##### 



Exhibit 99.2
  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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##### 



WILLIAMS
    PARTNERS GP LLC
  CONSOLIDATED
    BALANCE SHEET
 December 31,
    2007
  (In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
36,197Accounts receivable:Trade


12,860Affiliate


20,402Other


2,543Product imbalance


20,660Prepaid expenses


4,056Derivative assets  affiliate


231Reimbursable projects


8,989Other current assets


3,574Total current assets


109,512Investment in Wamsutter


284,650Investment in Discovery Producer Services


214,526Property, plant and equipment, net


642,289Other noncurrent assets


32,500Total assets

$
1,283,477LIABILITIES AND OWNERS EQUITYCurrent liabilities:Accounts payable:Trade

$
35,948Affiliate


14,011Product imbalance


21,473Deferred revenue


4,569Derivative liabilities  affiliate


2,718Accrued liabilities


27,743Total current liabilities


106,462Long-term debt


1,000,000Environmental remediation liabilities


2,599Other noncurrent liabilities


9,265Minority interest


1,318,992Commitments and contingent liabilities (Note 12)Owners equity:Owners equity


(253,686
)Notes receivable  affiliate


(899,594
)Accumulated other comprehensive loss


(561
)Total owners equity


(1,153,841
)Total liabilities and owners equity

$
1,283,477    2




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE SHEET
  Note 1.
    Organization      Initial
    Public Offering and Related Transactions
    
    distribute $58.8 million to Williams in part to reimburse
    Williams for capital expenditures relating to the assets
    contributed to the Partnership and for a gas purchase contract
    contributed to the Partnership;
    provide $24.4 million to make a capital contribution to
    Discovery to fund an escrow account required in connection with
    the Tahiti pipeline lateral expansion project;
    provide $12.7 million of additional working
    capital; and
    pay $4.3 million of expenses associated with the IPO and
    related formation transactions.    Acquisition
    of Four Corners
   3




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
          Additional
    Investment in Discovery
    Acquisition
    of Wamsutter
   4




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
      Note 2.
    Description
    of Business    Gathering and Processing-West. (MMcf/d) 750 MMcf/d.
  1,700-mile 500 MMcf/d 390 MMcf/d
  Gathering and Processing-Gulf. 283-mile 600 MMcf/d 22-mile
    NGL Services.
 5




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
    Note 3.
    Summary
    of Significant Accounting Policies  Basis of Presentation.
  Use of Estimates.
    
    loss contingencies;
    impairment assessments of long-lived assets;
    environmental remediation obligations; and
    asset retirement obligations.    Proportional Accounting for the Conway
    Fractionator.
  Cash and Cash Equivalents.
  Accounts Receivable.
 6




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
  Reimbursable projects.
  Investments.
  Property, Plant and Equipment.
    Prepaid Expenses and Leasing
    Activities.
  Product Imbalances.
  Derivative Instruments and Hedging
    Activities.
 7




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
      Derivative Treatment

Accounting MethodNormal purchases and normal sales exception

Accrual accountingDesignated in qualifying hedging relationship

Hedge accountingAll other derivatives

Mark-to-market accounting         Revenue Recognition.
  Impairment of Long-Lived Assets and
    Investments.
 8




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
      and/or
  Environmental.
  Capitalized Interest.
  Income Taxes.
  Recent Accounting Standards. No. FAS 157-b
 9




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
  instrument-by-instrument
      Note 4.
    Related
    Party Transactions     10




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
                     11




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
  Note 5.
    Equity
    Investments  Wamsutter
          
    First, an amount equal to $17.5 million per quarter
    to the holder of the Class A membership interests. We
    currently own 100% of the Class A interests;
    Second, an amount equal to the amount the distribution on
    the Class A membership interests in prior quarters of the
    current distribution year was less than $17.5 million per
    quarter to the holder of the Class A membership
    interests; and
    Third, 5% of remaining available cash shall be
    distributed to the holder of the Class A membership
    interests and 95% shall be distributed to the holders of the
    Class C units, on a pro ratabasis. We currently own
    50% of the Class C units.      Current assets

$
27,114Property, plant and equipment, net


275,163Non-current assets


191Current liabilities


(12,944
)Non-current liabilities


(2,812
)Members capital

$
286,712  12




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
  Discovery
    Producer Services
          Current assets

$
78,035Non-current restricted cash and cash equivalents


6,222Property, plant and equipment, net


368,228Current liabilities


(33,820
)Non-current liabilities


(12,216
)Members capital

$
406,449   Note 6.
    Property,
    Plant and Equipment    EstimatedDepreciableLivesLand and right of way

$
42,657



30 yearsGathering pipelines and related equipment


830,437



20-30 yearsProcessing plants and related equipment


149,855



30 yearsFractionation plant and related equipment


16,720



30 yearsStorage plant and related equipment


80,837



30 yearsBuildings and other equipment


90,356



3-45 yearsConstruction work in progress


28,930Total property, plant and equipment


1,239,792Accumulated depreciation


597,503Net property, plant and equipment

$
642,289    13




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
    Balance, January 1

$
4,476Liabilities incurred during the period


2,950Liabilities settled during the period


(64
)Accretion expense


1,474Estimate revisions


(93
)Balance, December 31

$
8,743   Note 7.
    Accrued
    Liabilities    Accrued interest

$
19,500Environmental remediation  current portion


1,396Customer deposit for construction


96Taxes other than income


2,490Other


4,261$
27,743   Note 8.
    Major
    Customers, Concentrations of Credit Risk, Financial Instruments
    and Energy Commodity Cash Flow Hedges  Major
    Customers
    Concentrations
    of Credit Risk
     14




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
    Gathering and Processing-West:Natural gas gathering and processing

$
11,512Other


471Gathering and Processing-Gulf:Natural gas gathering


324Other


881NGL Services:Fractionation services


303Amounts due from fractionator partners


1,068Storage


735Accrued interest and other


109$
15,403     Financial
    Instruments
    Cash and cash equivalents.
  Long-term debt.
  Energy commodity swap agreements.
  Advances from affiliate.
  Notes receivable from parent.
 15




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
    Carrying


FairAmount


ValueCash and cash equivalents

$
36,197


$
36,197Long-term debt (see Note 9)

$
1,000,000


$
1,027,499Energy commodity swap agreements

$
(2,487
)

$
(2,487
)Advances from affiliate

$
7,291


$
7,291Notes receivable from parent

$
906,885


$
906,885   Energy
    commodity cash flow hedges
    Note 9.
    Long-Term
    Debt, Credit Facilities and Leasing Activities  Long-Term
    Debt
    InterestRate(1)Credit agreement term loan, adjustable rate, due 2012


6.16
%

$
250.0Senior unsecured notes, fixed rate, due 2017


7.25
%


600.0Senior unsecured notes, fixed rate, due 2011


7.50
%


150.0Total Long-term debt





$
1,000.0     (1)
    
    At December 31, 2007   16




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WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
        Credit
    Facilities
        
    The Partnership, together with our consolidated subsidiaries and
    Wamsutter, are required to maintain a ratio of consolidated
    indebtedness to consolidated EBITDA (each as defined in the
    credit agreement) of no greater than 5.00 to 1.00. This ratio
    may be increased in the case of an acquisition of
    $50.0 million or more, in which case the ratio will be 5.50
    to 1.00 for the three fiscal quarter-periods following such
    acquisition.
    Our ratio of consolidated EBITDA to consolidated interest
    expense, as defined in the credit agreement, must be not less
    than 2.75 to 1.00 as of the last day of any fiscal quarter
    commencing March 31, 2008 unless we obtain an investment
    grade rating from Standard and Poors Ratings Services or
    Moodys 17




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
  Investors Service and the rating from the other agencies is not
    less than Ba1 or BB+, as applicable. On November 10, 2007,
    Standard and Poors Rating Services raised our credit
    rating from BB+ to BBB-. On January 28, 2008, Moodys
    upgraded the ratings of WPZs senior unsecured rating to
    Ba2 from Ba3.      12-month
  Leasing
    Activities
    2008

$
1,5132009


1,0482010


5262011


812012 and thereafter


11$
3,179  18




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
  Note 10.
    Owners
    Equity    GeneralQuarterly Distribution Target Amount (per unit)

Unitholders


PartnerMinimum quarterly distribution of $0.35


98
%


2
%Up to $0.4025


98



2Above $0.4025 up to $0.4375


85



15Above $0.4375 up to $0.5250


75



25Above $0.5250


50



50       Note 11.
    Long-Term
    Incentive Plan      Note 12.
    Commitments
    and Contingencies  Commitments.
  Environmental Matters-Four Corners.
   19




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
        Environmental Matters-Conway. and/or
      Will Price.
 20




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
    Grynberg.
  GE Litigation.
    Outstanding Registration Rights Agreement. 90-day 30-day 30-day 30-day
 21




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
    Other.
  Summary.
  Note 13.
    Segment
    Disclosures    Gathering &


Gathering &Processing


Processing


NGLWest


Gulf


Services


Total(In thousands)December 31, 2007:Segment assets

$
1,112,652


$
268,471


$
98,730


$
1,479,853Other assets and eliminations














(196,376
)Total assets













$
1,283,477Equity method investments

$
284,650


$
214,526


$



$
499,176Additions to long-lived assets


39,391







9,090



48,481  22