##### 



EXHIBIT
99.2
   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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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