##### 



EXHIBIT
99.3
  Set forth below are excerpts from
the section of the Williams
Pipeline Partners L.P. Registration Statement entitled
Managements
Discussion and Analysis of Financial Condition and Results of
Operations. A 25% interest in Northwest will be held by the
Partnership as its sole asset immediately following the initial
public offering of common units representing limited partner
interests in the Partnership. As a result, Northwest has provided
certain of its historical financial information to the
Partnership. The page numbers herein refer to the relevant pages of the Registration Statement
of the Partnership.
  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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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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(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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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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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
   94