2,734,278Less  Accumulated
    depreciation


893,033



923,201Total property, plant and equipment


1,776,023



1,811,077OTHER ASSETS:Deferred charges


32,093



39,999Regulatory assets


47,829



51,929Total other assets


79,922



91,928Total assets

$
1,977,353


$
2,014,666LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable- Trade

$
55,403


$
26,021Affiliated companies


13,701



9,821Accrued liabilities Income taxes due to affiliate


3,090



7,739Taxes, other than income taxes


6,779



8,665Interest


7,038



5,166Employee costs


10,759



7,492Exchange gas due to others


15,094



9,294Deferred contract termination income


6,045



Other


5,268



3,749Current maturities of long-term debt


252,867



252,867Total current liabilities


376,044



330,814LONG-TERM DEBT LESS CURRENT
    MATURITIES


434,208



443,620DEFERRED INCOME TAXES


255,469



274,243DEFERRED CREDITS AND OTHER
    NONCURRENT LIABILITIES


98,595



90,431CONTINGENT LIABILITIES AND
    COMMITMENTS,.COMMON STOCKHOLDERS EQUITY:Common stock, par value $1 per
    share; authorized and outstanding, 1,000 shares


1



1Additional paid-in capital


327,844



327,844Retained earnings


503,055



564,974Accumulated other comprehensive loss


(17,863
)


(17,261
)Total common stockholders
    equity


813,037



875,558Total liabilities and
    stockholders equity

$
1,977,353


$
2,014,666    F-46




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##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  CONDENSED STATEMENT OF CASH FLOWS
  Six Months EndedJune 30,2006


2007(Unaudited)(Thousands of dollars)OPERATING ACTIVITIES:Net Income

$
33,376


$
61,921Adjustments to reconcile to net
    cash provided by operating activities  Depreciation


35,184



39,405Regulatory credits


(2,616
)


(1,745
)Provision for deferred income taxes


17,755



19,754Amortization of deferred charges
    and credits


935



4,451Allowance for equity funds used
    during construction


(3,134
)


(1,511
)Regulatory liability reversal






(16,562
)Contract termination income






(6,045
)Changes in:Trade accounts receivable


(1,060
)


(4,346
)Affiliated receivables, including
    income taxes


5,284



(904
)Exchange gas due from others


8,251



5,800Materials and supplies


194



(267
)Other current assets


(1,199
)


(517
)Deferred charges


(3,433
)


(5,140
)Trade accounts payable


(1,016
)


(344
)Affiliated payables, including
    income taxes


7,535



769Exchange gas due to others


(8,251
)


(5,800
)Other accrued liabilities


630



(3,098
)Other deferred credits


1,828



3,931Net cash provided by operating
    activities


90,263



89,752FINANCING ACTIVITIES:Proceeds from issuance of
    long-term debt


174,447



184,362Prepayments of long-term debt






(175,000
)Debt issuance costs


(2,310
)


(2,133
)Premium on early retirement of
    long-term debt






(7,111
)Changes in cash overdrafts


3,444



(37,543
)Net cash provided by (used in)
    financing activities


175,581



(37,425
)INVESTING ACTIVITIES:Property, plant and equipment
    Capital expenditures


(136,256
)


(68,627
)Proceeds from sales






832Asset removal cost


(10,272
)


Changes in accounts payable


(6,532
)


6,830Proceeds from contract termination
    payments (Note 3)


3,348



Repayments from affiliates


20



7,516Net cash used in investing
    activities


(149,692
)


(53,449
)NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS


116,152



(1,122
)CASH AND CASH EQUIVALENTS AT
    BEGINNING OF PERIOD


59,709



1,489CASH AND CASH EQUIVALENTS AT END
    OF PERIOD

$
175,861


$
367    F-47




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO CONDENSED FINANCIAL STATEMENTS
 (Unaudited)
  1.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Corporate
    Structure and Control
      Basis
    of Presentation
    Form 10-K Form 10-Q.
      Recent
    Accounting Standards
   F-48




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO CONDENSED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
          FERC
    Accounting and Reporting Guidance
    Change
    in Accounting Estimate
    Reclassifications
     F-49




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO CONDENSED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  2.
    RATE AND
    REGULATORY MATTERS  General
    Rate Case (Docket
    No. RP06-416)
    3.
    CONTINGENT
    LIABILITIES AND COMMITMENTS  Legal
    Proceedings
    Environmental
    Matters
    clean-up clean-ups
 F-50




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO CONDENSED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    Safety
    Matters
  Pipeline Integrity Regulations
  Other
    Matters
    Summary
    Termination
    of the Grays Harbor Transportation Agreement
         F-51




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO CONDENSED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    4.
    DEBT AND
    FINANCING ARRANGEMENTS  Revolving
    Credit and Letter of Credit Facilities
      Long-Term
    Debt
  Current
    maturities
    Issuances
    and retirements
      Registration
    payment arrangements
    5.
    TRANSACTIONS
    WITH AFFILIATES     F-52




---



##### Table of Contents



NORTHWEST
    PIPELINE CORPORATION
  NOTES TO CONDENSED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    6.
    COMPREHENSIVE
    INCOME    Six Months EndedJune 30,2006


2007(Thousands of dollars)Net income

$
33,376


$
61,921Gain on cash flow hedges


387



Reclassification of cash flow
    hedge gain into earnings, net of tax


(2
)


(19
)Pension benefits, net of taxAmortization of prior service cost
    ial loss






24Amortization of net actuarial loss






597Total comprehensive income

$
33,761


$
62,523    F-53




---



##### Table of Contents



APPENDIX A
  FORM OF
 AMENDED AND RESTATED
 AGREEMENT OF LIMITED PARTNERSHIP
 OF
 WILLIAMS PIPELINE PARTNERS L.P.
  A-1




---



##### Table of Contents



APPENDIX B
  GLOSSARY
    OF TERMS
  Adjusted EBITDA for Northwest:
  Adjusted operating surplus:
  
    operating surplus generated with respect to that period
    (excluding the $  million basket included
    as a component of operating surplus ); less
    any net increase in working capital borrowings with respect to
    that period; less
    any net decrease in cash reserves for operating expenditures
    with respect to that period not relating to an operating
    expenditure made with respect to that period; plus
    any net decrease in working capital borrowings with respect to
    that period; plus
    any net increase in cash reserves for operating expenditures
    with respect to that period required by any debt instrument for
    the repayment of principal, interest or premium  Available cash:
  
    lessthe amount of cash reserves established by our
    general partner to:  
    provide for the proper conduct of our business, including
    necessary maintenance capital expenditures;
    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distribution to our unitholders and to our
    general partner for any one or more of the next four quarters;  
    plus, all cash on hand on the date of determination
    resulting from cash received after the end of that quarter in
    respect of our ownership interest in Northwest and attributable
    to its operations during that quarter; and
    plus, if our general partner so determines, all or a
    portion of cash on hand on the date of determination of
    available cash for the quarter resulting from working capital
    borrowings made subsequent to the end of such quarter.    Bcf:
  Btu:
  Capital account:
  Capital surplus:
 B-1




---



##### Table of Contents



Closing Price:
  Current Market Price:
  Debt AFUDC:
  Dth:
  EAFUDC:
  GAAP:
  General and administrative expenses:
  Greenfield Construction:
  Interim Capital Transactions:
  
    borrowings other than working capital borrowings;
    sales of our equity and debt securities;
    sales or other dispositions of assets for cash, other than
    inventory, accounts receivable and other current assets sold in
    the ordinary course of business or as part of normal retirement
    or replacement of assets;
    the termination of interest rate swap agreements or commodity
    hedge contracts prior to the termination date specified therein;
    capital contributions received by us; and
    corporate reorganizations or restructurings.  Local Distribution Company or LDC:
  LNG:
  MMBtu:
  MMBtu/d:
  MMcf:
 B-2




---



##### Table of Contents



Operating expenditures: provided
  
    repayment of working capital borrowings deducted from operating
    surplus pursuant to the last bullet point of the definition of
    operating surplus above when such repayment actually occurs;
    payments (including prepayments and prepayment penalties) of
    principal of and premium on indebtedness, other than working
    capital borrowings;
    expansion capital expenditures;
    investment capital expenditures;
    payment of transaction expenses relating to interim capital
    transactions (as defined below);
    distributions to our partners (including distributions in
    respect of Class B common units, if any, and incentive
    distribution rights); or
    non-pro rata purchases of units of any class made with the
    proceeds of an interim capital transaction.     Operating surplus:
  
    $     million; plus
    all of our cash receipts after the closing of this offering
    (other than pursuant to the next bullet), excluding cash from
    our interim capital transactions; plus
    all of our cash receipts after the end of a quarter but before
    the date of determination resulting from cash distributions paid
    on our ownership interest in Northwest (excluding any such
    amounts constituting either (i) cash proceeds from the
    balance of notes receivable outstanding as of the closing of
    this offering between Williams and Northwest under
    Williams cash management program, or (ii) the
    proceeds from Northwests interim capital transactions);
    plus
    working capital borrowings made after the end of a quarter but
    before the date of determination of operating surplus for the
    quarter; plus
    cash distributions paid on equity issued and interest payments
    (and related fees) made on debt incurred to finance all or a
    portion of the construction, acquisition or improvement of a
    capital asset (such as equipment or facilities) in respect of
    the period beginning on the date that we enter into a binding
    obligation to commence the construction, acquisition,
    replacement or improvement and ending on the earlier to occur of
    the date the capital improvement or capital asset commences
    commercial service or the date that it is abandoned or disposed
    of; less
    our operating expenditures after the closing of this offering,
    including maintenance capital expenditures (including capital
    contributions to Northwest to be used by it for maintenance
    capital expenditures); less
    the amount of cash reserves established by our general partner
    to provide funds for future operating expenditures; less
    all working capital borrowings not repaid within twelve months
    after having been incurred.  Peak Day:
 B-3




---



##### Table of Contents



Subordination period:
            provided, however,
  Tbtu:
  Throughput:
  Working capital borrowings:
 B-4




---



##### Table of Contents



13,000,000 Common
    Units
 Representing Limited Partner
    Interests
    PROSPECTUS
 ,
    2007
    Lehman
    Brothers
 Citi




---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN THE PROSPECTUS
  Item 13.
    Other
    Expenses of Issuance and Distribution.    SEC registration fee

$
9,639FINRA filing fee


31,895NYSE listing fee


*Printing and engraving expenses


*Accounting fees and expenses


*Legal fees and expenses


*Blue sky fees and expenses
    (including legal fees)


*Transfer agent and registrar fees


*Miscellaneous


*Total

$
*     *
    
    To be filed by amendment.  Item 14.
    Indemnification
    of Directors and Officers.  Section 17-108
  Item 15.
    Recent
    Sales of Unregistered Securities.       II-1




---



##### Table of Contents



Item 16.
    Exhibits
    and Financial Statement Schedules.    ExhibitNumber

Description1
.1*

Form of Underwriting Agreement3
.1

Certificate of Limited Partnership
    of Williams Pipeline Partners L.P.3
.2*

Form of First Amended and Restated
    Agreement of Limited Partnership of Williams Pipeline Partners
    L.P. (included as Appendix A to the Prospectus)3
.3

Certificate of Limited Partnership
    of Williams Pipeline GP LLC3
.4*

Form of Limited Liability Company
    Agreement of Williams Pipeline GP LLC5
.1*

Opinion of Holland &
    Hart LLP as to the legality of the securities being registered8
.1*

Opinion of Andrews Kurth L.L.P.
    relating to tax matters10
.2*

Form of Contribution, Conveyance
    and Assumption Agreement10
.3*

Form of Interest Purchase Agreement10
.5*

Form of Long-Term Incentive Plan
    of Williams Pipeline GP LLC10
.6*

General Partnership Agreement of
    Northwest Pipeline GP21
.1*

List of subsidiaries of Williams
    Pipeline Partners L.P.23
.1

Consent of Ernst & Young
    LLP23
.4*

Consent of Holland &
    Hart LLP (contained in Exhibit 5.1)23
.5*

Consent of Andrews Kurth L.L.P.
    (contained in Exhibit 8.1)24
.1

Powers of Attorney (included on
    the signature page)     *
    
    To be filed by amendment.  Item 17.
    Undertakings.     II-2




---



##### Table of Contents



Form 10-K
 II-3




---



##### Table of Contents



SIGNATURES
         By:
    /s/  Steven
    J. MalcolmIts
    Chief Executive Officer   POWER OF
    ATTORNEY
      Name

Title

Date/s/  Steven
    J. MalcolmSteven
    J. Malcolm

(Principal Executive Officer)

September 12, 2007/s/  Donald
    R. ChappelDonald
    R. Chappel

(Principal Financial and
    Accounting Officer)

September 12, 2007/s/  Phillip
    D. WrightPhillip
    D. Wright

Chief Operating Officer and
    Director

September 12, 2007/s/  Rodney
    J. SailorRodney
    J. Sailor

Director

September 12, 2007  II-4




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description1
.1*

Form of Underwriting Agreement3
.1

Certificate of Limited Partnership
    of Williams Pipeline Partners L.P.3
.2*

Form of First Amended and Restated
    Agreement of Limited Partnership of Williams Pipeline Partners
    L.P. (included as Appendix A to the Prospectus)3
.3

Certificate of Limited Partnership
    of Williams Pipeline GP LLC3
.4*

Form of Limited Liability Company
    Agreement of Williams Pipeline GP LLC5
.1*

Opinion of Holland &
    Hart LLP as to the legality of the securities being registered8
.1*

Opinion of Andrews Kurth L.L.P.
    relating to tax matters10
.2*

Form of Contribution, Conveyance
    and Assumption Agreement10
.3*

Form of Interest Purchase Agreement10
.5*

Form of Long-Term Incentive Plan
    of Williams Pipeline GP LLC10
.6*

General Partnership Agreement of
    Northwest Pipeline GP21
.1*

List of subsidiaries of Williams
    Pipeline Partners L.P.23
.1

Consent of Ernst & Young
    LLP23
.4*

Consent of Holland &
    Hart LLP (contained in Exhibit 5.1)23
.5*

Consent of Andrews Kurth L.L.P.
    (contained in Exhibit 8.1)24
.1

Powers of Attorney (included on
    the signature page)     *
    
    To be filed by amendment.