##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to .
 Commission File Number 1-33825
 El Paso Pipeline Partners, L.P.
  Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    26-0789784
(I.R.S. Employer
Identification No.)El Paso Building 
1001 Louisiana Street 
Houston, Texas
(Address of Principal Executive Offices)
    
    77002
(Zip Code)
 Telephone Number: (713) 420-2600
Internet Website: www.eppipelinepartners.com
 Securities registered pursuant to Section 12(b) of the Act:
 Name of Each ExchangeTitle of Each Class
    
    on which RegisteredCommon Units Representing Limited Partnership Interests
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   Documents Incorporated by Reference: None.




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##### 



EL PASO PIPELINE PARTNERS, L.P.
TABLE OF CONTENTS
 Caption
    
    PagePART IItem 1.
    
    Business
    
    1Item 1A.
    
    Risk Factors
    
    8Item 1B.
    
    Unresolved Staff Comments
    
    25Item 2.
    
    Properties
    
    25Item 3.
    
    Legal Proceedings
    
    25Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    25PART II
    
    26Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    26Item 6.
    
    Selected Financial Data
    
    28Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    29Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    40Item 8.
    
    Financial Statements and Supplementary Data
    
    41Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    60Item 9A.
    
    Controls and Procedures
    
    60Item 9A(T).
    
    Controls and Procedures
    
    60Item 9B.
    
    Other Information
    
    60PART III
    
    61Item 10.
    
    Directors, Executive Officers and Corporate Governance
    
    61Item 11.
    
    Executive Compensation
    
    65Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    67Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    70Item 14.
    
    Principal Accountant Fees and Services
    
    77PART IV
    
    78Item 15.
    
    Exhibits and Financial Statement Schedules
    
    78Signatures
    
    79List of SubsidiariesConsent of Ernst & Young LLPConsent of PricewaterhouseCoopers LLPCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
   /d
    
    = per day
    
    MDth
    
    = thousand dekathermBBtu
    
    = billion British thermal units
    
    MMcf
    
    = million cubic feetBcf
    
    = billion cubic feet
    
    MMcf/d
    
    = million cubic feet per dayLNG
    
    = liquefied natural gas
    
    NGL
    
    = natural gas liquids
   i




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ITEM 1. BUSINESS
 Overview and Strategy
     
    
    Delivering excellent customer service;
    
    Focusing on increasing utilization, efficiency and cost
control in our operations;
    
    Pursuing economically attractive organic and greenfield
expansion opportunities;
    
    Growing our business through strategic asset acquisitions from third parties, El Paso
or both; and
    
    Maintaining the integrity and ensuring the safety of our pipeline systems and other
assets.
 1




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Our Assets
  As of December 31, 2007Transmission
    
    Ownership
    
    Miles of
    
    Design
    
    Storage
    
    Average Throughput(1)System
    
    Interest
    
    Pipeline
    
    Capacity
    
    Capacity
    
    2007
    
    2006
    
    2005(Percent)
    
    
    
    
    
    (MMcf/d)
    
    (Bcf)
    
    
    
    
    
    (BBtu/d)WIC (2)
    
    
    100
    
    
    
    800
    
    
    
    2,721
    
    
    
    
    
    
    
    2,071
    
    
    
    1,914
    
    
    
    1,572CIG
(3)
    
    
    10
    
    
    
    4,000
    
    
    
    3,048
    
    
    
    29
    
    
    
    2,339
    
    
    
    2,008
    
    
    
    1,902SNG
(3)
    
    
    10
    
    
    
    7,600
    
    
    
    3,665
    
    
    
    60
    
    
    
    2,345
    
    
    
    2,167
    
    
    
    1,984

(4)
 
 (1)
    
    The WIC throughput includes 239 BBtu/d, 204 BBtu/d and 174
BBtu/d transported by WIC for CIG during 2007, 2006, and 2005.(2)
    
    Includes the recently completed Kanda expansion project
placed in service in January 2008.(3)
    
    Volumes reflected are 100 percent of the volumes transported on the CIG system and the SNG system,
respectively. We own 10 percent general partner interests in each of these systems.(4)
    
    Volumes on the SNG system were negatively impacted in 2005 by moderate weather and Hurricane Katrina. WIC.
 CIG (10 percent interest).
 SNG (10 percent interest).
  2




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Markets and Competition
 WIC.
   CIG.
 3




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SNG.
   4




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WICCustomer Information
    
    Contract InformationApproximately 50 firm and
interruptible customers
    

Approximately 50 firm transportation contracts. Weighted average remaining
contract term of approximately ten years.(1)Major Customers:Williams Gas Marketing, Inc.(25 BBtu/d)
    
    Expires in 2008.(84 BBtu/d)
    
    Expires in 2010.(744 BBtu/d)
    
    Expire in 2013-2021.Anadarko Petroleum Corporation(25 BBtu/d)
    
    Expires in 2008.(810 BBtu/d)
    
    Expire in 2009-2022.
 CIGCustomer Information
    
    Contract InformationApproximately 120 firm and
interruptible customers
    

Approximately 180 firm transportation contracts. Weighted average
remaining contract term of approximately five years.Major Customers:Public Service Company of Colorado(187 BBtu/d)
    
    Expires in 2008.(9 BBtu/d)
    
    Expires in 2009.(1,106 BBtu/d)
    
    Expire in 2012-2014.Williams Gas Marketing, Inc.(53 BBtu/d)
    
    Expires in 2009.(113 BBtu/d)
    
    Expires in 2010.(350 BBtu/d)
    
    Expire in 2011-2013.Anadarko Petroleum Corporation(70 BBtu/d)
    
    Expires in 2008.(12 BBtu/d)
    
    Expires in 2009.(80 BBtu/d)
    
    Expires in 2010.(128 BBtu/d)
    
    Expire in 2011-2015.
 SNGCustomer Information
    
    Contract InformationApproximately 280 firm and
interruptible customers
    

Approximately 190 firm transportation contracts. Weighted average
remaining contract term of approximately six years.Major Customers:Atlanta Gas Light Company(981 BBtu/d)
    
    Expire in 2008-2015.Southern Company Services(418 BBtu/d)
    
    Expire in 2010-2018.Alabama Gas Corporation(413 BBtu/d)
    
    Expire in 2010-2013.SCANA Corporation(315 BBtu/d)
    
    Expire in 2010-2019.
 
 (1)
    
    Includes the impact of the Kanda expansion project placed in service in
January 2008. 5




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Our Relationship with El Paso Corporation
   Regulatory Environment
  
    
    rates and charges for natural gas transportation and storage;
    
    certification and construction of new facilities;
    
    extension or abandonment of services and facilities;
    
    maintenance of accounts and records;
    
    relationships between pipelines and certain affiliates;
    
    terms and conditions of service;
    
    depreciation and amortization policies;
    
    acquisition and disposition of facilities; and
    
    initiation and discontinuation of services.
    6




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Environmental
  Employees
  Available Information
  7




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ITEM 1A. RISK FACTORS
 CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
     Risks Inherent in Our Business
 Our success depends on factors beyond our control.
  
    
    service area competition;
    
    changes in regulation and actions of regulatory bodies;
    
    weather conditions that impact throughput and storage levels;
    
    price competition;
    
    drilling activity and decreased availability of conventional gas supply sources and the availability and timing of other natural gas sources such as LNG;
    
    continued development of additional sources of gas supply that can be accessed;
    
    decreased natural gas demand due to various factors, including increases in prices and the availability or increased demand of alternative energy
sources such as hydroelectric power, solar, wind, nuclear energy, coal and fuel oil;
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We may not have sufficient cash from operations following the establishment of cash reserves and
payment of fees and expenses, including cost reimbursements to our general partner, to enable us to
make cash distributions to holders of our common units and subordinated units at the minimum
quarterly distribution rate under our cash distribution policy.
  
    
    the rates we charge and the volumes under contract for our transportation and storage
services;
    
    the quantities of natural gas available for transport and the demand for natural gas;
    
    the price of natural gas;
    
    legislative or regulatory action affecting demand for and supply of natural gas, and the
rates we are allowed to charge in relation to our operating costs;
    
    the level of our operating and maintenance and general and administrative costs; and
    
    the creditworthiness of our shippers.
  
    
    the level of capital expenditures we make;
    
    our debt service requirements, retirement of debt and other liabilities;
    
    fluctuations in working capital needs;
    
    our ability to borrow funds and access capital markets;
    
    the amount of cash distributed to us by the entities in which we own a minority
interest;
    
    restrictions on distributions contained in debt agreements; and
    
    the amount of cash reserves established by our general partner, which may include
reserves for tariff rates that are subject to refund.
 We own 10 percent minority interests in two of our three primary assets, with the remaining 90
percent interest in each of those assets owned by El Paso or its other subsidiaries. As a result,
we will be unable to control the amount of cash we will receive from those operations and we could
be required to contribute significant cash to fund our share of their operations. If we fail to
make these contributions, we will be subject to specified penalties.
  9




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
    
    decisions with respect to incurrence of expenses and distributions to us;
    
    establishing reserves for working capital, maintenance capital expenditures,
environmental matters and legal and rate proceedings;
    
    incurring additional indebtedness and principal and interest payments; and
    
    requiring us to make additional capital contributions to CIG and SNG to fund working
capital, maintenance capital and expansion capital expenditures which could be material. In
the event we elect not to make a required capital contribution or are unable to do so, our
partnership interest could be diluted or it could affect the receipt of distributions until
we have forgone distributions equal to our portion of the capital call plus a specified
premium.
 Our natural gas transportation and storage systems are subject to regulation by agencies, including
the FERC, which could have an adverse impact on our ability to establish transportation and storage
rates that would allow recovery of the full cost of operating these pipeline systems and storage
facilities, including a reasonable return, and our ability to make distributions.
  
    
    rates, operating terms and conditions of service;
    
    the types of services we may offer to our customers;
    
    the contracts for service entered into with our customers;
    
    construction and abandonment of new facilities;
    
    the integrity and safety of our pipeline systems and related operations;
    
    acquisition, extension or abandonment of services or facilities;
    
    accounts and records; and
    
    relationships with affiliated companies involved in certain aspects of the natural gas
business.
   The outcome of certain proceedings involving FERC policy statements is uncertain and could affect
the rate of return on our equity we are allowed to recover through rates and the amount of any
allowance (if any) our systems can include for income taxes in establishing their rates for
service, which would in turn impact our revenues and/or equity earnings.
  10




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Certain of our systems transportation services are subject to long-term, fixed-price negotiated
rate contracts that are not subject to adjustment, even if our cost to perform such services
exceeds the revenues received from such contracts, and, as a result, our costs could exceed our
revenues received under such contracts.
  Increased competition from alternative natural gas transportation and storage options and
alternative fuel sources could have a significant financial impact on us.
   Competition from pipelines, including the Rockies Express pipeline, that may be able to provide our
shippers with capacity at a lower price could cause us to reduce our rates or otherwise reduce our
revenues.
  11




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Any significant decrease in supplies of natural gas in our areas of operation could adversely
affect our business and operating results and reduce our cash available for distribution to
unitholders.
  The revenues of our pipeline businesses are generated under contracts that must be renegotiated
periodically.
  12




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
    
    competition by other pipelines, including the change in rates or upstream supply of
existing pipeline competitors, as well as the proposed construction by other companies of
additional pipeline capacity or LNG terminals in markets served by our interstate
pipelines;
    
    changes in state regulation of local distribution companies, which may cause them to negotiate short-term contracts or
turn back their capacity when their contracts expire;
    
    reduced demand and market conditions in the areas we serve;
    
    the availability of alternative energy sources or natural gas supply points; and
    
    regulatory actions.
 Fluctuations in energy commodity prices could adversely affect our business.
      
    
    regional, domestic and international supply and demand;
    
    availability and adequacy of transportation facilities;
    
    energy legislation;
    
    federal and state taxes, if any, on the transportation and storage of natural gas;
 13




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
    
    abundance of supplies of alternative energy sources; and
    
    political unrest among countries producing oil and LNG.
 Our systems depend on certain key customers and producers for a significant portion of their
revenues. The loss of any of these key customers could result in a decline in their revenues and
cash available to pay distributions.
  Adverse changes in general domestic economic conditions could adversely affect our operating
results, financial condition, or our ability to make cash distributions.
  Neither CIG nor SNG is prohibited from incurring indebtedness, which may affect our ability to make
distributions.
  Restrictions in our credit facility could limit our ability to make distributions to our
unitholders.
  Increases in interest rates could adversely impact our unit price and our ability to issue
additional equity to make acquisitions, incur debt or for other purposes.
  The credit and risk profile of our general partner and its owner, El Paso, could adversely affect
our credit ratings and risk profile, which could increase our borrowing costs or hinder our ability
to raise capital.
  14




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If our systems do not successfully complete expansion projects or make and integrate acquisitions
that are accretive, our future growth may be limited.
  
    
    unable to identify attractive expansion projects or acquisition candidates or we
are outbid by competitors;
    
    El Paso elects not to sell or contribute additional interests in its pipeline systems
that it owns to us or to offer attractive expansion projects or acquisition candidates to
us;
    
    unable to obtain necessary rights of way or government approvals;
    
    unable to realize anticipated costs savings and successful integration of the
businesses we build or acquire;
    
    unable to raise financing for expansion projects or acquisitions on economically
acceptable terms;
    
    mistaken assumptions about volumes, revenues and costs, including synergies and
potential growth;
    
    unable to secure adequate transportation, storage or throughput commitments to support the expansion or
acquisition of new facilities;
    
    the assumption of unknown liabilities when making acquisitions for which we are not
indemnified or for which our indemnity is inadequate;
    
    the diversion of managements and employees attention to other business concerns; or
    
    unforeseen difficulties operating in new product areas or new geographic areas including opposition to energy infrastructure development, especially in environmentally sensitive areas;
    
    there is a lack of available of skilled labor, equipment, and materials to complete
expansion projects;
    
    potential changes in federal, state and local statutes and regulations, including
environmental requirements, that prevent a project from proceeding or increase the
anticipated cost of the project;
    
    our ability to construct expansion projects within anticipated costs, including the risk that we
may incur cost overruns resulting from inflation or increased costs of equipment,
materials, labor, a lack of contractor productivity or other factors beyond our control, that may be material;
    
    the lack of future growth in natural gas supply; and
  15




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The amount of cash we have available for distribution 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 may incur significant costs and liabilities as a result of pipeline integrity management program
testing and any necessary pipeline repairs, or preventive or remedial measures.
  
    
    Our estimate does not include the costs of repairs, remediation or preventive or
mitigating actions that may be determined to be necessary as a result of the testing
program, which could be substantial;
    
    Additional regulatory requirements that are enacted could significantly increase the
amount of our expenditures;
    
    Our actual implementation costs may be materially higher than we estimate because of
increased industry-wide demand for contractors and service providers and the related
increase in costs; or
    
    Failure to comply with DOT regulations, which could subject us to penalties and fines.
 We do not own all of the land on which our pipelines and facilities are located, which could
disrupt our operations.
  Our operations are subject to operational hazards and uninsured risks.
  16




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Our operations are subject to environmental laws and regulations that may expose us to significant
costs and liabilities.
  Environmental compliance and remediation costs and the costs of environmental liabilities could
exceed our estimates.
      Risks Inherent in Our Structure and Relationship with El Paso
 El Paso controls our general partner, which has sole responsibility for conducting our business and
managing our operations. Our general partner and its affiliates, including El Paso, have conflicts
of interest with us and limited fiduciary duties, and they may favor their own interests to the
detriment of our unitholders.
  Affiliates of our general partner, including El Paso and its other subsidiaries, are not limited in
their ability to compete with us and are not obligated to offer us the opportunity to pursue
additional assets or businesses, which could limit our commercial activities or our ability to
acquire additional assets or businesses.
  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.
  17




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Cost reimbursements to our general partner and its affiliates for services provided, which will be
determined by our general partner, will be substantial and will reduce our cash available for
distribution.
  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.
  Limited unitholders cannot remove our general partner without its consent.
 2 3
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Our general partner may elect to cause us to issue Class B common units to it in connection with a
resetting of the target distribution levels related to our general partners incentive distribution
rights without the approval of the conflicts committee of our general partner or holders of our
common units and subordinated units. This may result in lower distributions to holders of our
common units in certain situations.
   The control of our general partner may be transferred to a third party without unitholder consent.
  If we are deemed an investment company under the Investment Company Act of 1940, it would
adversely affect the price of our common units and could have a material adverse effect on our
business.
  19




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We may issue additional units without approval which would dilute existing ownership interests.
  
    
    each 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;
    
    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 has a limited call right that may require unitholders to sell common units at
an undesirable time or price.
  20




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Our partnership agreement restricts the voting rights of unitholders owning 20 percent or more of
our common units.
  Unitholder 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
    
    unitholders 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.
 The market price of our common units could be adversely affected by sales of substantial amounts of
our common units in the public or private markets, including sales by affiliates of our general
partner.
  21




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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 additional entity-level taxation by states. If the
Internal Revenue Service were to treat us as a corporation or if we become subject to a material
amount of additional entity-level taxation for state tax purposes, then it would substantially
reduce the amount of cash available for distribution to our unitholders.
     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 our
units each month based upon the ownership of our 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.
  22




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An Internal Revenue Service contest of the federal income tax positions we take may adversely
affect the market for our common units, and the cost of any Internal Revenue Service contest will
reduce our cash available for distribution to our unitholders.
  Unitholders will be required to pay taxes on their share of our income even if they do not receive
any cash distributions from us.
  The tax gain or loss on the disposition of our common units could be different than expected.
  Tax-exempt entities and foreign persons face unique tax issues from owning common units that may
result in adverse tax consequences to them.
  We will treat each purchaser of units as having the same tax benefits without regard to the actual
common units purchased. The IRS may challenge this treatment, which could adversely affect the
value of the common units.
  23




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We may adopt certain valuation methodologies that may result in a shift of income, gain, loss and
deduction between the general partner and the unitholders. The IRS may challenge this treatment,
which could adversely affect the value of the common units.
   The sale or exchange of 50 percent or more of our capital and profits interests during any 12-month
period will result in the termination of our partnership for federal income tax purposes.
  Unitholders will likely be subject to state and local taxes and return filing requirements in
states where they do not live as a result of their investment in our common units.
  24




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
   
 ITEM 3. LEGAL PROCEEDINGS
  Gas Measurement Cases. re: Natural Gas Royalties Qui Tam Litigation,
 Will Price, et
al. v. Gas Pipelines and Their Predecessors, et al.,
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  25




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
   High
    
    Low
    
    Distributions2007Fourth Quarter (1)
    
    $
    25.05
    
    
    $
    20.90
    
    
    
    
 
 (1)
    
    For the period from November 21, 2007, the date of our initial public offering, through December 31, 2007. Cash Distribution Policy. first second third
 Incentive Distribution Rights.
  26




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Marginal PercentageTotal Quarterly
    
    Interest in DistributionDistribution per Unit
    
    
    
    
    
    GeneralTarget Amount
    
    Unitholders
    
    PartnerMinimum Quarterly Distribution
    
    $
    0.28750
    
    
    
    98
    %
    
    
    2
    %First Target Distribution
    
    above $0.28750
    
    
    98
    %
    
    
    2
    %up to $0.33063Second Target Distribution
    
    above $0.33063
    
    
    85
    %
    
    
    15
    %up to $0.35938Third Target Distribution
    
    above $0.35938
    
    
    75
    %
    
    
    25
    %up to $0.43125Thereafter
    
    above $0.43125
    
    
    50
    %
    
    
    50
    %
 Subordination Period.
  Uses of Proceeds from Initial Public Offering.
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ITEM 6. SELECTED FINANCIAL DATA
  As of or for the Year Ended December 31,2007
    
    2006
    
    2005
    
    2004
    
    2003(In millions, except per unit amounts)Operating Results Data:Operating revenues
    
    $
    110
    
    
    $
    97
    
    
    $
    81
    
    
    $
    73
    
    
    $
    77Operating income
    
    
    63
    
    
    
    67
    
    
    
    38
    
    
    
    43
    
    
    
    54Earnings from unconsolidated affiliates(1)
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    66
    
    
    
    65
    
    
    
    38
    
    
    
    41
    
    
    
    52Net income per limited partner unit-basic and diluted
Common units(2)
    
    $
    0.13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Subordinated units(2)
    
    $
    0.09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Financial Position Data:Property,
plant and equipment, net
    
    $
    612
    
    
    $
    436
    
    
    $
    384
    
    
    $
    320
    
    
    $
    318Investment in unconsolidated affiliates(1)
    
    
    258
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total assets
    
    
    902
    
    
    
    465
    
    
    
    407
    
    
    
    339
    
    
    
    335Long-term debt, including capital lease obligations
    
    
    463
    
    
    
    8
    
    
    
    9
    
    
    
    28
    
    
    
    39Total
partners capital
    
    
    391
    
    
    
    327
    
    
    
    272
    
    
    
    215
    
    
    
    187
 
 Note:
    
    Other than distributions to El Paso made in conjunction with our
initial public offering, we did not declare or
pay any cash distributions in 2007.(1)
    
    El Paso contributed to us 10 percent interests in each of CIG and SNG on November 21, 2007.(2)
    
    Earnings per unit are based on income allocable to us subsequent to completion of our initial public offering. 28




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##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
    
    
    General description of our business assets and operations and
growth projects
    
    Comparative discussion of our historical results of operations
    
    Liquidity and capital resource related matters, including our
available liquidity, sources and uses of cash, our historical cash
flow activities, contractual obligations and commitments, and critical
accounting policies, among other items.
 Our
Business.
  
    
    CIG.CIG is an interstate natural gas pipeline system with approximately 4,000 miles
of pipeline with a design capacity of approximately 3.0 Bcf/d and an average daily
throughput in 2007 of 2,339 BBtu/d. It has associated storage facilities with 29 Bcf of
underground working natural gas storage capacity.
    
    SNG.SNG is an interstate natural gas pipeline system with approximately 7,600 miles of
pipeline with a design capacity of approximately 3.7 Bcf/d and an average daily throughput
in 2007 of 2,345 BBtu/d. It has associated storage facilities with a total of approximately
60 Bcf of underground working natural gas storage capacity, which includes the storage
capacity associated with a 50 percent ownership interest in the Bear Creek Storage Company
joint venture.
 29




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##### Table of Contents



% ofPhysical
    
    WeightedTariff Revenue Composition%(1)
    
    Design
    
    AverageFirm Contracts
    
    
    
    
    
    Capacity
    
    RemainingOur
    
    Capacity
    
    Variable
    
    
    
    
    
    Subscribed
    
    ContractOwnership
    
    Reservation
    
    Usage
    
    Interruptible
    
    Under Firm
    
    Life (inInterest
    
    Charges(2)
    
    Charges
    
    Contracts
    
    Contracts(3)
    
    Years)(4)WIC
    
    
    100
    %
    
    
    98.1
    %
    
    
    1.3
    %
    
    
    0.6
    %
    
    
    100
    %
    
    
    10CIG
    
    
    10
    %
    
    
    89.3
    %
    
    
    7.0
    %
    
    
    3.7
    %
    
    
    100
    %
    
    
    5SNG
    
    
    10
    %
    
    
    88.3
    %
    
    
    7.4
    %
    
    
    4.3
    %
    
    
    100
    %
    
    
    6
 
 (1)
    
    Excludes liquids transportation revenue, amounts associated with retained fuel and, in the case of CIG, liquids revenue associated with CIGs
processing plants. The revenues described in this table constituted approximately 99%, 88% and 97% of WICs, CIGs and SNGs total revenues,
respectively, earned during the year ended December 31, 2007.(2)
    
    Approximately 10% and 9% of total capacity reservation revenues for CIG and SNG, respectively, are the result of storage service charges.(3)
    
    Contract levels on WIC and CIG include forward haul capacity and back haul capacity.(4)
    
    The weighted average remaining contract life is determined by weighting the remaining life of each contract by the amount of revenue that is
covered by the contract as of December 31, 2007. Growth
Projects.
   
    
    Kanda Lateral.In June 2007, the FERC granted a certificate of authorization for our Kanda lateral and
related compression expansion project. This project provides an additional 400 MMcf/d of firm
transportation capacity out of the Uinta Basin area and up to 150 MMcf/d of additional firm
transportation capacity on a portion of the WIC mainline in Wyoming.
The project was placed in service in January 2008 and is expected to
increase annual revenues by approximately $25 million. As of
December 31, 2007, we had spent $154 million of the estimated total completed cost of $189 million.
    
    Medicine Bow.The Medicine Bow expansion project consists of the addition of 24,930
horsepower of compression to the Medicine Bow lateral at the existing Douglas compressor
station in Converse County, Wyoming to increase the transportation capacity of that lateral
line by approximately 330 MMcf/d for increased supplies of Powder River Basin production.
The estimated cost of the Medicine Bow
expansion project is $32 million and it is expected to be in service in July 2008. WIC received FERC approval in October 2007 for the
project. The project is fully contracted to cover its cost of service (including a return
of WICs investment) with Yates Petroleum, Anadarko Petroleum Corporation and, beginning
one year after the project is in-service, Williams Gas Marketing, Inc., pursuant to firm
transportation agreements expiring in 2015, 2018 and 2019, respectively.
    
    Piceance Lateral. The Piceance lateral expansion consists of the addition of
25,300 horsepower of compression to the Piceance lateral at the
WIC Greasewood Compressor station in
Rio Blanco County, Colorado and at a new midpoint station in Moffat County, Colorado,
to increase the transportation capacity of that lateral line by 219 MMcf/d
for increased supplies of Piceance Basin production. The estimated cost
is $62 million with an estimated in-service date in the fourth quarter of 2009.
  30




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##### Table of Contents




    
    High Plains Pipeline. The High Plains expansion project involves the construction of a 164-mile
24 and 30 interstate gas pipeline system extending from the Cheyenne Hub in northeast
Colorado to Public Service Company of Colorados Fort St. Vrain electric generation plant
and other points of interconnection with Public Service Company of Colorados system. The
High Plains expansion project will add approximately 900 MMcf/d of overall transportation
capacity to the CIG system, with approximately 664 MMcf/d of
increased transportation capacity from the Cheyenne Hub to the
greater Denver area and approximately 236 MMcf/d of increased
capacity from the Young storage facility in Colorado to the
greater Denver area. The estimated total cost of the project is $196 million, with $98 million to be paid by
CIG
(of which our share will be approximately $10 million). The FERC approval process has
commenced, and the estimated in-service date for the High Plains expansion project is
November 2008, subject to receipt of FERC approval. The increased capacity is fully
contracted to cover cost of service (including a return on CIG's
investment) by Public
Service Company of Colorado and Coral Energy Resources pursuant to
firm contracts through 2029 and 2019, respectively.
    
    Totem Gas Storage. The Totem gas storage expansion project consists of the development
of the Totem storage field, a natural gas storage field that services and interconnects
with the High Plains pipeline. The Totem Gas storage field will have 10.7 Bcf of natural
gas storage capacity, 7 Bcf of which will be working gas capacity and 3.7 Bcf of which will
be base gas capacity. The Totem Gas storage expansion project has a 200 MMcf/d maximum
withdrawal rate and 100 MMcf/d maximum injection rate. The estimated total cost of the
Totem Gas storage expansion project is $120 million, of which $60 million will be paid by
CIG (of which our share will be approximately $6 million). The estimated in-service date
for the Totem Gas storage expansion project is July 2009. FERC approval is required for the
Totem Gas storage expansion project. All of the storage capacity of this new storage field
is fully contracted to cover cost of service (including a return on CIG's
investment) with Public Service Company of Colorado pursuant to a firm contract through 2040.
  
    
    Cypress Phase II.The Cypress Phase II project, will add 10,350 horsepower of
compression resulting in approximately 114 MMcf/d of capacity at an estimated cost of $20
million (of which our share will be approximately $2 million). The Cypress Phase II project began construction in September 2007 and is expected
to be in-service in May 2008. FERC approval for this project has been received. The
capacity of the Cypress Phase II project is fully contracted with BG LNG Services pursuant
to firm transportation contracts through April 2028.
    
    Cypress Phase III.The Cypress Phase III expansion project will add 20,700
horsepower of additional compression and approximately 161 MMcf/d of additional capacity at
an estimated cost of $82 million (of which our share will be
approximately $8 million). A FERC certificate has been issued for the project.
Construction of Cypress Phase III is at the option of BG LNG Services. If BG LNG Services
elects to have us build Cypress Phase III, then construction is expected to commence in 2010
with an in-service date of January 2011. If constructed, Cypress Phase III would be fully
subscribed by BG LNG Services with a contract through December 2030.
 31




---



##### Table of Contents




    
    South System III.The South System III expansion project will expand SNGs pipeline
system in Mississippi, Alabama and Georgia by adding approximately 80 miles of pipeline
looping on SNGs south system and 15,000 horsepower of compression to connect SNGs south
system to a new natural gas fired power generation facility in the Atlanta, Georgia area to
be owned by the Southern Company. The South System III expansion project will be completed
in three phases, with each phase expected to add an additional 122 MMcf/d of capacity, at a
total estimated cost of $286 million (of which our share will be
approximately $29 million). SNG has entered into a precedent agreement with
Southern Company Services as agent for its affiliated operating companies, Georgia Power
Company, Alabama Power Company, Mississippi Power Company, Southern Power Company and Gulf
Power Company to provide an incremental firm transportation service to such operating
companies, commencing in phases beginning December 1, 2010, for a term of 15 years. The
precedent agreement obligates SNG to proceed with the South System III expansion project,
upon the occurrence of certain conditions precedent, including receipt of Georgia Public
Service Commission approval of Southern Companys generation plans, and FERC approval of
the project on SNGs system and the proposed Southeast Supply
Header project described below. SNG will have to file a request with
the FERC for certificate authorization to construct and operate the
South System III expansion facilities. SNG anticipates filing an
application with FERC during third quarter 2008. The project has estimated in-service dates
of December 2010 for Phase I, June 2011 for Phase II and June 2012 for Phase III.
    
    Southeast Supply Header.The Southeast Supply Header project, which will be jointly
owned by SNG, Spectra Energy Corp (Spectra) and CenterPoint Energy, is expected to add a 115-mile
supply line to the western portion of the SNG system. This new
pipeline is being constructed by Spectra and is expected to
provide access through pipeline interconnects to several supply basins, including the
Barnett Shale, Bossier Sands, Arkoma and Fayetteville Shale basins. The estimated cost to SNG for
the Southeast Supply Header project is $170 million (of which
our share will be approximately $17 million). This project is expected to be
completed in two phases, with the first phase expected to provide SNG with approximately
140 MMcf/d of additional supply capacity, and the second phase expected to provide SNG with
an additional 360 MMcf/d of supply capacity. The FERC issued an order approving the first
phase in September 2007. The estimated in-service dates are June 2008 for Phase I and
October 2010 for Phase II.
  32




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##### Table of Contents



Results of Operations
   2007
    
    
    2006
    
    
    2005(in
millions, except volumes)Operating revenues
    
    $
    110
    
    
    $
    97
    
    
    $
    81Operating expenses
    
    
    (47
    )
    
    
    (30
    )
    
    
    (43
    )Operating income
    
    
    63
    
    
    
    67
    
    
    
    38Earnings from unconsolidated affiliates
    
    
    5
    
    
    
    
    
    
    
    Other income, net
    
    
    7
    
    
    
    4
    
    
    
    3EBIT
    
    
    75
    
    
    
    71
    
    
    
    41Interest and debt expense, net
    
    
    (2
    )
    
    
    
    
    
    
    (1
    )Affiliated interest expense, net
    
    
    (7
    )
    
    
    (6
    )
    
    
    (2
    )Net income
    
    $
    66
    
    
    $
    65
    
    
    $
    38WIC throughput volumes (BBtu/d)(1)
    
    
    2,071
    
    
    
    1,914
    
    
    
    1,572
 
 (1)
    
    Throughput volumes presented are for WIC only and
include 239 BBtu/d, 204 BBtu/d and 174 BBtu/d transported
by WIC on behalf of CIG for the years ended December 31,
2007, 2006 and 2005. 33




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##### Table of Contents



EBIT
Analysis.
 2007 to 2006
    
    
    2006 to 2005EBIT
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    EBITRevenue
    
    
    Expense
    
    
    Other
    
    
    Impact
    
    
    Revenue
    
    
    Expense
    
    
    Other
    
    
    ImpactFavorable/(Unfavorable)(In millions)Transportation revenues
    
    $
    6
    
    
    $
    
    
    
    $
    
    
    
    $
    6
    
    
    $
    7
    
    
    $
    
    
    
    $
    
    
    
    $
    7Expansions
    
    
    7
    
    
    
    (2
    )
    
    
    2
    
    
    
    7
    
    
    
    9
    
    
    
    (2
    )
    
    
    
    
    
    
    7Operational gas and revaluations
    
    
    
    
    
    
    (13
    )
    
    
    
    
    
    
    (13
    )
    
    
    
    
    
    
    19
    
    
    
    
    
    
    
    19Earnings from unconsolidated affiliates
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other(1)
    
    
    
    
    
    
    (2
    )
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    (4
    )
    
    
    1
    
    
    
    (3
    )Total impact on EBIT
    
    $
    13
    
    
    $
    (17
    )
    
    $
    8
    
    
    $
    4
    
    
    $
    16
    
    
    $
    13
    
    
    $
    1
    
    
    $
    30
 
 (1)
    
    Consists of individually insignificant items. Transportation
revenues.
 Expansions.
 Operational gas and revaluations.
  34




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##### Table of Contents



Earnings from Unconsolidated Affiliates.
 Interest
and Debt Expense
  Affiliated
Interest Expense
  35




---



##### Table of Contents



Liquidity and Capital Resources
 Overview.
   Overview of Cash Flows.
 2007
    
    2006
    
    2005(In millions)Net cash provided by operating activities
    
    $
    77
    
    
    $
    53
    
    
    $
    59Net cash used in investing activities
    
    
    (160
    )
    
    
    (73
    )
    
    
    (64
    )Net cash provided by financing activities
    
    
    88
    
    
    
    20
    
    
    
    5
 Operating Activities.
 Working Capital.
  Investing Activities.
 36




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##### Table of Contents



Capital Expenditures.
 Expected2007
    
    
    2008(In millions)Maintenance
    
    $
    4
    
    
    $
    2Expansion
    
    
    156
    
    
    
    51Total
    
    $
    160
    
    
    $
    53
   Financing Activities.
  37




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##### Table of Contents



Unconsolidated Affiliates
 Capital
Requirements.
 Anticipated2007
    
    
    2008(In millions)CIGMaintenance
    
    $
    36
    
    
    $
    35Expansion
    
    
    72
    
    
    
    157Total
    
    $
    108
    
    
    $
    192SNGMaintenance
    
    $
    93
    
    
    $
    60Expansion/Other
    
    
    158
    
    
    
    66Hurricanes
    
    
    (8
    )
    
    
    Total
    
    $
    243
    
    
    $
    126
 Commitments and Contingencies
  Off-Balance Sheet Arrangements
  38




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##### Table of Contents



Contractual Obligations
  Due in
    
    
    Due in
    
    
    Due inLess Than
    
    
    1-3
    
    
    4-5Contractual Obligations
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    Thereafter
    
    
    TotalLong-term debt
    
    (in millions)Principal
    
    $
    
    
    
    $
    
    
    
    $
    455
    
    
    $
    
    
    
    $
    455Interest
    
    
    26
    
    
    
    51
    
    
    
    50
    
    
    
    
    
    
    
    127Capital lease
    
    
    1
    
    
    
    2
    
    
    
    2
    
    
    
    11
    
    
    
    16Capital commitments
    
    
    39
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39Transportation commitments
    
    
    9
    
    
    
    18
    
    
    
    20
    
    
    
    64
    
    
    
    111Total
    
    $
    75
    
    
    $
    71
    
    
    $
    527
    
    
    $
    75
    
    
    $
    748
 
 
    
    Long Term Debt (Principal and Interest).Long term
debt obligations represent stated maturities of amounts borrowed under
our revolving credit facility. Contractual interest payments are shown
annually through the stated maturity date of the related debt and are
based on current rates in effect on this variable rate debt. For a
further discussion of our debt obligations see Item 8,
Financial Statements and Supplementary Data, Note 4.
    
    Capital Lease.Effective December 1, 1999, we leased a compressor
station under a capital lease from an affiliate of CIG, WYCO. The compressor
station lease expires November 2029.
    
    Capital Commitments.At December 31, 2007, our capital commitments
consisted primarily of our Kanda lateral expansion project. We have
other planned capital projects that are discretionary in nature, with
no substantial contractual capital commitments made in advance of the
actual expenditures.
    
    Transportation Commitments.At December 31, 2007, our transportation
commitments consisted of our agreements with Questar Overthrust
Pipeline Company.
    
    Other Commercial Commitments.We also hold cancelable easements or
rights-of-way arrangements from landowners permitting the use of land
for the construction and operation of our pipeline systems. Currently,
our obligations under these easements are not material to the results
of our operations. Critical Accounting Policies and Estimates
  Cost-Based Regulation. Accounting for the Effects of Certain
Types of Regulation.
 New Accounting Pronouncements Issued But Not Yet Adopted
 New Accounting
Pronouncements Issued But Not Yet Adopted.
 39




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   40




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##### Table of Contents



Index
  PageReports of Independent Registered Public Accounting Firms
    
    
    43Consolidated Statements of Income
    
    
    45Consolidated Balance Sheets
    
    
    46Consolidated Statements of Cash Flows
    
    
    47Consolidated Statements of Partners Capital
    
    
    48Notes to Consolidated Financial Statements
    
    
    491. Basis of Presentation and Significant Accounting Policies
    
    
    492. Contribution of Assets
    
    
    533. Earnings Per Unit
    
    
    544. Long-Term Financing Obligations
    
    
    555. Commitments and Contingencies
    
    
    566. Transactions with Major Customers
    
    
    577. Investments in Unconsolidated Affiliates and
Transactions with Affiliates
    
    
    578. Supplemental Selected Quarterly Financial Information (Unaudited)
    
    
    59
 41




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 43




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
  PricewaterhouseCoopers LLP
 
 44




---



##### Table of Contents



El PASO PIPELINE PARTNERS, L.P.
 CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per unit amounts)
 Year Ended December 31,2007
    
    
    2006
    
    
    2005Operating revenues
    
    $
    110
    
    
    $
    97
    
    
    $
    81Operating expensesOperation and maintenance
    
    
    27
    
    
    
    14
    
    
    
    29Depreciation and amortization
    
    
    16
    
    
    
    14
    
    
    
    12Taxes, other than income taxes
    
    
    4
    
    
    
    2
    
    
    
    247
    
    
    
    30
    
    
    
    43Operating income
    
    
    63
    
    
    
    67
    
    
    
    38Earnings from unconsolidated affiliates
    
    
    5
    
    
    
    
    
    
    
    Other income, net
    
    
    7
    
    
    
    4
    
    
    
    3Interest and debt expense, net
    
    
    (2
    )
    
    
    
    
    
    
    (1
    )Affiliated interest expense, net
    
    
    (7
    )
    
    
    (6
    )
    
    
    (2
    )Net income
    
    $
    66
    
    
    $
    65
    
    
    $
    38Net income per limited partner unit  Basic and Diluted:Common units
    
    $
    0.13Subordinated units
    
    $
    0.09
  45




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##### Table of Contents



El PASO PIPELINE PARTNERS, L.P.
 CONSOLIDATED BALANCE SHEETS
(In millions, except units)
 December 31,2007
    
    
    2006ASSETSCurrent assetsCash and cash equivalents
    
    $
    5
    
    
    $
    Accounts receivableCustomer, net of allowance of $1 in 2007 and 2006
    
    
    12
    
    
    
    12Affiliates
    
    
    1
    
    
    
    1Prepaid assets
    
    
    1
    
    
    
    2Regulatory assets
    
    
    
    
    
    
    5Other
    
    
    3
    
    
    
    3Total current assets
    
    
    22
    
    
    
    23Property, plant and equipment, at cost
    
    
    805
    
    
    
    615Less accumulated depreciation and amortization
    
    
    193
    
    
    
    179Total property, plant and equipment, net
    
    
    612
    
    
    
    436Other assetsInvestment in unconsolidated affiliates
    
    
    258
    
    
    
    Regulatory assets
    
    
    9
    
    
    
    6Other
    
    
    1
    
    
    
    268
    
    
    
    6Total assets
    
    $
    902
    
    
    $
    465LIABILITIES AND PARTNERS CAPITALCurrent liabilitiesAccounts payable and accrued liabilitiesTrade
    
    $
    2
    
    
    $
    7Affiliates
    
    
    4
    
    
    
    2Other
    
    
    32
    
    
    
    2Notes payable to affiliate
    
    
    
    
    
    
    110Property taxes payable
    
    
    2
    
    
    
    Regulatory liabilities
    
    
    5
    
    
    
    3Other
    
    
    3
    
    
    
    5Total current liabilities
    
    
    48
    
    
    
    129Long-term financing obligations, including capital lease obligation
    
    
    463
    
    
    
    8Other
liabilities
    
    
    
    
    
    
    1Commitments and contingencies (Note 5)Partners capitalPartnerscapital
    
    $
    
    
    
    $
    327Common units (57,187,786 units issued and outstanding in 2007)
    
    
    832
    
    
    
    Subordinated units (27,727,411 units issued and outstanding in 2007)
    
    
    284
    
    
    
    General partner units (1,732,963 units issued and outstanding in 2007)
    
    
    (725
    )
    
    
    Total partners capital
    
    
    391
    
    
    
    327Total liabilities and partners capital
    
    $
    902
    
    
    $
    465
  46




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##### Table of Contents



El PASO PIPELINE PARTNERS, L.P.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 Year Ended December 31,2007
    
    
    2006
    
    
    2005(In millions)Cash flows from operating activitiesNet income
    
    $
    66
    
    
    $
    65
    
    
    $
    38Adjustments to reconcile net income to net cash from
operating activitiesDepreciation and amortization
    
    
    16
    
    
    
    14
    
    
    
    12Earnings from unconsolidated affiliates
    
    
    (5
    )
    
    
    
    
    
    
    Other non-cash income items
    
    
    (5
    )
    
    
    
    
    
    
    Asset and liability changesAccounts payable
    
    
    
    
    
    
    (4
    )
    
    
    8Regulatory assets
    
    
    2
    
    
    
    (4
    )
    
    
    (3
    )Regulatory liabilities
    
    
    1
    
    
    
    (12
    )
    
    
    2Other, net
    
    
    2
    
    
    
    (6
    )
    
    
    2Net cash provided by operating activities
    
    
    77
    
    
    
    53
    
    
    
    59Cash flows from investing activitiesCapital expenditures
    
    
    (160
    )
    
    
    (73
    )
    
    
    (64
    )Net cash used in investing activities
    
    
    (160
    )
    
    
    (73
    )
    
    
    (64
    )Cash flows from financing activitiesPayments to retire long-term debt, including capital lease
obligations
    
    
    
    
    
    
    
    
    
    
    (30
    )Distributions to
El Paso
    
    
    (793
    )
    
    
    (10
    )
    
    
    (15
    )Contributions
    
    
    
    
    
    
    
    
    
    
    34Net proceeds from borrowings under revolving credit facility
    
    
    454
    
    
    
    
    
    
    
    Net proceeds from issuance of common units
    
    
    537
    
    
    
    
    
    
    
    Net change in notes payable to affiliate
    
    
    (110
    )
    
    
    30
    
    
    
    16Net cash provided by financing activities
    
    
    88
    
    
    
    20
    
    
    
    5Net change in cash and cash equivalents
    
    
    5
    
    
    
    
    
    
    
    Cash and cash equivalentsBeginning of period
    
    
    
    
    
    
    
    
    
    
    End of period
    
    $
    5
    
    
    $
    
    
    
    $
    Supplemental cash flow informationInterest paid, net of capitalized amounts
    
    $
    9
    
    
    $
    6
    
    
    $
    3
  47




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##### Table of Contents



El PASO PIPELINE PARTNERS, L.P.
 CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
(In millions)
 Partners CapitalPartners
    
    

Limited
Partners
    
    
    
    
    
    
    TotalCapital
    
    
    
    
    
    
    
    
    
    
    General
    
    
    Partners(pre-IPO)
    
    

Common
    
    

Subordinated
    
    

Partner
    
    

CapitalBalance at December 31, 2004
    
    $
    215
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Net income
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contribution
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Distributions
    
    
    (15
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2005
    
    
    272
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    65
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Distributions
    
    
    (10
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2006
    
    
    327
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    56
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at November 20, 2007
    
    
    383
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contribution
of interests in CIG and SNG
    
    
    254
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Conversion to El Paso
Pipeline Partners, L.P.
    
    
    (581
    )
    
    
    288
    
    
    
    281
    
    
    
    12
    
    
    
    581Issuance of common units,
net of issuance costs
    
    
    
    
    
    
    537
    
    
    
    
    
    
    
    
    
    
    
    537Distributions to
El Paso and its subsidiaries
    
    
    (56
    )
    
    
    
    
    
    
    
    
    
    
    (737
    )
    
    
    (793
    )Net income
    
    
    
    
    
    
    7
    
    
    
    3
    
    
    
    
    
    
    
    10Balance at December 31, 2007
    
    $
    
    
    
    $
    832
    
    
    $
    284
    
    
    $
    (725
    )
    
    $
    391
  48




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##### Table of Contents



El
PASO PIPELINE PARTNERS, L.P.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1. Basis of Presentation and Significant Accounting Policies
 Initial Public Offering
  Basis of Presentation and Principles of Consolidation
   Use of Estimates
  Regulated Operations
 49




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##### Table of Contents



Accounting for the Effects of
Certain Types of Regulation
 Cash and Cash Equivalents
  Allowance for Doubtful Accounts
  Materials and Supplies
  Natural Gas Imbalances
   Property, Plant and Equipment
   50




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##### Table of Contents



Asset and Investment Impairments
  Revenue Recognition
  Environmental Costs and Other Contingencies
 Environmental Costs.
 51




---



##### Table of Contents



Other Contingencies.
 Income Taxes
  Accounting for Asset Retirement Obligations
 Accounting
for Asset Retirement Obligations Accounting for Conditional Asset Retirement Obligations
   Partners Capital
  Participating Securities and the
Two-Class Method under FASB Statement No. 128
 52




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##### Table of Contents



New Accounting Pronouncements Issued But Not Yet Adopted
  Fair Value Measurements. Fair Value
Measurements
 Fair Value Option. Fair Value Option for
Financial Assets and Financial Liabilities  ,
Accounting for Certain Investments in Debt and Equity Securities,
 Business Combinations. Business
Combinations,
 Noncontrolling Interests. Noncontrolling
Interests in Consolidated Financial Statements,
 
 2. Contribution of Assets
   53




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##### Table of Contents



Year Ended December 31,2007
    
    2006(In millions, except per unit amounts)(Unaudited)Revenues
    
    $
    110
    
    
    $
    97Net income
    
    
    96
    
    
    
    96Net income per
limited partner
unit  Basic and
DilutedCommon units
    
    
    1.15
    
    
    
    1.15Subordinated units
    
    
    1.01
    
    
    
    1.01
 
 3. Earnings Per Unit and Cash Distributions
 Earnings per unit.
  Year Ended December 31,2007(in millions)Allocation of Net IncomeNet income allocation(1)
    
    $
    9.9Less: general partners interest in net income
    
    
    0.2Limited partners interest in net income
    
    $
    9.7Calculation of Limited Partners Interest in Net IncomeNet income allocable to common units
    
    $
    7.3Net income allocable to subordinated units
    
    
    2.4Limited partners interest in net income
    
    $
    9.7Net income per limited partner unit  Basic and Diluted:Common units
    
    $
    0.13Subordinated units
    
    $
    0.09Weighted average limited partner units outstanding 
Basic and Diluted:Common units
    
    
    57,187,786Subordinated units
    
    
    27,727,411
 
 (1)     Amounts
above are calculated from the date of the initial public offering to December 31,
2007.
 Subordinated units.
 Incentive distribution rights.
 54




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##### Table of Contents



Cash Distributions to Partners
  
 4. Long-Term Financing Obligations
 Credit Facility
   
    
    prohibiting the borrowers from creating or incurring indebtedness (except for
certain specified permitted indebtedness) if such incurrence would cause a breach of
the leverage ratio described below;
    
    prohibiting WIC from creating or incurring indebtedness in excess of $50 million
(other than indebtedness under the Credit Facility);
    
    limiting our ability and that of the borrowers and our other restricted subsidiaries
from creating or incurring certain liens on our respective properties (subject to
enumerated exceptions);
    
    limiting our ability to make distributions and equity repurchases (which shall be
permitted if no insolvency default or event of default exists); and
    
    prohibiting consolidations, mergers and asset transfers by us, the borrowers and our
other restricted subsidiaries (subject to enumerated exceptions).
   Capital Lease
  55




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##### Table of Contents



Year Ending December 31,
    
    (In millions)2008
    
    $
    12009
    
    
    12010
    
    
    12011
    
    
    12012
    
    
    1Thereafter
    
    
    11Total minimum lease payments
    
    
    16Less: amount representing interest
    
    
    (8
    )Present value of net minimum lease payments
    
    $
    8
 
 5. Commitments and Contingencies
 Legal
Proceedings
 WIC Line 124A Rupture
 Regulatory Matters
 Capital
Commitments
 Transportation
Commitments
 Other Commercial Commitments
 56




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##### Table of Contents



6. Transactions with Major Customers
  2007
    
    2006
    
    2005(In millions)Williams Gas Marketing, Inc.
    
    $
    30
    
    
    $
    24
    
    
    $
    14Anadarko Petroleum Corporation and Subsidiaries
    
    
    19
    
    
    
    15
    
    
    
    13
 
 7. Investments in Unconsolidated Affiliates and Transactions with Affiliates
 Investments in Unconsolidated Affiliates
   Operating results data:Operating revenues
    
    $
    10Operating expenses
    
    
    5Income from continuing operations
    
    
    5Net income
    
    
    5Financial position data:Current assets
    
    $
    31Non-current assets
    
    
    426Current liabilities
    
    
    24Long-term debt
    
    
    167Other non-current liabilities
    
    
    8Equity in net assets
    
    
    258
 
  Transactions with Affiliates
 Distributions/Contributions.
 Other Affiliate Balances.
 57




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##### Table of Contents



Affiliate Revenues and Expenses.
   58




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##### Table of Contents



8.  Supplemental Selected Quarterly Financial Information (Unaudited)
  Quarters EndedMarch 31
    
    June 30
    
    September 30
    
    December 31
    
    Total2007Operating revenues
    
    $
    26
    
    
    $
    27
    
    
    $
    28
    
    
    $
    29
    
    
    $
    110Operating income
    
    
    11
    
    
    
    19
    
    
    
    18
    
    
    
    15
    
    
    
    63Earnings from unconsolidated affiliates (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    5Net income
    
    
    10
    
    
    
    19
    
    
    
    18
    
    
    
    19
    
    
    
    66Net income per limited partner unit-Basic and
Diluted(2)Common
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.13
    
    
    
    0.13Subordinated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.09
    
    
    
    0.092006Operating revenues
    
    $
    22
    
    
    $
    24
    
    
    $
    25
    
    
    $
    26
    
    
    $
    97Operating income
    
    
    19
    
    
    
    16
    
    
    
    17
    
    
    
    15
    
    
    
    67Net income
    
    
    21
    
    
    
    15
    
    
    
    15
    
    
    
    14
    
    
    
    65
 
 (1)
    
    El Paso contributed 10 percent ownership interests in CIG and SNG to us in November 2007.(2)
    
    Earnings per unit are based on income allocable to us subsequent to completion of our initial
public offering through December 31, 2007. 59




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##### 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
  Changes in Internal Control over Financial Reporting
  
 ITEM
9A(T). CONTROLS AND PROCEDURES.
  ITEM 9B. OTHER INFORMATION
  60




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Partnership Management
      61




---



##### Table of Contents



Directors and Executive Officers of Our General Partner
  Name
    
    Age
    
    Position with El Paso Pipeline GP Company, L.L.C.Ronald L. Kuehn, Jr.
    
    72
    
    Chairman of the BoardJames C. Yardley
    
    56
    
    Director, President and Chief Executive OfficerRobert W. Baker
    
    51
    
    Executive Vice President and General CounselJohn R. Sult
    
    48
    
    Senior Vice President, Chief Financial Officer and ControllerJames J. Cleary
    
    53
    
    Senior Vice PresidentDaniel B. Martin
    
    51
    
    Senior Vice PresidentNorman G. Holmes
    
    51
    
    Senior Vice PresidentDouglas L. Foshee
    
    48
    
    DirectorD. Mark Leland
    
    46
    
    DirectorArthur C. Reichstetter
    
    61
    
    DirectorW. Matt Ralls
    
    58
    
    Director
 Ronald L. Kuehn, Jr.
 James C. Yardley.
 Robert W. Baker.
 John R. Sult.
 62




---



##### Table of Contents



James J. Cleary.
 Daniel B. Martin.
 Norman G. Holmes.
 Douglas L. Foshee.
 D. Mark Leland.
 Arthur C. Reichstetter.
 63




---



##### Table of Contents



W. Matt Ralls.
  Audit Committee
  Corporate Governance Guidelines and Code of Ethics
 www.eppipelinepartners.com
  64




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##### Table of Contents



www.eppipelinepartners.com.
 Reimbursement of Expenses of Our General Partner
  Section 16(a) Beneficial Ownership Reporting Compliance
  
 ITEM 11. EXECUTIVE COMPENSATION
  Compensation Discussion and Analysis
  
    
    El Paso makes available to El Paso Pipeline GP Company, L.L.C. the
services of the El Paso employees who serve as the executive officers
of El Paso Pipeline GP Company, L.L.C.; and
    
    El Paso Pipeline GP Company, L.L.C. is obligated to reimburse El Paso
for any allocated portion of the costs that El Paso incurs in
providing compensation and benefits to such El Paso employees.
    65




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##### Table of Contents



LTIP
 Long-Term Incentive Plan
     Compensation of Directors
  Cash Retainer
 66




---



##### Table of Contents



Initial Equity Grant
 Annual Equity Grant st
 Director Compensation Table
  Director Compensation
for the Year Ended December 31, 2007 (1)
 Fees Earned or
    
    
    
    
    
    All OtherName
    
    Paid in Cash (2)
    
    Stock Awards (3)
    
    Compensation
    
    TotalRoland L. Kuehn, Jr.
    
    $
    12,500
    
    
    
    
    
    
    
    
    
    
    $
    12,500Arthur C. Reichstetter
    
    $
    12,500
    
    
    
    
    
    
    
    
    
    
    $
    12,500W. Matt Ralls
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Employee directors do not receive any additional compensation for serving on the board of directors of our general partner; therefore no amounts
are shown for Messrs. Foshee, Leland and Yardley. Amounts paid as reimbursable business expenses to each director for attending board functions are not
reflected in this table. Our general partner does not consider the directors reimbursable business expenses for attending board functions and other
business expenses required to perform board duties to have a personal benefit and thus be considered a perquisite.(2)
    
    This column reflects a pro-rated fee for Messrs. Kuehn and Reichstetter for services rendered in 2007. Mr. Ralls was appointed to the board of our
general partner in January 2008, and therefore did not earn a retainer in 2007.(3)
    
    The initial equity grants for Messrs. Kuehn, Reichstetter and Ralls were made in January 2008, and therefore are not reflected in this table. 
 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 percent of the
units;
    
    each of the directors of our general partner;
    
    each of the executive officers of our general partner; and
    
    all directors and executive officers of our general partner as a group.
  67




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##### Table of Contents



Percentage of
    
    
    
    
    
    Percentage of
    
    Percentage ofCommon
    
    Common
    
    Subordinated
    
    Subordinated
    
    Total CommonUnits
    
    Units
    
    Units
    
    Units
    
    and SubordinatedBeneficially
    
    Beneficially
    
    Beneficially
    
    Beneficially
    
    Units BeneficiallyName of Beneficial Owner(1)
    
    Owned
    
    Owned
    
    Owned
    
    Owned
    
    OwnedEl Paso Corporation(2)
    
    
    28,437,786
    
    
    
    49.7
    %
    
    
    27,727,411
    
    
    
    100
    %
    
    
    64.8
    %Ronald L. Kuehn, Jr.
    
    
    62,070
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *James C. Yardley
    
    
    10,000
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *Robert W. Baker
    
    
    5,000
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *John R. Sult
    
    
    10,000
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *James J. Cleary
    
    
    2,000
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *Daniel B. Martin
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *Norman G. Holmes
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *Douglas L. Foshee
    
    
    25,000
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *D. Mark Leland
    
    
    13,200
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *Arthur C. Reichstetter
    
    
    102,070
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *W. Matt Ralls
    
    
    2,110
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *All directors and executive
officers as a group (eleven
persons)
    
    
    231,450
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *
 
 *
    
    Less than 1%.(1)
    
    Unless otherwise indicated, the address for all beneficial owners in this table is El Paso Building, 1001 Louisiana Street, Houston, Texas 77002.(2)
    
    El Paso Corporation is the ultimate parent company of El Paso Pipeline Holding Company, L.L.C., the sole owner of the member interests of our general
partner and El Paso Pipeline LP Holdings, L.L.C., the owner of 28,437,786 common units and 27,727,411 subordinated units. El Paso Corporation may,
therefore, be deemed to beneficially own the units held by El Paso Pipeline LP Holdings, L.L.C. 68




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##### 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
    
    60 Days(1)
    
    Owned
    
    Owned(2)Ronald L. Kuehn, Jr.(3)
    
    
    350,148
    
    
    
    123,600
    
    
    
    473,748
    
    
    
    *James C. Yardley
    
    
    177,722
    
    
    
    332,685
    
    
    
    510,407
    
    
    
    *Robert W. Baker
    
    
    257,783
    
    
    
    475,228
    
    
    
    733,011
    
    
    
    *John R. Sult
    
    
    52,380
    
    
    
    51,452
    
    
    
    103,832
    
    
    
    *James J. Cleary
    
    
    56,165
    
    
    
    238,026
    
    
    
    294,191
    
    
    
    *Daniel B. Martin
    
    
    123,907
    
    
    
    284,002
    
    
    
    407,909
    
    
    
    *Norman G. Holmes
    
    
    74,007
    
    
    
    181,299
    
    
    
    255,306
    
    
    
    *Douglas L. Foshee
    
    
    777,593
    
    
    
    1,769,533
    
    
    
    2,547,126
    
    
    
    *D. Mark Leland
    
    
    221,329
    
    
    
    346,256
    
    
    
    567,585
    
    
    
    *Arthur C. Reichstetter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *W. Matt Ralls
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *All directors and executive
officers as a group (eleven
persons)
    
    
    2,091,034
    
    
    
    3,802,081
    
    
    
    5,893,115
    
    
    
    *
 
 *
    
    Less than 1%.(1)
    
    This column includes shares of common stock of El Paso Corporation held in the El Paso Corporation Benefits Protection Trust as a
result of deferral elections made in accordance with El Pasos benefit plans. These individuals share voting power with the trustee under
that plan and receive dividend equivalents on such shares, but do not have the power to dispose of, or direct the disposition of, such
shares until such shares are distributed.(2)
    
    The shares indicated represent stock options granted under El Pasos current or previous stock option plans, which are currently
exercisable or which will become exercisable within 60 days of February 19, 2008. Shares subject to options cannot be voted.(3)
    
    Based on 700,758,051 shares outstanding as of February 19, 2008.(4)
    
    Excludes 28,720 shares owned by Mr. Kuehns wife or children. Mr. Kuehn disclaims any beneficial ownership in these 28,720 shares. EQUITY COMPENSATION PLAN INFORMATION TABLE
  (a)
    
    (b)
    
    (c)Number of SecuritiesRemaining Available forNumber of Securities
    
    
    
    
    
    Future Issuance underto be Issued upon
    
    Weighted-Average
    
    Equity CompensationExercise of
    
    Exercise Price of
    
    Plans (ExcludingOutstanding Options,
    
    Outstanding Options,
    
    Securities Reflected inPlan Category
    
    Warrants and Rights
    
    Warrants and Rights
    
    Column (a))Equity compensation plans approved by partners
    
    
    
    
    
    $
    
    
    
    
    Equity compensation plans not approved by partners(1)
    
    
    
    
    
    $
    
    
    
    
    1,250,000Total
    
    
    
    
    
    $
    
    
    
    
    1,250,000
 
 (1)
    
    Please read Executive Compensation  Long-Term Incentive Plan for a description of the material features of the
plan, including the awards that may be granted under the plan. 69




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  Distributions and Payments to Our General Partner and Its Affiliates
  Formation Stage
 The contribution to us by El
Paso and its affiliates of
assets
    
     100% ownership interest in WIC 10% general partnership interest in CIG 10% general partnership interest in SNGThe consideration given to El
Paso and its affiliates for
the contributions of the
assets and liabilities to us
    
     28,437,786 common units 27,727,411 subordinated units 1,732,963 general partner units and the
incentive distribution rightsCash distributions to El Paso
    
    $737 million, in part to reimburse El Paso
for capital expenditures incurred prior to
the initial public offering related to the
assets contributed to us and $225 million
to repay notes payable to El Paso.
 Agreements Governing the Transactions
  70




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##### Table of Contents



Operational Stage
 Distributions of available cash to
our general partner and its
affiliates
    
    We will generally make cash
distributions 98 percent to
unitholders, including our general
partner and its affiliates as
holders of an aggregate of
28,437,786 common units, all of the
subordinated units and the remaining
two percent 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 percent 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 El Paso
and its affiliates for the payment
of certain operating expenses and
for the provision of various general
and administrative services for our
benefit.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.
 Liquidation Stage
 Liquidation
    
    Upon our liquidation, the partners, including our general
partner, will be entitled to receive liquidating distributions
according to their particular capital account balances.
 Omnibus Agreement
  
    
    reimbursement of certain operating and general and administrative expenses;
    
    indemnification for certain environmental contingencies, tax contingencies and right-of-way defects;
    
    reimbursement for certain expenditures; and
    
    the guaranty by El Paso of certain expenses under intercompany agreements related to the Elba
Island LNG terminal expansion.
 Reimbursement of Operating and General and Administrative Expense
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##### Table of Contents



Competition
  Indemnification
       72




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Contracts with Affiliates
 CIG and SNG General Partnership Agreements
 General.
 provided
  Governance.
   
    
    dissolution of the partnership;
    
    causing or permitting the partnership to take certain bankruptcy actions;
    
    mortgaging or pledging the partnerships assets;
    
    the commencement or the resolution before the FERC (or any U.S. Court of Appeals of an
appeal of a FERC order) of certain actions under the Natural Gas Act;
    
    any amendment of the partnership agreement;
    
    the admission of any person as a partner (other than a permitted transferee of a partner);
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
    
    any proposal to dispose of assets of such partnership with a value exceeding $225 million
in the case of CIG and $450 million in the case of SNG;
    
    the disposition of all or substantially all of the assets of the partnership, and any
disposition of interests in the partnership that would result in a termination under
Section 708 of the Code;
    
    any merger, consolidation or conversion of the partnership;
    
    entering into new lines of business, including but not limited to, those that do not
generate qualifying income under Section 7704 of the Internal Revenue Code; and
    
    any amendment to the master services agreement to which the partnership is a party, other
than any amendment that the management committee determines would not materially
adversely affect such partnership.
 Quarterly Cash Distributions. plus
 Capital Calls to the Partners. plus
 Guarantee of WIC Purchases of Natural Gas and Natural Gas Liquids from BP Energy Company
  Bear Creek Partnership Agreement
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SNG Guarantee of Elba Island Expansion
  SNG Guarantee of Elba Express Expansion
  El Paso Guarantee of SNG Lease
  Cash Management Programs
   CIG Operating Agreements
  75




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##### Table of Contents



Transportation Agreements
   Interconnection and Operational Balancing Agreements and Other Inter-Affiliate Agreements
   76




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Other Agreements
  Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees
  All Other Fees
  77




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PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) The following documents are filed as a part of this report:
 1.
    
    Financial statements.
  PageReports of Independent Registered Public Accounting Firms
    
    43Consolidated Statements of Income
    
    45Consolidated Balance Sheets
    
    46Consolidated Statements of Cash Flows
    
    47Consolidated Statements of Partners Capital
    
    48Notes to Consolidated Financial Statements
    
    492.
    Supplementary information3.
    Exhibits
  Undertaking
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SIGNATURES
  EL PASO PIPELINE PARTNERS, L.P.By:
    El Paso Pipeline GP Company, L.L.C.,its General Partner By:

/s/ James C. YardleyJames C. YardleyPresident and Chief Executive Officer  Signature
    
    Title
    
    Date/s/
James C. Yardley

James C. Yardley
    
    President, Chief Executive Officer
and Director (Principal Executive Officer)
    
    March 6, 2008/s/
John R. Sult

John R. Sult
    
    Senior Vice President, Chief Financial Officer
and Controller
(Principal Accounting and Financial Officer)
    
    March 6, 2008/s/
Ronald L. Kuehn, Jr.

Ronald L. Kuehn, Jr.
    
    Chairman of the Board
    
    March 6, 2008/s/
Douglas L. Foshee

Douglas L. Foshee
    
    Director
    
    March 6, 2008/s/
D. Mark Leland

D. Mark Leland
    
    Director
    
    March 6, 2008/s/
Arthur C. Reichstetter

Arthur C. Reichstetter
    
    Director
    
    March 6, 2008/s/
W. Matthew Ralls

W. Matthew Ralls
    

    Director
    
    March 6, 2008
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EL PASO PIPELINE PARTNERS, L.P.
 EXHIBIT INDEX
December 31, 2007
  EXHIBIT LIST
 ExhibitNumber
    
    
    
    Description3.A
    
    
    
    Certificate of Limited Partnership
of El Paso Pipeline Partners, L.P
(incorporated by reference to
Exhibit 3.1 to our Registration
Statement on Form S-1).3.B
    
    
    
    First Amended and Restated
Agreement of Limited Partnership
of El Paso Pipeline Partners,
L.P., dated November 21, 2007
(incorporated by reference to
Exhibit 3.1 to our Current Report
on Form 8-K filed with the SEC on
November 28, 2007).3.C
    
    
    
    Certificate of Formation of El
Paso Pipeline GP Company, L.L.C.
(incorporated by reference to
Exhibit 3.3 to our Registration
Statement on Form S-1).3.D
    
    
    
    Amended and Restated Limited
Liability Company Agreement of El
Paso Pipeline GP Company, L.L.C.,
dated November 21, 2007
(incorporated by reference to
Exhibit 3.2 to our Current Report
on Form 8-K filed with the SEC on
November 28, 2007).10.A
    
    
    
    Credit Agreement, dated as of November 21, 2007, among El Paso Pipeline
Partners, L.P., El Paso Pipeline Partners Operating Company, L.L.C. and
Wyoming Interstate Company, Ltd. and the lenders and agents identified
therein (incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed with the SEC on November 28, 2007).10.B
    
    
    
    Omnibus Agreement, dated November 21, 2007, among El Paso Pipeline Partners,
L.P., El Paso Pipeline GP Company, L.L.C., Colorado Interstate Gas Company,
Southern Natural Gas Company and El Paso Corporation (incorporated by
reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the
SEC on November 28, 2007).10.C
    
    
    
    General Partnership Agreement of Colorado Interstate Gas Company, dated
November 1, 2007 (incorporated by reference to Exhibit 3.C to the Colorado
Interstate Gas Company Form 8-K filed November 7, 2007).10.D
    
    
    
    General Partnership Agreement of Southern Natural Gas Company, dated
November 1, 2007 (incorporated by reference to Exhibit 3.C to the Southern
Natural Gas Company Form 8-K filed November 7, 2007).10.E
    
    
    
    Long-Term Incentive Plan of El Paso Pipeline GP Company, L.L.C.
(incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K
filed with the SEC on November 28, 2007).10.F
    
    
    
    Contribution, Conveyance and Assumption Agreement, dated November 21, 2007,
among El Paso Pipeline Partners, L.P., El Paso Pipeline GP Company, L.L.C.,
El Paso Pipeline LP Holdings, L.L.C., WIC Holdings Company, L.L.C., El Paso
Wyoming Gas Supply Company, L.L.C., EPPP SNG GP Holdings, L.L.C., EPPP CIG
GP Holdings, L.L.C., El Paso Pipeline Holding Company, L.L.C., El Paso
Pipeline Partners Operating Company, L.L.C. and El Paso Corporation
(incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K
filed with the SEC on November 28, 2007).
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ExhibitNumber
    
    
    
    Description10.G
    
    
    
    Form of Indemnification Agreement (incorporated by reference to Exhibit
10.20 to our Registration Statement on Form S-1).10.H
    
    
    
    Form of Master Services Agreement by and between Colorado Interstate Gas
Company and El Paso Corporation, Tennessee Gas Pipeline Company, El Paso
Natural Gas Company and CIG Pipeline Services Company L.L.C. (incorporated
by reference to Exhibit 10.21 to our Registration Statement on Form S-1).10.I
    
    
    
    Form of Master Services Agreement by and between Southern Natural Gas
Company and El Paso Corporation, Tennessee Gas Pipeline Company and SNG
Pipeline Services Company, L.L.C. (incorporated by reference to Exhibit
10.22 to our Registration Statement on Form S-1).*21
    
    
    
    List of subsidiaries of El Paso Pipeline Partners, L.P.*23.A
    
    
    
    Consent of Independent Registered Accounting Firm Ernst & Young LLP.*23.B
    
    
    
    Consent of Independent Registered Accounting Firm PricewaterhouseCoopers LLP.*31.A
    
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*31.B
    
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*32.A
    
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*32.B
    
    
    
    Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 81