##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1933For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 001-33917
  Williams Pipeline Partners
    L.P.
 (Exact name of Registrant as
    Specified in Its Charter)
  Delaware

26-0834035(State or Other Jurisdiction
    of
    Incorporation or Organization)

(IRS Employer
    Identification No.)One Williams Center, Tulsa, Oklahoma(Address of Principal
    Executive Offices)

74172-0172(Zip Code)   918-573-2000
 (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Units

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
 (Title of Class)
  o þ
  o þ
  o þ
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
    None




---



##### 





WILLIAMS
    PIPELINE PARTNERS L.P.
  FORM 10-K
  TABLE OF
    CONTENTS
  
  Heading



PagePART IItem 1 and 2.

Business and Properties


1Item 1A.

Risk Factors


13Item 1B.

Unresolved Staff Comments


36Item 3.

Legal Proceedings


36Item 4.

Submission of Matters to a Vote of Security
    Holders


36PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters


36Item 6.

Selected Financial and Operating Data


39Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


41Item 7A.

Qualitative and Quantitative Disclosures about
    Market Risk


55Item 8.

Financial Statements and Supplementary Data


56Item 9.

Changes in and Disagreements with Accountants on
    Accounting


94Item 9A.

Controls and Procedures


94Item 9B.

Other Information


94PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


95Item 11.

Executive Compensation


101Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


104Item 13.

Certain Relationships and Related Transactions


106Item 14.

Principal Accountant Fees and Services


113PART IVItem 15.

Exhibits and Financial Statement Schedules


114SubsidiariesPower of AttorneyRule 13a-14(a)/15d-14(a) Certification of CEORule 13a-14(a)/15d-14(a) Certification of CFOSection 1350 Certifications of CEO and CFOFinancial Statements




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  FORM 10-K
 PART I  Items 1
    and 2.
    Business
    and Properties    WEBSITE
    ACCESS TO REPORTS AND OTHER INFORMATION
  Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330. http://www.sec.gov.
  http://www.williamspipelinepartners.com Form 10-K, Form 10-Q, Form 8-K
  918-573-2000.
  GENERAL
       1




---



##### Table of Contents



RECENT
    EVENTS
    FINANCIAL
    INFORMATION ABOUT SEGMENTS
    NARRATIVE
    DESCRIPTION OF BUSINESS
      Northwests
    System
         2




---



##### Table of Contents



Northwests
    Transportation and Storage Services
      
    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 customers. As of
    December 31, 2007, Northwests share of the firm
    seasonal storage service in this facility was approximately
    7.3 Bcf of working natural gas storage capacity and up to
    283 MMcf per day of peak day deliveries. Additionally,
    Northwests share of the best-efforts delivery capacity was
    50 MMcf per day. As described below, Northwest is
    participating in an ongoing expansion of Jackson Prairie.
    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
   3




---



##### Table of Contents



235-mile
  seven-mile
        Capital
    Projects
  Jackson
    Prairie Underground Expansion
       4




---



##### Table of Contents



peak-day
  Colorado
    Hub Connection Project
  re-contracting
      Pan-Alberta
  Parachute
    Lateral Project
   5




---



##### Table of Contents



Sundance
    Trail Expansion
  30-inch
  Seasonality
    2007

Jan-Mar


Apr-Jun


Jul-Sep


Oct-Dec


TotalRevenues ($ in 000)

$
103,043


$
102,655


$
106,364


$
109,789


$
421,851Revenue %


24.5
%


24.3
%


25.2
%


26.0
%


100
%Operating Expenses ($ in 000)

$
53,726


$
38,199


$
56,384


$
62,813


$
211,122Throughput (TBtu)(1)


200



160



177



220



757Throughput %


26.4
%


21.1
%


23.4
%


29.1
%


100
%     (1)
    
    Parachute Lateral volumes are excluded from throughput as these
    volumes flow under separate contracts that do not result in
    mainline throughput.  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. 6




---



##### Table of Contents



26-inch 36-inch
    FERC
    Policy Statement on Income Tax Allowances
  case-by-case case-by-case
 7




---



##### Table of Contents



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
   8




---



##### Table of Contents



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;
    imposing investigatory and remedial obligations to mitigate
    pollution from former or current operations; 9




---



##### Table of Contents




    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.
   10




---



##### Table of Contents



clean-up clean-ups
  Air Emissions.
    Water Discharges.
  Activities on Federal Lands.
 11




---



##### Table of Contents



Endangered Species.
  Global Warming and Climate Control. and/or Massachusetts, et al. v. EPA e.g. Massachusetts
  Anti-Terrorism Measures.
  Insurance
    Ownership
    of Property
  Northwest owns its system in fee
    simple.
   12




---



##### Table of Contents



Employees
    Transactions
    with Affiliates
    FINANCIAL
    INFORMATION ABOUT GEOGRAPHIC AREAS
   Item 1A.  Risk
    Factors  FORWARD-LOOKING
    STATEMENTS/RISK FACTORS AND CAUTIONARY STATEMENT
      
    amounts and nature of future capital expenditures;
    expansion and growth of our business and operations;
    business strategy;
    cash flow from operations or results of operations; and
    power and natural gas prices and demand.   13




---



##### Table of Contents




    We may not have sufficient cash from operations to enable us to
    pay the minimum distribution following establishment of cash
    reserves and payment of fees and expenses, including payments to
    our general partner.
    The amount of cash we have available for distribution depends
    primarily on our cash flow, and not solely on profitability.
    We and Williams jointly control Northwest.
    Availability of supplies (including the uncertainties inherent
    in assessing and estimating future natural gas reserves) market
    demand, volatility of prices, and increased costs of capital.
    Inflation, interest rates, and general economic conditions.
    The strength and financial resources of our and Northwests
    competitors.
    The development of alternative energy sources.
    The impact of operational and development hazards.
    Costs of, changes in, or the results of laws, government
    regulations (including proposed climate change legislation),
    environmental liabilities, litigation, and rate proceedings.
    Changes in the current geopolitical situation.
    Risks related to strategy and financing, including restrictions
    stemming from Northwests debt agreements.
    Risk associated with future weather conditions and acts of
    terrorism.
    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.
    Our partnership agreement limits our general partners
    fiduciary duties to unitholders and restricts the remedies
    available to unitholders for actions taken by our general
    partner that might otherwise constitute breaches of fiduciary
    duty.
    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.
    Unitholders may be required to pay taxes on their share of our
    income even if they do not receive any cash distributions from
    us.       14




---



##### Table of Contents



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
    35% 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;
    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. 15




---



##### Table of Contents



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.
    We and
    Williams 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.
    
    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;
    natural disasters;
    mechanical problems; and
    damage inadvertently caused by third party activity, such as
    operation of construction equipment.   16




---



##### Table of Contents



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.
   17




---



##### 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; 18




---



##### Table of Contents




    certification and construction of new facilities;
    acquisition, extension, disposition or abandonment of facilities;
    accounts and records;
    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.      Northwest
    could be subject to penalties and fines if it fails to comply
    with FERC regulations.
    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
   19




---



##### 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.
   20




---



##### Table of Contents



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.
        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 Liquid Natural Gas (LNG) import terminals to be
    successfully developed in the United States could increase
    natural gas prices and reduce the demand for Northwests
    services.
   21




---



##### 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.
      Although
    Northwests debt instruments may contain limitations on
    additional indebtedness, Northwests general partnership
    agreement does not prohibit it from incurring indebtedness,
    which may affect our ability to make distributions to
    you.
   22




---



##### Table of Contents



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;
    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.
   23




---



##### Table of Contents



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.
   24




---



##### Table of Contents



clean-up,
    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.
    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.
   25




---



##### Table of Contents



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.
  and/or
  
    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 owns the remaining 65% general partnership interest in
    Northwest;
    Williams owns general partner units representing a 2% general
    partner interest, the incentive distribution rights and common
    and subordinated units representing an aggregate 45.7% 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
    our unitholders;
    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; 26




---



##### Table of Contents




    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
    $25 million 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.  The
    credit and risk profile of our general partner and its owner,
    Williams, could adversely affect our or Northwests credit
    ratings, which could increase our or Northwests borrowing
    costs or hinder our or Northwests ability to raise
    capital.
     27




---



##### Table of Contents



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 our 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 our general partner or the
    conflicts committee of its board of directors 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.     28




---



##### Table of Contents



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.
  and/or
  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.
    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.
   29




---



##### Table of Contents



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.
    Even
    if unitholders are dissatisfied, they cannot initially remove
    our general partner without its consent.
  2 3
 30




---



##### Table of Contents



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
  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;
    the amount of cash available for distribution on each unit may
    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; 31




---



##### Table of Contents




    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.
    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. 32




---



##### Table of Contents



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.
      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.
     33




---



##### Table of Contents



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.
      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.
   34




---



##### Table of Contents



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 our common units.
    An IRS
    contest of the federal income tax positions we take may
    adversely affect the market for our 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
  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 our common
    units.
     35




---



##### Table of Contents



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.
    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 our common units.
    Item 1B.
    Unresolved
    Staff Comments    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Use of
    Proceeds
  Form S-1 No. 333-146015)
 36




---



##### Table of Contents



Market
    Information, Holders and Distributions
      Distributions
    of Available Cash
  General
    
    less the 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. Working capital
    borrowings are generally borrowings that are made under a credit
    agreement or another arrangement, are used solely for working
    capital purposes or to pay distributions to unitholders and are
    intended to be repaid within twelve months.     37




---



##### Table of Contents



first second third thereafter
   38




---



##### Table of Contents




    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.  Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Item 6.
    Selected
    Financial and Operating Data    Williams
    Pipeline Partners Predecessor
  Year Ended December 31,2007


2006


2005


2004


2003(Thousands of dollars)Income Statement Data:Equity earnings from investment in Northwest

$
153,904


$
19,062


$
24,141


$
25,891


$
24,714Net income


153,904



19,062



24,141



25,891



24,714Balance Sheet Data (at period end):Investment in Northwest


414,966



300,281



264,721



258,080



253,054Total partners capital


414,966



300,281



264,721



258,080



253,054  39




---



##### Table of Contents



Northwest
    (100%)
  Year Ended December 31,2007


2006


2005


2004


2003Restated(B)


Restated(B)


Restated(B)


Restated(B)(Thousands of dollars)Income Statement Data:Operating revenues

$
421,851


$
324,250


$
321,457


$
338,532


$
323,353Net income


439,726
(A)


54,462



68,974



73,974



70,612Balance Sheet Data (at period end):Total assets


2,056,471



2,049,324



1,692,371



1,670,499



1,615,563Long-term debt, including current maturities


693,736



687,075



520,080



527,562



535,042Total Partners equity


1,185,616



857,945



756,346



737,372



723,010   Note:
    (A)
    
    Through September 30, 2007, Northwest used the liability
    method of accounting for income taxes which required, among
    other things, provisions for all temporary differences between
    the financial basis and the tax basis in Northwests assets
    and liabilities and adjustments to the existing deferred tax
    balances for changes in tax rates. Following Northwests
    conversion to a general partnership on October 1, 2007,
    Northwest is no longer subject to income tax. On October 1,
    2007, Northwest reversed to income deferred income tax
    liabilities of approximately $311.8 million and
    $10.2 million of deferred income tax assets to
    comprehensive income.(B)
    
    Northwests 1983 acquisition 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 had not been required to reflect
    Williams purchase price allocations in its financial
    statements. Beginning December 31, 2007, Northwest has
    elected to include Williams purchase price allocations in
    its financial statements. Accordingly, Northwests 2006,
    2005, 2004 and 2003 selected financial data has been restated to
    include the effects of Williams excess purchase price
    allocation. A reconciliation between Northwests previously
    reported amounts and their restated amounts follow:  Year Ended December 31,2006


2005


2004


2003(Thousands of dollars)Income Statement:Net income, as previously reported

$
57,143


$
71,755


$
76,655


$
73,294Depreciation of purchase price allocation to property, plant and
    equipment, net of income taxes


(2,681
)


(2,781
)


(2,681
)


(2,682
)Net income, as restated

$
54,462


$
68,974


$
73,974


$
70,612Balance Sheet:Equity, as previously reported

$
813,037


$
708,757


$
687,002


$
669,959Allocation of purchase price to property, plant and equipment,
    net of taxes


44,908



47,589



50,370



53,051Equity, as restated

$
857,945


$
756,346


$
737,372


$
723,010  40




---



##### Table of Contents



ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  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; and
    our and Northwests estimated cash available for
    distribution.  Long-Term
    Firm Service
    Short-Term
    Firm and Interruptible Service
    Northwests
    Operating Expenses
   41




---



##### Table of Contents



Our
    Cash Available for Distribution
    Northwests
    Cash Available for Distribution
    Factors
    That Impact Northwests Business
      Supply
    and Demand Dynamics
   42




---



##### Table of Contents



Customers
    Competition
    Regulation
      Outlook
   43




---



##### Table of Contents




    Colorado Hub Connection Project.  Northwest has
    proposed installing a new lateral to connect the proposed White
    River Hub near Meeker, Colorado to Northwests mainline
    near Sand Springs, Colorado. This project is referred to as the
    Colorado Hub Connection, or CHC Project. It is estimated that
    the construction of the CHC Project would cost up to
    $53 million and begin service as early as November 2009.
    Northwest has proposed combining the lateral with up to
    298 MMcf per day of existing mainline capacity, including
    up to 98 MMcf per day of capacity from various receipt
    points for delivery to Ignacio, Colorado, that is currently sold
    on a short-term basis. In addition, the project could help
    facilitate re-contracting up to an additional 200 MMcf per
    day of capacity from Stanfield, Oregon to Ignacio, Colorado that
    is currently held by Pan-Alberta Gas under a contract that
    terminates on October 31, 2012. Pan-Alberta has confirmed
    that it will terminate its contract in 2012 and is willing to
    relinquish up to 100 MMcf per day of its capacity early, if
    we elect to utilize this capacity in conjunction with the CHC
    Project.    
    Jackson Prairie Underground Expansion.  The
    Jackson Prairie Storage Project, connected to Northwests
    transmission system near Chehalis, Washington, is operated by
    Puget Sound Energy and is jointly owned by Northwest, Puget
    Sound Energy and Avista Corporation. A phased capacity expansion
    is currently underway and a deliverability expansion is planned
    for 2008.      peak-day
  
    Sundance Trail Expansion.  In February 2008,
    Northwest initiated an open season for the proposed Sundance
    Trail Expansion project seeking commitments from shippers for
    approximately 150,000 Dth per day of firm transportation service
    from the White River Hub in Colorado for delivery to the Opal
    Hub in Wyoming. The project, which is estimated to cost between
    $45 million and $55 million, would include
    construction of approximately 16 miles of
    30-inch loop
    between the Green River, Wyoming and Muddy Creek, Wyoming
    compressor stations and the addition of horsepower at
    Northwests existing Vernal 44




---



##### Table of Contents



compressor station. The project would utilize capacity on the
    proposed lateral to be constructed as part of Northwests
    CHC Project to access supplies in the Piceance Basin.  Northwests
    Operations
    Transportation Services.
    Storage Services.
  Critical
    Accounting Policies, Estimates, Judgments and
    Sensitivities
    Regulatory
    Accounting
    Accounting for the Effects of
    Certain Types of Regulation,
 45




---



##### Table of Contents



Contingencies
    Environmental
    Liabilities
    Impairment
    of Long-Lived Assets
    and/or
  Pension
    and Postretirement Obligations
   46




---



##### Table of Contents



Revenue
    Recognition
    Northwests
    Results of Operations
    Analysis
    of Financial Results
    Year Ended December 31,2007


2006


2005(Restated)(A)


(Restated)(A)(Thousands of dollars)Income Statement Data:Operating revenues

$
421,851


$
324,250


$
321,457Operating expenses:General and administrative


65,772



56,463



49,749Operation and Maintenance


66,847



65,763



53,330Depreciation


84,731



79,488



70,629Regulatory credits


(3,663
)


(4,469
)


(4,446
)Taxes, other than income taxes


13,997



15,018



15,115Regulatory liability reversal


(16,562
)






Total operating expenses


211,122



212,263



184,377Operating income


210,729



111,987



137,080Other income (net)


25,437



16,597



10,597Interest charges:Interest on long-term debt


46,828



43,649



38,164Other interest


5,585



3,824



3,389Allowance for borrowed funds used during construction


(1,306
)


(4,557
)


(1,529
)Total interest charges


51,107



42,916



40,024Income before income taxes


185,059



85,668



107,653Provision for income taxes


(254,667
)


31,206



38,679Net income

$
439,726


$
54,462


$
68,974     (A)
    
    Northwests 1983 acquisition 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 47




---



##### Table of Contents



down to Northwest, as FERC policy does not permit Northwest to
    recover these amounts through its rates and Northwest had not
    been required to reflect Williams purchase price
    allocations in its financial statements. Beginning
    December 31, 2007, Northwest has elected to include
    Williams purchase price allocations in its financial
    statements. Accordingly, Northwests 2006 and 2005 income
    statement has been restated to include the effects of
    Williams excess purchase price allocation.  2007
    vs. 2006
                2006
    vs. 2005
   48




---



##### Table of Contents



Capital
    Resources and Liquidity of Northwest
       49




---



##### Table of Contents



Sources
    (Uses) of Cash
  Years Ended December 31,2007


2006


2005(Thousands of dollars)Net cash provided (used) by:Operating activities

$
205,357


$
159,807


$
97,636Financing activities


(142,523
)


266,919



(57,072
)Investing activities


(63,826
)


(484,946
)


(34,248
)Increase (decrease) in cash and cash equivalents

$
(992
)

$
(58,220
)

$
6,316   Operating
    Activities
      Financing
    Activities
    
    Northwest issued $185 million aggregate principal amount of
    5.95% senior unsecured notes due 2017.
    Northwest borrowed $250 million under the Williams
    revolving credit agreement.
    Northwest retired $175 million of 8.125% senior unsecured
    notes due 2010.
    Northwest retired $250 million of 6.625% senior unsecured
    notes due 2007.
    Northwest paid distributions of $109.8 million to Williams.    
    Northwest issued $175 million aggregate principal amount of
    7% senior unsecured notes due 2016.
    Northwest received a capital contribution of $65 million
    from Williams.    
    Northwest paid dividends of $50 million to Williams.  Investing
    Activities
    
    Capital expenditures totaled $157.2 million primarily
    related to normal maintenance and compliance.
    Northwest received $79.8 million of proceeds from the sale
    of the Parachute Lateral to an affiliate.
    Northwest received $10.9 million repayment of advances made
    to Williams.    
    Capital expenditures totaled $473.6 million primarily
    related to the capacity replacement project.    
    Capital expenditures totaled $137.2 million primarily
    related to normal maintenance and compliance.
    Northwest received an $87.9 million contract termination
    payment, representing reimbursement of the net book value of the
    related assets. 50




---



##### Table of Contents



Working
    Capital
          Short-Term
    Liquidity
      Credit
    Agreement
     51




---



##### Table of Contents



Long-Term
    Financing
    Capital
    Requirements
        Contractual
    Obligations
    2008


2009-2010


2011-2012


Thereafter


TotalLong-term debt, including current portion:Principal

$



$



$
250.0


$
445.0


$
695.0Interest


42.1



83.9



76.4



171.2



373.6Operating leases


6.4



6.3











12.7Purchase obligations:Natural gas purchase, storage, transportation and construction


28.7



5.2



4.1







38.0Other


0.1



0.5



0.2







0.8Other long-term liabilities, including current
    portion(1)(2)(3)(4)


1.5



3.3



3.0







7.8Total

$
78.8


$
99.2


$
333.7


$
616.2


$
1,127.9     (1)
    
    Does not include Northwests estimated contributions to the
    Williams sponsored pension and other postretirement
    benefit plans. Northwest made contributions to the pension and
    other postretirement benefit plans of $3.2 million in 2007,
    $5.7 million in 2006 and $6.1 million in 2005 (see
    Item 8. Financial Statements and 52




---



##### Table of Contents



Supplementary Data  Northwest Pipeline GP Notes to
    Consolidated Financial Statements  Note 5.
    Employee Benefit Plans). The decrease in the estimated
    contributions from 2006 and 2005 levels can be attributed to
    Northwests previous contributions to the other
    postretirement benefit plans. There were no minimum funding
    requirements to the tax-qualified pension plans in 2007, 2006 or
    2005. Northwest anticipates that future contributions to the
    pension plan will not vary significantly from recent historical
    contributions, assuming actual results do not differ
    significantly from estimates with respect to discount rates,
    returns on plan assets, retirement rates, mortality and other
    significant assumptions, and assuming no further changes in
    current and prospective legislation and regulations. Based upon
    these anticipated levels of future contributions, we do not
    expect to trigger any minimum funding requirements in the
    future; however, Northwest may elect to make contributions to
    increase the funded status of the plans.(2)
    
    Does not include estimated settlement of asset retirement
    obligations. See Item 8. Financial Statements and
    Supplementary Data  Northwest Pipeline GP Notes to
    Consolidated Financial Statements  Note 9. Asset
    Retirement Obligations.(3)
    
    Does not include non-current regulatory liabilities comprised of
    negative salvage and other postretirement benefits. See
    Item 8. Financial Statements and Supplementary
    Data  Northwest Pipeline GP Notes to Consolidated
    Financial Statements  Note 10. Regulatory Assets
    and Liabilities.  Off-Balance
    Sheet Arrangements
    Impact of
    Inflation
    Environmental
    Matters
    Safety
    Matters
  Pipeline
    Integrity Regulations
   53




---



##### Table of Contents



Legal
    Matters
    Regulatory
    Proceedings
    Liquidity
    and Capital Resources of Williams Pipeline Partners
    L.P.
    365-day
     54




---



##### Table of Contents



Item 7A.
    Qualitative
    and Quantitative Disclosures About Market Risk  Interest
    Rate Risk
    December 31, 2007Renewable borrowings under the Williams revolving credit
    agreement(1)

$
250,000Fixed rates on long-term debt:5.95% senior unsecured notes due 2017


185,0007.00% senior unsecured notes due 2016


175,0007.125% senior unsecured notes due 2025


85,000695,000Unamortized debt discount


1,264Total long-term debt

$
693,736     (1)
    
    Interest rate was 5.68% at December 31, 2007. Interest is
    calculated based on a choice of two methods: a fluctuating rate
    equal to the lenders base rate plus an applicable margin
    or a periodic fixed rate equal to the London Interbank Offered
    Rate plus an applicable margin. Williams is required to pay a
    commitment fee (currently 0.125% per annum) based on the unused
    portion of the agreement. The applicable margin and commitment
    fee are based on Northwests senior unsecured long-term
    debt ratings.    Credit
    Risk
    Market
    Risk
   55




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Index to
    Financial Statements
  PageWilliams Pipeline Partners PredecessorFinancial StatementsReport of Independent Registered Public
    Accounting Firm


57Statements of Income for the years ended
    December 31, 2007, 2006, and 2005


58Balance Sheets as of December 31, 2007 and
    2006


59Statements of Cash Flows for the years ended
    December 31, 2007, 2006 and 2005


60Statements of Owners Equity and
    Comprehensive Income for the years ended December 31, 2007,
    2006 and 2005


61Notes to Financial Statements


62Williams Pipeline Partners L.P.Report of Independent Registered Public
    Accounting Firm


65Balance Sheet as of December 31, 2007


66Notes to Balance Sheet


67Northwest Pipeline GPReport of Independent Registered Public
    Accounting Firm


68Consolidated Statements of Income for the years
    Ended December 31, 2007, 2006 (restated) and 2005
    (restated)


69Consolidated Balance Sheets as of
    December 31, 2007 and 2006 (restated)


70Consolidated Statements of Owners Equity
    for the years ended December 31, 2007, 2006 (restated) and
    2005 (restated)


71Consolidated Statements of Comprehensive Income
    for the years ended December 31, 2007, 2006 (restated) and
    2005 (restated)


72Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 (restated) and 2005
    (restated)


73Notes to Consolidated Financial Statements


74  56




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              57




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  STATEMENTS
    OF INCOME
  Year Ended December 31,2007


2006


2005(Thousands of dollars)Equity earnings from investment in Northwest

$
153,904


$
19,062


$
24,141Net income

$
153,904


$
19,062


$
24,141    58




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  BALANCE
    SHEETS
  December 31,2007


2006(Thousands of dollars)ASSETSInvestment in Northwest

$
414,966


$
300,281Deferred Costs


1,689



Total assets

$
416,655


$
300,281LIABILITIES AND OWNERS EQUITYAccounts payable  affiliate

$
1,689


$
Owners equity


414,966



300,281Total owners equity


414,966



300,281Total liabilities and owners equity

$
416,655


$
300,281    59




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  STATEMENTS
    OF CASH FLOWS
  Year Ended December 31,2007


2006


2005(Thousands of dollars)OPERATING ACTIVITIES:Net income

$
153,904


$
19,062


$
24,141Adjustment to reconcile to net cash provided by operating
    activities  Equity earnings from investment in
    Northwest


(153,904
)


(19,062
)


(24,141
)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

$



$



$
    60




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  STATEMENTS
    OF OWNERS EQUITY AND COMPREHENSIVE INCOME
  Year Ended December 31,2007


2006


2005(Thousands of dollars)Owners equity at beginning of period

$
300,281


$
264,721


$
258,080In-kind capital contribution from parent






22,750



In-kind dividends


(38,420
)






(17,500
)Net Income


153,904



19,062



24,141Other comprehensive income Gain (loss) on cash flow hedges, net
    of reclassification adjustments


(22
)


126



Pension benefits:Amortization of prior service cost


27







Amortization of net actuarial gain


670







Net actuarial gain arising during the period


2,293







Elimination of deferred income taxes


(3,767
)






Total comprehensive income


153,105



19,188



24,141Adjustment to initially apply SFAS No. 158:Pension benefits, net of tax:Prior service cost






(107
)


Net actuarial loss






(6,271
)


Total owners equity at end of period

$
414,966


$
300,281


$
264,721    61




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  NOTES TO
    FINANCIAL STATEMENTS
  1.
    Description
    of Business and Basis of Presentation            2.
    Summary
    of Significant Accounting Policies  Use of Estimates.
  Equity Method Investments.
  Impairment of Investments.
 62




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Income Taxes.
  3.
    Investment
    in Northwest    2007


2006


2005(Restated)(B)


(Restated)(B)(Thousands of dollars)Balance Sheet Data (at end of period):Current assets

$
117,792


$
121,408Noncurrent assets


1,938,679



1,927,916Current liabilities


92,130



376,044Noncurrent liabilities


778,725



815,335Owners equity

$
1,185,616


$
857,945Income Statement Data:Operating revenues

$
421,851


$
324,250


$
321,457Operating expenses


211,122



212,263



184,377Operating income


210,729



111,987



137,080Other income  net


25,437



16,597



10,597Interest charges


51,107



42,916



40,024Income before income taxes


185,059



85,668



107,653Provision for income taxes


(254,667
)(A)


31,206



38,679Net income

$
439,726


$
54,462


$
68,974     (A)
    
    Through September 30, 2007, Northwest used the liability
    method of accounting for income taxes which required, among
    other things, provisions for all temporary differences between
    the financial basis and the tax basis in Northwests assets
    and liabilities and adjustments to the existing deferred tax
    balances for changes in tax rates. Following Northwests
    conversion to a general partnership on October 1, 2007,
    Northwest is no longer subject to income tax. On October 1,
    2007, Northwest reversed to income deferred income tax
    liabilities of approximately $311.8 million and
    $10.2 million of deferred income tax assets to other
    comprehensive income.(B)
    
    Northwests 1983 acquisition 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 has not been required to reflect
    Williams purchase price allocations in its financial
    statements. Beginning December 31, 2007, Northwest has
    elected to include Williams purchase price allocations in
    its financial statements. Accordingly, Northwests 2006 and
    2005 financial statements have been restated to include the
    effects of Williams excess purchase price allocation. A
    reconciliation between Northwests previously reported
    amounts and their recast follows:  63




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS PREDECESSOR
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Year Ended December 31,2006


2005(Thousands of dollars)Income Statement:Net income, as previously reported

$
57,143


$
71,755Depreciation of purchase price allocation to property, plant and
    equipment, net of income taxes


(2,681
)


(2,781
)Net income, as restated

$
54,462


$
68,974Balance Sheet:Equity, as previously reported

$
813,037Allocation of purchase price to property, plant and equipment,
    net of income taxes


44,908Equity, as restated

$
857,945   4.
    Owners
    Equity and Comprehensive Income          5.
    Deferred
    Costs   64




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            
 65




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  BALANCE
    SHEET
 December 31, 2007
  ASSETSDeferred costs

$
1,689,110Total assets

$
1,689,110LIABILITIES AND PARTNERS EQUITYAccounts payable  affiliate

$
1,689,110Partners EquityLimited partners equity


980General partners equity


20Less receivables from partners


(1,000
)Total partners equity


Total liabilities and partners equity

$
1,689,110    66




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    BALANCE SHEET
  1.
    Nature of
    Operations        2.
    Deferred
    Costs   67




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                68




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  CONSOLIDATED
    STATEMENTS OF INCOME
  Years Ended December 31,2007


2006


2005(Restated)


(Restated)(Thousands of dollars)OPERATING REVENUES

$
421,851


$
324,250


$
321,457OPERATING EXPENSES:General and administrative


65,772



56,463



49,749Operation and maintenance


66,847



65,763



53,330Depreciation


84,731



79,488



70,629Regulatory credits


(3,663
)


(4,469
)


(4,446
)Taxes, other than income taxes


13,997



15,018



15,115Regulatory liability reversal


(16,562
)






Total operating expenses


211,122



212,263



184,377Operating income


210,729



111,987



137,080OTHER INCOME  net:Interest income Affiliated


2,983



3,920



3,801Other


2,681



3,423



2,820Allowance for equity funds used during construction


2,091



8,947



2,872Miscellaneous other income (expense), net


(517
)


307



1,104Contract termination income


18,199







Total other income  net


25,437



16,597



10,597INTEREST CHARGES:Interest on long-term debt


46,828



43,649



38,164Other interest


5,585



3,824



3,389Allowance for borrowed funds used during construction


(1,306
)


(4,557
)


(1,529
)Total interest charges


51,107



42,916



40,024INCOME BEFORE INCOME TAXES


185,059



85,668



107,653PROVISION (BENEFIT) FOR INCOME TAXES (Note 6)


(254,667
)


31,206



38,679NET INCOME

$
439,726


$
54,462


$
68,974CASH DIVIDENDS

$
109,770


$



$
50,000    69




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2007


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

$
497


$
1,489Advances to affiliates


39,072



49,980Accounts receivable Trade, less reserves of $7 for 2007 and $53 for 2006


40,689



32,230Affiliated companies


3,514



591Materials and supplies, less reserves of $181 for 2007 and $472
    for 2006


10,344



10,013Exchange gas due from others


10,155



10,556Exchange gas offset (Note 1)


6,593



4,538Deferred income taxes






4,066Prepayments and other


6,928



7,945Total current assets


117,792



121,408PROPERTY, PLANT AND EQUIPMENT, at cost


2,706,691



2,654,717Less  Accumulated depreciation


864,999



806,723Total property, plant and equipment


1,841,692



1,847,994OTHER ASSETS:Deferred charges


44,915



32,093Regulatory assets


52,072



47,829Total other assets


96,987



79,922Total assets

$
2,056,471


$
2,049,324LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable Trade

$
32,055


$
55,403Affiliated companies


13,056



13,701Accrued liabilities Income taxes due to affiliate






3,090Taxes, other than income taxes


7,935



6,779Interest


4,517



7,038Employee costs


12,106



10,759Exchange gas due to others


16,748



15,094Deferred contract termination income






6,045Other


5,713



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






252,867Total current liabilities


92,130



376,044LONG-TERM DEBT, LESS CURRENT MATURITIES


693,736



434,208DEFERRED INCOME TAXES (Note 6)






282,532DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES


84,989



98,595CONTINGENT LIABILITIES AND COMMITMENTSOWNERS EQUITY:Common stock, par value $1 per share; authorized and
    outstanding, 1,000 shares in 2006






1Additional paid-in capital






977,021Partners capital


977,022



Retained earnings (deficit)


228,739



(101,214
)Accumulated other comprehensive loss


(20,145
)


(17,863
)Total owners equity


1,185,616



857,945Total liabilities and owners equity

$
2,056,471


$
2,049,324    70




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  CONSOLIDATED
    STATEMENTS OF OWNERS EQUITY
  Years Ended December 31,2007


2006


2005(Restated)


(Restated)(Thousands of dollars)Common stock, par value $1 per share, authorized,
    1,000 sharesBalance at beginning of period, outstanding, 1,000 shares

$
1


$
1


$
1Conversion to GP


(1
)






Balance at end of period






1



1Additional paid-in capital Balance at beginning of period, as previously stated










262,844Cumulative effect of purchase accounting










649,177Balance at beginning of period, as restated


977,021



912,021



912,021Capital contribution from parent






65,000



Conversion to GP


(977,021
)






Balance at end of period, as restated






977,021



912,021Partners Capital Balance at beginning of period










Conversion to GP


977,022







Balance at end of period


977,022







Retained earnings (deficit)Balance at beginning of period, as previously stated










424,157Cumulative effect of purchase accounting










(598,807
)Balance at beginning of period, as restated


(101,214
)


(155,676
)


(174,650
)Net income


439,726



54,462



68,974Cash distributions


(109,770
)






Cash dividends










(50,000
)Other


(3
)






Balance at end of period, as restated


228,739



(101,214
)


(155,676
)Accumulated other comprehensive loss  Balance at
    beginning of period


(17,863
)






Cash flow hedges:Gain, net of tax of ($233) for 2006






386



Reclassification of gain into earnings, net of tax of $13 for
    2006


(62
)


(21
)


Pension benefits:Adjustment to initially apply SFAS No. 158:Prior service cost, net of tax of $186 for 2006






(308
)


Net actuarial loss, net of tax of $10,797 for 2006






(17,920
)


Net actuarial gain


8,466







Prior service cost


77







Elimination of deferred income taxes


(10,763
)






Balance at end of period


(20,145
)


(17,863
)


Total owners equity

$
1,185,616


$
857,945


$
756,346    71




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME
  Years Ended December 31,2007


2006


2005(Restated)


(Restated)(Thousands of dollars)Net Income

$
439,726


$
54,462


$
68,974Gain on cash flow hedges, net of tax of ($220) for 2006


(62
)


365



Pension Benefits:Amortization of prior service cost


77







Amortization of net actuarial gain


1,913







Net actuarial gain arising during the period


6,553







Elimination of deferred income taxes


(10,763
)






Total comprehensive income

$
437,444


$
54,827


$
68,974    72




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2007


2006


2005(Restated)


(Restated)(Thousands of dollars)OPERATING ACTIVITIES:Net Income

$
439,726


$
54,462


$
68,974Adjustments to reconcile to net cash provided by operating
    activities Depreciation


84,731



79,488



70,629Regulatory credits


(3,663
)


(4,469
)


(4,446
)Provision (benefit) for deferred income taxes


(289,229
)


27,916



(20,086
)Amortization of deferred charges and credits


9,783



2,484



4,053Allowance for equity funds used during construction


(2,091
)


(8,947
)


(2,872
)Reserve for doubtful accounts


(46
)


(38
)


44Regulatory liability reversal


(16,562
)






Contract termination income


(6,045
)






Changes in:Trade accounts receivable


(8,413
)


(3,515
)


1,639Affiliated receivables, including income taxes


(2,923
)


4,899



(5,489
)Exchange gas due from others


(1,654
)


5,549



(4,632
)Materials and supplies


(331
)


(1,912
)


236Other current assets


1,017



(5,264
)


(800
)Deferred charges


(9,769
)


(1,610
)


(6,992
)Trade accounts payable


4,653



(2,011
)


(1,568
)Affiliated payables, including income taxes


(5,259
)


13,037



(15,785
)Exchange gas due to others


1,654



(5,549
)


4,632Other accrued liabilities


2,105



1,192



6,440Other deferred credits


7,673



4,095



3,659Net cash provided by operating activities


205,357



159,807



97,636FINANCING ACTIVITIES:Proceeds from issuance of long-term debt


434,362



174,447



Retirement of long-term debt


(252,867
)


(7,500
)


(7,500
)Prepayment of long-term debt


(175,000
)






Debt issuance costs


(2,059
)


(2,375
)


Premium on early retirement of long-term debt


(7,111
)






Capital contribution from parent






65,000



Distributions paid


(109,770
)






Dividends paid










(50,000
)Changes in cash overdrafts


(30,078
)


37,347



428Net cash provided by (used in) financing activities


(142,523
)


266,919



(57,072
)INVESTING ACTIVITIES:Property, plant and equipment Capital expenditures


(157,163
)


(473,566
)


(137,232
)Proceeds from sales


2,257







Asset removal cost






(9,733
)


(1,568
)Changes in accounts payable and accrued liabilities


402



(5,015
)


16,635Proceeds from contract termination payment






3,348



87,917Proceeds from sale at Parachute facilities


79,770







Repayments from affiliates


10,908



20



Net cash used in investing activities


(63,826
)


(484,946
)


(34,248
)NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(992
)


(58,220
)


6,316CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR


1,489



59,709



53,393CASH AND CASH EQUIVALENTS AT END OF YEAR

$
497


$
1,489


$
59,709    73




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Corporate
    Structure and Control
            Nature
    of Operations
    Regulatory
    Accounting
   74




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Accounting for the Effects of
    Certain Types of Regulation,
  Basis
    of Presentation
      December 31,2006


2005(Thousands of dollars)Income Statement:Net income, as previously reported

$
57,143


$
71,755Depreciation of purchase price allocation to property and
    equipment, net of income taxes


(2,681
)


(2,781
)Net income, as restated

$
54,462


$
68,974Balance Sheet:Equity, as previously reported

$
813,037Allocation of purchase price to property and equipment, net of
    taxes


44,908Equity, as restated

$
857,945    75




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Use of
    Estimates
      Property,
    Plant and Equipment
      25-year 15-year
       76




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Allowance
    for Borrowed and Equity Funds Used During
    Construction
      Regulatory
    Allowance for Equity Funds Used During
    Construction
    Advances
    to Affiliates
    Accounts
    Receivable and Allowance for Doubtful Receivables
    Materials
    and Supplies Inventory
     77




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Impairment
    of Long-Lived Assets
    and/or
  Income
    Taxes
      Deferred
    Charges
    Cash
    and Cash Equivalents
    Exchange
    Gas Imbalances
   78




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Revenue
    Recognition
    Environmental
    Matters
    Interest
    Payments
    Recent
    Accounting Standards
        No. FAS 157-b
 79




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    instrument-by-instrument
  FERC
    Accounting and Reporting Guidance
    Change
    in Accounting Estimate
    Reclassifications
    and Adjustments
     80




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    2.
    RATE AND
    REGULATORY MATTERS  General
    Rate Case (Docket
    No. RP06-416)
    Parachute
    Lateral Project
      3.
    CONTINGENT
    LIABILITIES AND COMMITMENTS  Legal
    Proceedings
   81




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Environmental
    Matters
    clean-up clean-ups
  Safety
    Matters
  Pipeline Integrity Regulations
  Other
    Matters
   82




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Summary
    Other
    Commitments
    Termination
    of the Grays Harbor Transportation Agreement
        Cash
    Distributions to Partners
   83




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  4.
    DEBT,
    FINANCING ARRANGEMENTS AND LEASES  Debt
    Covenants
    Long-Term
    Debt
              December 31,2007


2006(Thousands of dollars)5.95%, payable 2017

$
184,407


$
6.625%, payable 2007






250,0007.00%, payable 2016


174,532



174,4777.125%, payable 2025


84,797



84,7858.125%, payable 2010






175,0009.00%, payable 2004 through 2007






2,813Revolving credit debt, payable 2012


250,000



Total long-term debt


693,736



687,075Less current maturities






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

$
693,736


$
434,208  84




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    (Thousands of dollars)2008

$
2009


2010


2011


2012


250,000Thereafter


445,000Total

$
695,000   Line-of-Credit
    Arrangements
    
    Williams ratio of debt to capitalization must be no greater than
    65%.
    Our ratio of debt to capitalization and that of another
    participating subsidiary of Williams must be no greater than 55%.  Leases
     85




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    (Thousands of dollars)2008

$
6,3762009


6,312$
12,688Less: noncancelable subleasesSubleases


6,336Total

$
6,352       5.
    EMPLOYEE
    BENEFIT PLANS  Pension
    plans
      Pension Benefits2007


2006(Thousands of dollars)Amounts not yet recognized in net periodic benefit expense:Prior service cost

$
(417
)

$
(494
)Net actuarial losses


(20,251
)


(28,717
)    86




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Postretirement
    benefits other than pensions
      Defined
    contribution plan
    Stock-Based
    Compensation
  Plan
    Information
      Accounting
    for Stock-Based Compensation
   87




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
      6.
    INCOME
    TAXES    December 31,2007(1)


2006(Restated)(Thousands of dollars)Property, plant and equipment

$



$
296,339Regulatory assets






15,800Loss on reacquired debt






3,962Other  net






5,808Deferred tax liabilities






321,909Accrued liabilities






29,225Accrued benefits






14,218Deferred tax assets






43,443Net deferred tax liabilities

$



$
278,466Reflected as:Deferred income taxes  current asset

$



$
4,066Deferred income taxes  noncurrent liability






282,532$



$
278,466     (1)
    
    Following our conversion to a general partnership on
    October 1, 2007, we are no longer subject to income tax. 88




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
     Year Ended December 31,2007


2006


2005(Restated)


(Restated)(Thousands of dollars)Current:Federal

$
30,888


$
2,940


$
52,292State


3,674



350



6,47334,562



3,290



58,765Deferred:Federal


(258,459
)


24,945



(17,727
)State


(30,770
)


2,971



(2,359
)(289,229
)


27,916



(20,086
)Total provision (benefit)

$
(254,667
)

$
31,206


$
38,679     Year Ended December 31,2007


2006


2005(Restated)


(Restated)(Thousands of dollars)Provision at statutory Federal income tax rate of 35%(1)

$
52,831


$
29,984


$
37,679Increase (decrease) in tax provision resulting from State income taxes net of Federal tax benefit


3,948



2,159



2,674Book/tax basis reconciliation adjustment






(723
)


(1,742
)Other  net


330



(214
)


68Provision for income taxes prior to conversion from a
    corporation to a partnership

$
57,109


$
31,206


$
38,679Effective tax rate prior to conversion from a corporation to a
    partnership


37.83
%


36.43
%


35.93
%Provision for income taxes prior to conversion from a
    corporation to a partnership

$
57,109


$
31,206


$
38,679Conversion from a corporation to a partnership


(311,776
)






Total provision (benefit) for income taxes

$
(254,667
)

$
31,206


$
38,679     (1)
    
    Following our conversion to a general partnership on
    October 1, 2007, we are no longer subject to income tax.
    The provision for income taxes shown herein for 2007 reflects
    the provision through September 30, 2007. Subsequent to the
    conversion to a general partnership on October 1, 2007, all
    deferred income taxes were eliminated and we no longer provide
    for income taxes.   89




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
        7.
    FINANCIAL
    INSTRUMENTS  Disclosures
    About the Fair Value of Financial Instruments
    Cash, cash equivalents and advances to
    affiliate
  Long-term debt
  8.
    TRANSACTIONS
    WITH MAJOR CUSTOMERS AND AFFILIATES  Concentration
    of Off-Balance-Sheet and Other Credit Risk
    Year Ended December 31,2007


2006


2005(Thousands of dollars)Puget Sound Energy, Inc.

$
85,059


$
64,428


$
56,480Northwest Natural Gas Co.


48,648



35,242



35,420     Related
    Party Transactions
     90




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
        9.
    ASSET
    RETIREMENT OBLIGATIONS          2007


2006Beginning balance

$
48,020


$
15,372Accretion


3,673



965New obligations


1,912



1,451Obligations transferred to an affiliate


(1,996
)


Changes in estimates of existing obligations


(1,186
)


30,232Ending Balance

$
50,423


$
48,020    91




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  10.
    REGULATORY
    ASSETS AND LIABILITIES    2007


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

$
2,200


$
1,500Non-current regulatory assetsEnvironmental costs


4,841



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


20,122



21,252Levelized incremental depreciation


25,780



22,118Other postemployment benefits


1,329



1,259Total non-current regulatory assets


52,072



47,829Total regulatory assets

$
54,272


$
49,329Non-current regulatory liabilitiesAsset retirement obligations, net

$
10


$
2,677Pension plans(1)






16,562Postretirement benefits


17,806



13,354Total regulatory liabilities

$
17,816


$
32,593     (1)
    
    In the second quarter of 2007, we recorded $16.6 million in
    income for a change in accounting estimate related to a pension
    regulatory liability. See Note 5.  11.
    ACCUMULATED
    OTHER COMPREHENSIVE LOSS    2007


2006(Thousands of dollars)Cash flow hedges

$
523


$
585Pension Benefits


(20,668
)


(29,211
)Accumulated other comprehensive loss before taxes


(20,145
)


(28,626
)Deferred income taxes






10,763Total accumulated other comprehensive loss

$
(20,145
)

$
(17,863
)  92




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  12.
    QUARTERLY
    INFORMATION (UNAUDITED)    Quarter of 2007First


Second


Third


Fourth(Restated)


(Restated)


(Restated)(Thousands of dollars)Operating revenues

$
103,043


$
102,655


$
106,364


$
109,789Operating income


49,317



64,456



49,980



46,976Net income


23,357



37,387



33,092



345,890     Quarter of 2006First


Second


Third


Fourth(Restated)


(Restated)


(Restated)


(Restated)(Thousands of dollars)Operating revenues

$
79,638


$
79,915


$
81,088


$
83,609Operating income


29,872



28,881



26,690



26,544Net income


15,257



16,781



10,632



11,792    93




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e)
      Changes
    in Internal Control Over Financial Reporting
    Item 9B.
    Other
    Information   94




---



##### Table of Contents



PART III Item 10.
    Directors,
    Executive Officers and Corporate Governance              Name

Age

Position with Williams Pipeline GP LLCSteven J. Malcolm


59


Chairman of the Board and Chief Executive OfficerDonald R. Chappel


56


Chief Financial Officer and DirectorPhillip D. Wright


52


Chief Operating Officer and DirectorJames J. Bender


51


General CounselRodney J. Sailor


49


Treasurer and DirectorStephen C. Beasley


56


DirectorEmmitt C. House


58


Director     Steven J. Malcolm
 95




---



##### Table of Contents



Donald R. Chappel
  Phillip D. Wright
  James J. Bender
  Rodney J. Sailor
  Stephen C. Beasley
  Emmitt C. House
  Governance
    Director
    Independence
   96




---



##### Table of Contents



www.williamspipelinepartners.com
  
    the director, or an immediate family member of the director, has
    received during any twelve-month period within the last three
    years more than $100,000 per year in direct compensation from
    our general partner, us, and any parent or subsidiary in a
    consolidated group with such entities (collectively, the
    Partnership Group), other than board and committee
    fees and pension or other forms of deferred compensation for
    prior service (provided such compensation is not contingent in
    any way on continued service). Neither compensation received by
    a director for former service as an interim chairman or chief
    executive officer or other executive officer nor compensation
    received by an immediate family member for service as an
    employee of the Partnership Group will be considered in
    determining independence under this standard.
    the director is a current employee, or has an immediate family
    member who is a current executive officer, of another company
    that has made payments to, or received payments from, the
    Partnership Group for property or services in an amount which,
    in any of the last three fiscal years, exceeds the greater of
    $1.0 million, or 2% of the other companys
    consolidated gross annual revenues. Contributions to tax exempt
    organizations are not considered payments for
    purposes of this standard.
    the director is, or has been within the last three years, an
    employee of the Partnership Group, or an immediate family member
    is, or has been within the last three years, an executive
    officer, of the Partnership Group. Employment as an interim
    chairman or chief executive officer or other executive officer
    will not disqualify a director from being considered independent
    following that employment.
    (i) the director or an immediate family member is a current
    partner of a present or former internal or external auditor for
    the Partnership Group, (ii) the director is a current
    employee of such a firm, (iii) the director has an
    immediate family member who is a current employee of such a firm
    and participates in such firms audit, assurance or tax
    compliance (but not tax planning) practice or (iv) the
    director or an immediately family member was within the last
    three years (but is no longer) a partner or employee of such a
    firm and personally worked on an audit for the Partnership Group
    within that time.
    if the director or an immediate family member is, or has been
    within the last three years, employed as an executive officer of
    another company where any of the Partnership Groups
    present executive officers at the same time serves or served on
    that companys compensation committee.
    if the board of directors determines that a discretionary
    contribution made by any member of the Partnership Group to a
    non-profit organization with which a director, or a
    directors spouse, has a relationship, impacts the
    directors independence.  and/or
   97




---



##### Table of Contents



Meeting
    Attendance and Preparation
    Executive
    Sessions of Non-Management Directors
    Communications
    with Directors
  www.williamspipelinepartners.com.
  c/o Williams
  c/o Williams
  E-mail:
    brian.shore@williams.com
  Board
    Committees
    Audit
    Committee
   98




---



##### Table of Contents



Conflicts
    Committee
    Code
    of Business Conduct and Ethics
  www.williamspipelinepartners.com
  Internet
    Access to Governance Documents
  www.williamspipelinepartners.com
  Section 16(a)
    Beneficial Ownership Reporting Compliance
    Transfer
    Agent and Registrar
    02940-3069  (781) 575-2879 (877) 498-8861  (800) 952-9245
    
 99




---



##### Table of Contents



CEO/CFO
    Certifications
    REPORT OF
    THE AUDIT COMMITTEE
    
    reviewed and discussed the audited financial statements in this
    annual report on
    Form 10-K
    with management, including a discussion of the quality, not just
    the acceptability, of the accounting principles, the
    reasonableness of significant judgments and the clarity of
    disclosures in the financial statements;
    reviewed with Ernst & Young LLP, the independent
    auditors, who are responsible for expressing an opinion on the
    conformity of those audited financial statements with generally
    accepted accounting principles, their judgments as to the
    quality and acceptability of Williams Pipeline Partners
    L.P.s accounting principles and such other matters as are
    required to be discussed with the audit committee under
    generally accepted auditing standards;
    received the written disclosures and the letter required by
    standard No. 1 of the independence standards board
    (independence discussions with audit committees) provided to the
    audit committee by Ernst & Young LLP;
    discussed with Ernst & Young LLP its independence from
    management and Williams Pipeline Partners L.P. and considered
    the compatibility of the provision of nonaudit services by the
    independent auditors with the auditors independence;
    discussed with Ernst & Young LLP the matters required
    to be discussed by statement on auditing standards No. 61
    (communications with audit committees);
    based on the foregoing reviews and discussions, recommended to
    the board of directors that the audited financial statements be
    included in the annual report on
    Form 10-K
    for the year ended December 31, 2007, for filing with the
    SEC; and
    approved the selection and appointment of Ernst &
    Young LLP to serve as Williams Pipeline Partners L.P.s
    independent auditors.    
    Stephen C. Beasley
    Emmitt C. House     100




---



##### Table of Contents



Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  www.sec.gov www.williams.com
  Executive
    Compensation
  http://www.sec.gov
  Employment
    Agreements
    Compensation
    Committee Interlocks and Insider Participation
   101




---



##### Table of Contents



Board
    Report on Compensation
  Form 10-K.
  
  Compensation
    of Directors
      Long-Term
    Incentive Plan
      Restricted
    Units and Phantom Units
   102




---



##### Table of Contents



Unit
    Options and Unit Appreciation Rights
      Reimbursement
    of Expenses of Our General Partner
   103




---



##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    
    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 ofCommon


Common


Subordinated


Subordinated


TotalUnits


Units to be


Units to be


Units to be


Units to beBeneficially


Beneficially


Beneficially


Beneficially


BeneficiallyName of Beneficial Owner

Owned


Owned


Owned


Owned


OwnedThe Williams Companies(1)


4,700,668



20.9
%


10,957,900



100
%


45.7
%Steven J. Malcolm


10,000




*


Donald R. Chappel


10,000




*


James J. Bender


8,000




*


Phillip D. Wright


10,100




*


Rodney J. Sailor


500




*


Stephen C. Beasley


17,500




*


Emmitt C. House


2,500




*


All executive officers and directors as a group


58,600




*


     *
    
    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. 104




---



##### Table of Contents



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


919,212



1,717,198



2,636,410




*Donald R. Chappel


258,285



374,097



632,382




*James J. Bender


122,693



95,781



218,474




*Phillip D. Wright


257,576



422,799



680,375




*Rodney J. Sailor


33,707



43,155



76,862




*Stephen C. Beasley


0



0



0




*Emmitt C. House


120



0



120




*All directors and executive officers as a group


1,591,593



2,653,030



4,244,623




*     *
    
    Less than 1%(1)
    
    Includes shares held under the terms of incentive and investment
    plans as follows: Mr. Malcolm, 45,736 shares in The
    Williams Companies Investment Plus Plan, 468,092 restricted
    stock units and 405,384 beneficially owned shares;
    Mr. Chappel, 186,642 restricted stock units and 71,643
    beneficially owned shares; Mr. Bender, 2,800 shares
    owned by children, 122,693 restricted stock units and 28,490
    beneficially owned shares; Mr. Wright, 15,109 shares
    in The Williams Companies Investment Plus Plan, 128,414
    restricted stock units and 114,053 beneficially owned shares;
    Mr. Sailor, 10,120 shares in The Williams Companies
    Investment Plus Plan, 22,933 restricted stock units and 654
    beneficially owned shares; and Mr. House owns
    120 shares in a third party-managed Individual Retirement
    Account. 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 February 25, 2008. Shares subject to
    options cannot be voted.(3)
    
    Based on 585,088,929 shares outstanding as of
    February 25, 2008. 105




---



##### Table of Contents



Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of SecuritiesRemaining AvailableNumber of Securities


Weighted-Average


for Future Issuanceto be Issued Upon


Exercise Price of


Under EquityExercise of Outstanding


Outstanding


Compensation PlanOptions, Warrants


Options, Warrants


(Excluding SecuritiesPlan category

and Rights (a)


and Rights (b)


Reflected in Column(a)) (c)Equity compensation plans approved by security holders


0Equity compensation plans not approved by security holders


0







2,000,000Total










2,000,000   Item 13.
    Certain
    Relationships and Related Transactions    Distributions
    and Payments to Our General Partner and Its Affiliates
    Formation StageThe contribution by our general partner of the
    asset to us

 19.1% ownership interest in NorthwestThe consideration received by our general partner for the
    contribution of the asset to us

 6,350,668 common units 10,957,900 subordinated units 684,869 general partner units representing a 2% general
    partner interest and the incentive distribution rightsThe interest in Northwest purchased by us using proceeds of our
    initial public offering

15.9% ownership interest in NorthwestThe consideration paid by us for purchase of an interest in
    Northwest using proceeds from our initial public offering

$300.9 million.Funds received by our general partner as consideration for the
    redemption of 1,650,000 common units upon exercise by the
    underwriters in the initial public offering of their option to
    purchase additional common units to cover over-allotments

$31.0 million. 106




---



##### Table of Contents



Operational StageDistributions of available cash to our general partner

We will generally make cash distributions 98% to unitholders,
    including our general partner as the holder of 4,700,668 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 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 StageLiquidation

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
   107




---



##### Table of Contents



Omnibus
    Agreement
    
    reimbursement of certain operating and general and
    administrative expenses;
    indemnification for certain environmental contingencies, tax
    contingencies, and right-of-way defects; and
    a license for the use of certain intellectual property.  Reimbursement
    of Operating and General and Administrative Expense
    Indemnification
    and/or
    Intellectual
    Property License
   108




---



##### Table of Contents



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;
    the issuance, incurrence, assumption or guarantee of any
    indebtedness or the pledge of any of Northwests assets; 109




---



##### Table of Contents




    filing or resolving a Section 4 general rate case
    proceeding under the Natural Gas Act or any other proceeding or
    controversy at FERC or an appeal of a FERC order, the outcome of
    which would cause (A) Northwest to have reduced revenue of,
    or pay penalties, refunds or interest in excess of,
    $50 million, or (B) Northwest to agree to any criminal
    penalty;
    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 or any
    withdrawal by any partner from the partnership;
    the transfer, 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;
    entering into any activity or business that may generate income
    that may not be qualifying income under
    Section 7704 of the Internal Revenue Code;
    the approval of Northwests budget;
    the approval of a transfer by a partner of its interest in
    Northwest; and
    any amendment to the administrative services agreement to which
    Northwest is a party.  Quarterly Cash Distributions. plus less
  Capital Calls to the Partners.
  Restrictions on Transfer of Interests in
    Northwest.
  Profit and Loss Allocations.
  Agreement with Regard to Colorado Hub Connection
    Project.
 110




---



##### Table of Contents



Working
    Capital Agreement
  365-day
    Williams
    Cash Management Program
    Northwests
    Related Party Agreements and Related Transactions
            Review,
    Approval or Ratification of Transactions with Related
    Persons
   111




---



##### Table of Contents




    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.      Director
    Independence
   112




---



##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services    Year Ended December 31,2007


2006(Thousands of dollars)Audit Fees

$
695


$
Audit-Related Fees






Tax Fees






All Other Fees






$
695


$
   Form S-1,
   113




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules      PageWilliams Pipeline Partners PredecessorStatements of Income for the years ended December 31, 2007,
    2006, and 2005


58Balance Sheets as of December 31, 2007 and 2006


59Statements of Cash Flows for the years ended December 31,
    2007, 2006 and 2005


60Statements of Owners Equity and Comprehensive Income for
    the years ended December 31, 2007, 2006 and 2005


61Notes to Financial Statements


62Williams Pipeline Partners L.P.Balance Sheet as of December 31, 2007


66Notes to Balance Sheet


67Northwest Pipeline GPConsolidated Statements of Income for the years Ended
    December 31, 2007, 2006 (restated) and 2005 (restated)


69Consolidated Balance Sheets as of December 31, 2007 and
    2006 (restated)


70Consolidated Statements of Owners Equity for the years
    ended December 31, 2007, 2006 (restated) and 2005 (restated)


71Consolidated Statements of Comprehensive Income for the years
    ended December 31, 2007, 2006 (restated) and 2005 (restated)


72Consolidated Statements of Cash Flows for the years ended
    December 31, 2007, 2006 (restated) and 2005 (restated)


73Notes to Consolidated Financial Statements


74     3 and(b). The exhibits listed below are furnished or
    filed as part of this annual report:
    ExhibitNumber

Description3
.1

Certificate of Limited Partnership of Williams Pipeline Partners
    L.P. (filed on September 12, 2007 as Exhibit 3.1 to Williams
    Pipeline Partners L.P.s Registration Statement on Form S-1
    (File No. 333-146015)
    and incorporated herein by reference).3
.2

First Amended and Restated Agreement of Limited Partnership of
    Williams Pipeline Partners L.P., dated January 24, 2008 (filed
    on January 30, 2008 as Exhibit 3.1 to Williams Pipeline Partners
    L.P.s Form 8-K (File No. 001-33917) and incorporated
    herein by reference).3
.3

Certificate of Formation of Williams Pipeline GP LLC (filed on
    September 12, 2007 as Exhibit 3.3 to Williams Pipeline Partners
    L.P.s Registration Statement on Form S-1 (File No.
    333-146015) and incorporated herein by reference).3
.4

First Amended and Restated Limited Liability Company Agreement
    of Williams Pipeline GP LLC, dated January 24, 2008 (filed on
    January 30, 2008 as Exhibit 3.2 to Williams Pipeline Partners
    L.P. Form 8-K (File No. 001-33917) and incorporated herein by
    reference). 114




---



##### Table of Contents



ExhibitNumber

Description4
.1

Senior Indenture, dated August 1, 1992, between Northwest
    Pipeline and Continental Bank, N.A., relating to Northwest
    Pipelines 9% Debentures, due 2022 (filed on July 2,
    1992 as Exhibit 4.1 to Northwest Pipelines Registration
    Statement on Form S-3 (File No. 33-49150) and incorporated
    herein by reference).4
.2

Form of Senior Indenture, dated November 30, 1995, between
    Northwest Pipeline and Chemical Bank, relating to Northwest
    Pipelines 7.125% Debentures, due 2025 (filed on
    September 14, 1995 as Exhibit 4.1 to Northwest Pipelines
    Registration Statement on Form S-3 (File No. 033-62639) and
    incorporated herein by reference).4
.3

Indenture dated June 22, 2006, between Northwest Pipeline
    Corporation and JPMorgan Chase Bank, N.A. (filed on June 23,
    2006 as Exhibit 4.1 to Northwest Pipeline GPs Report on
    Form 8-K
    (File No. 001-07414)
    and incorporated herein by reference).4
.4

Indenture, dated April 5, 2007, between Northwest Pipeline
    Corporation and The Bank of New York (filed on April 6, 2007 as
    Exhibit 4.1 to Northwest Pipeline GPs Report on Form 8-K
    (File No. 001-07414) and incorporated herein by reference).10
.1

Contribution, Conveyance and Assumption Agreement, dated January
    24, 2008, by and among Williams Pipeline Partners L.P., Williams
    Pipeline Operating LLC, WPP Merger LLC, Williams Pipeline
    Partners Holdings LLC, Northwest Pipeline GP, Williams Pipeline
    GP LLC, Williams Gas Pipeline Company, LLC, WGPC Holdings LLC
    and Williams Pipeline Services Company (filed on January 30,
    2008 as Exhibit 10.2 to Williams Pipeline Partners L.P.s
    Form 8-K (File No. 001-33917) and incorporated herein by
    reference).10
.2

Omnibus Agreement, dated January 24, 2008, among Williams Gas
    Pipeline Company, LLC, Williams Pipeline GP LLC, Williams
    Pipeline Operating LLC, Williams Pipeline Partners Holdings LLC
    and The Williams Companies, Inc. (filed on January 30, 2008 as
    Exhibit 10.3 to Williams Pipeline Partners L.P.s Form 8-K
    (File No. 001-33917) and incorporated herein by reference).10
.3

General Partnership Agreement of Northwest Pipeline GP, dated
    October 1, 2007, between WGPC Holdings LLC and Williams Pipeline
    Partners Holdings LLC (filed on October 2, 2007 as Exhibit 3.2
    to Northwest Pipeline GPs Current Report on Form 8-K (File
    No. 001-07414) and incorporated herein by reference).10
.4

Form of Operating Agreement, dated July 1, 1991, between
    Northwest Pipeline and Williams Field Services Company (filed on
    March 26, 1992 as Exhibit 10(c)(9) to Northwest Pipelines
    Report on Form 10-K (File No. 001-07414) and incorporated herein
    by reference).10
.5

Long Term Incentive Plan (filed on October 29, 2007 as Exhibit
    10.5 to Amendment No. 1 to Williams Pipeline Partners
    L.P.s Registration Statement on Form S-1 (File No.
    333-146015) and incorporated herein by reference).10
.6

Form of Transfer Agreement, dated July 1, 1991, between
    Northwest Pipeline and Gas Processing (filed on March 26, 1992
    as Exhibit 10(c)(8) to Northwest Pipelines Report on Form
    10-K (File No. 001-07414) and incorporated herein by reference).10
.7

Working Capital Loan Agreement (filed on October 29, 2007 as
    Exhibit 10.7 to Amendment No. 1 to Williams Pipeline Partners
    L.P.s Registration Statement on Form S-1 (File No.
    333-146015) and incorporated herein by reference).10
.8

Credit Agreement, dated May 1, 2006, among The Williams
    Companies, Inc., Northwest Pipeline Corporation,
    Transcontinental Gas Pipe Line Corporation, and Williams
    Partners L.P., as Borrowers, and Citibank, N.A., as
    Administrative Agent (filed on May 1, 2006 as Exhibit 10.1 to
    The Williams Companies, Inc.s Report on Form 8-K (File No.
    001-04174) and incorporated herein by reference).10
.9

Amendment Agreement, dated May 9, 2007, among The Williams
    Companies, Inc., Williams Partners L.P., Northwest Pipeline
    Corporation, Transcontinental Gas Pipe Line Corporation, certain
    banks, financial institutions and other institutional lenders
    and Citibank, N.A., as Administrative Agent (filed on May 15,
    2007 as Exhibit 10.1 to The Williams Companies, Inc.s
    Report on Form 8-K (File No. 001-04174) and incorporated herein
    by reference). 115




---



##### Table of Contents



ExhibitNumber

Description10
.10

Amendment Agreement, dated November 21, 2007, among The Williams
    Companies, Inc., Williams Partners L.P., Northwest Pipeline GP,
    Transcontinental Gas Pipe Line Corporation, certain banks,
    financial institutions and other institutional lenders and
    Citibank, N.A., as Administrative Agent (filed on November 28,
    2007 as Exhibit 10.1 to The Williams Companies, Inc.s
    Report on Form 8-K (File No. 001-04174) and incorporated herein
    by reference).10
.11

Registration Rights Agreement, dated as of April 5, 2007, among
    Northwest Pipeline Corporation and Greenwich Capital Markets,
    Inc. and Banc of America Securities LLC, acting on behalf of
    themselves and the several initial purchasers listed on Schedule
    I thereto (filed on April 6, 2007 as Exhibit 10.1 to Northwest
    Pipelines Report on Form 8-K (File No. 001-07414) and
    incorporated herein by reference).10
.12

Administrative Services Agreement between Northwest Pipeline
    Services LLC and Northwest Pipeline GP, dated October 1, 2007
    (filed on January 30, 2008 as Exhibit 10.1 to Williams Pipeline
    Partners L.P.s Form 8-K (File No. 001-33917) and
    incorporated herein by reference).10
.13

First Amended and Restated General Partnership Agreement of
    Northwest Pipeline GP, dated January 24, 2008 (filed on January
    30, 2008 as Exhibit 10.4 to Williams Pipeline Partners
    L.P.s Form 8-K (File No. 001-33917) and
    incorporated herein by reference).21
.1*

List of subsidiaries of Williams Pipeline Partners L.P. (filed
    on January 7, 2008 as Exhibit 21.1 to Amendment No. 3 to
    Williams Pipeline Partners L.P.s Registration Statement on
    Form S-1
    (File No. 333-146015)
    and incorporated herein by reference).24*


Power of Attorney together with certified resolution.31
.1*

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer.31
.2*

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer.32*


Section 1350 Certifications of Chief Executive Officer and Chief
    Financial Officer99
.1*

Williams Pipeline GP LLC Financial Statements     *
    
    Filed herewith 116




---



##### Table of Contents



SIGNATURES
       By:
    Williams Pipeline GP LLC,   By:
    /s/  Brian
    K. Shore   Attorney-in-Fact
      Signature

Title

Date/s/  Steven
    J. Malcolm*Steven
    J. Malcolm

Chief Executive Officer and Chairman of the Board (Principal
    Executive Officer)

February 29, 2008/s/  Donald
    R. Chappel*Donald
    R. Chappel

Chief Financial Officer and Director (Principal Financial
    Officer)

February 29, 2008/s/  Ted
    T. Timmermans*Ted
    T. Timmermans

(Principal Accounting Officer)

February 29, 2008/s/  Phillip
    D. Wright*Phillip
    D. Wright

Chief Operating Officer and Director

February 29, 2008/s/  Rodney
    J. Sailor*Rodney
    J. Sailor

Treasurer and Director

February 29, 2008/s/  Stephen
    C. Beasley*Stephen
    C. Beasley

Director

February 29, 2008/s/  Emmitt
    C. House*Emmitt
    C. House

Director

February 29, 2008*
    By: /s/  Brian
    K. ShoreBrian
    K. Shore Attorney-in-Fact  117




---



##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber

Description3
.1

Certificate of Limited Partnership of Williams Pipeline Partners
    L.P. (filed on September 12, 2007 as Exhibit 3.1 to Williams
    Pipeline Partners L.P.s Registration Statement on Form S-1
    (File No. 333-146015)
    and incorporated herein by reference).3
.2

First Amended and Restated Agreement of Limited Partnership of
    Williams Pipeline Partners L.P., dated January 24, 2008 (filed
    on January 30, 2008 as Exhibit 3.1 to Williams Pipeline Partners
    L.P.s Form 8-K (File No. 001-33917) and incorporated
    herein by reference).3
.3

Certificate of Formation of Williams Pipeline GP LLC (filed on
    September 12, 2007 as Exhibit 3.3 to Williams Pipeline Partners
    L.P.s Registration Statement on Form S-1 (File No.
    333-146015) and incorporated herein by reference).3
.4

First Amended and Restated Limited Liability Company Agreement
    of Williams Pipeline GP LLC, dated January 24, 2008 (filed on
    January 30, 2008 as Exhibit 3.2 to Williams Pipeline Partners
    L.P. Form 8-K (File No. 001-33917) and incorporated herein by
    reference).4
.1

Senior Indenture, dated August 1, 1992, between Northwest
    Pipeline and Continental Bank, N.A., relating to Northwest
    Pipelines 9% Debentures, due 2022 (filed on July 2,
    1992 as Exhibit 4.1 to Northwest Pipelines Registration
    Statement on Form S-3 (File No. 33-49150) and incorporated
    herein by reference).4
.2

Form of Senior Indenture, dated November 30, 1995, between
    Northwest Pipeline and Chemical Bank, relating to Northwest
    Pipelines 7.125% Debentures, due 2025 (filed on
    September 14, 1995 as Exhibit 4.1 to Northwest Pipelines
    Registration Statement on Form S-3 (File No. 033-62639) and
    incorporated herein by reference).4
.3

Indenture dated June 22, 2006, between Northwest Pipeline
    Corporation and JPMorgan Chase Bank, N.A. (filed on June 23,
    2006 as Exhibit 4.1 to Northwest Pipeline GPs Report on
    Form 8-K
    (File No. 001-07414)
    and incorporated herein by reference).4
.4

Indenture, dated April 5, 2007, between Northwest Pipeline
    Corporation and The Bank of New York (filed on April 6, 2007 as
    Exhibit 4.1 to Northwest Pipeline GPs Report on Form 8-K
    (File No. 001-07414) and incorporated herein by reference).10
.1

Contribution, Conveyance and Assumption Agreement, dated January
    24, 2008, by and among Williams Pipeline Partners L.P., Williams
    Pipeline Operating LLC, WPP Merger LLC, Williams Pipeline
    Partners Holdings LLC, Northwest Pipeline GP, Williams Pipeline
    GP LLC, Williams Gas Pipeline Company, LLC, WGPC Holdings LLC
    and Williams Pipeline Services Company (filed on January 30,
    2008 as Exhibit 10.2 to Williams Pipeline Partners L.P.s
    Form 8-K (File No. 001-33917) and incorporated herein by
    reference).10
.2

Omnibus Agreement, dated January 24, 2008, among Williams Gas
    Pipeline Company, LLC, Williams Pipeline GP LLC, Williams
    Pipeline Operating LLC, Williams Pipeline Partners Holdings LLC
    and The Williams Companies, Inc. (filed on January 30, 2008 as
    Exhibit 10.3 to Williams Pipeline Partners L.P.s Form 8-K
    (File No. 001-33917) and incorporated herein by reference).10
.3

General Partnership Agreement of Northwest Pipeline GP, dated
    October 1, 2007, between WGPC Holdings LLC and Williams Pipeline
    Partners Holdings LLC (filed on October 2, 2007 as Exhibit 3.2
    to Northwest Pipeline GPs Current Report on Form 8-K (File
    No. 001-07414) and incorporated herein by reference).10
.4

Form of Operating Agreement, dated July 1, 1991, between
    Northwest Pipeline and Williams Field Services Company (filed on
    March 26, 1992 as Exhibit 10(c)(9) to Northwest Pipelines
    Report on Form 10-K (File No. 001-07414) and incorporated herein
    by reference).10
.5

Long Term Incentive Plan (filed on October 29, 2007 as Exhibit
    10.5 to Amendment No. 1 to Williams Pipeline Partners
    L.P.s Registration Statement on Form S-1 (File No.
    333-146015) and incorporated herein by reference).10
.6

Form of Transfer Agreement, dated July 1, 1991, between
    Northwest Pipeline and Gas Processing (filed on March 26, 1992
    as Exhibit 10(c)(8) to Northwest Pipelines Report on Form
    10-K (File No. 001-07414) and incorporated herein by reference). 118




---



##### Table of Contents



ExhibitNumber

Description10
.7

Working Capital Loan Agreement (filed on October 29, 2007 as
    Exhibit 10.7 to Amendment No. 1 to Williams Pipeline Partners
    L.P.s Registration Statement on Form S-1 (File No.
    333-146015) and incorporated herein by reference).10
.8

Credit Agreement, dated May 1, 2006, among The Williams
    Companies, Inc., Northwest Pipeline Corporation,
    Transcontinental Gas Pipe Line Corporation, and Williams
    Partners L.P., as Borrowers, and Citibank, N.A., as
    Administrative Agent (filed on May 1, 2006 as Exhibit 10.1 to
    The Williams Companies, Inc.s Report on Form 8-K (File No.
    001-04174) and incorporated herein by reference).10
.9

Amendment Agreement, dated May 9, 2007, among The Williams
    Companies, Inc., Williams Partners L.P., Northwest Pipeline
    Corporation, Transcontinental Gas Pipe Line Corporation, certain
    banks, financial institutions and other institutional lenders
    and Citibank, N.A., as Administrative Agent (filed on May 15,
    2007 as Exhibit 10.1 to The Williams Companies, Inc.s
    Report on Form 8-K (File No. 001-04174) and incorporated herein
    by reference).10
.10

Amendment Agreement, dated November 21, 2007, among The Williams
    Companies, Inc., Williams Partners L.P., Northwest Pipeline GP,
    Transcontinental Gas Pipe Line Corporation, certain banks,
    financial institutions and other institutional lenders and
    Citibank, N.A., as Administrative Agent (filed on November 28,
    2007 as Exhibit 10.1 to The Williams Companies, Inc.s
    Report on Form 8-K (File No. 001-04174) and incorporated herein
    by reference).10
.11

Registration Rights Agreement, dated as of April 5, 2007, among
    Northwest Pipeline Corporation and Greenwich Capital Markets,
    Inc. and Banc of America Securities LLC, acting on behalf of
    themselves and the several initial purchasers listed on Schedule
    I thereto (filed on April 6, 2007 as Exhibit 10.1 to Northwest
    Pipelines Report on Form 8-K (File No. 001-07414) and
    incorporated herein by reference).10
.12

Administrative Services Agreement between Northwest Pipeline
    Services LLC and Northwest Pipeline GP, dated October 1, 2007
    (filed on January 30, 2008 as Exhibit 10.1 to Williams Pipeline
    Partners L.P.s Form 8-K (File No. 001-33917) and
    incorporated herein by reference).10
.13

First Amended and Restated General Partnership Agreement of
    Northwest Pipeline GP, dated January 24, 2008 (filed on January
    30, 2008 as Exhibit 10.4 to Williams Pipeline Partners
    L.P.s Form 8-K
    (File No. 001-33917)
    and incorporated herein by reference).21
.1*

List of subsidiaries of Williams Pipeline Partners L.P.24*


Power of Attorney together with certified resolution.31
.1*

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer.31
.2*

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer.32*


Section 1350 Certifications of Chief Executive Officer and Chief
    Financial Officer99
.1*

Williams Pipeline GP LLC Financial Statements     *
    
    Filed herewith 119