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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-32599
 Williams Partners
    L.P.
 (Exact name of Registrant as
    Specified in Its Charter)
  Delaware

20-2485124(State or Other Jurisdiction
    of
    Incorporation or Organization)

(IRS Employer
    Identification No.)One Williams Center, Tulsa, Oklahoma

74172-0172(Address of Principal Executive
    Offices)

(Zip Code)   918-573-2000
 (Registrants Telephone
    Number, Including Area Code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Units

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

Accelerated filer o

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

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




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WILLIAMS
    PARTNERS L.P.FORM 10-K
    TABLE OF CONTENTS
   
 PagePART IItems 1 and 2.


Business and Properties


1Website Access to Reports and Other
    Information


1General


1Recent Events


2Financial Information About Segments


3Narrative Description of Businesses


3Gathering and Processing  West
    Segment


3Gathering and Processing  Gulf
    Segment


9NGL Services Segment


13Safety and Maintenance


16FERC Regulation


17Environmental Regulation


18Title to Properties and Rights-of-Way


21Employees


21Financial Information about Geographic Areas


22Item 1A.


Risk Factors


22Forward-Looking Statements/Risk Factors and Cautionary Statement
    for Purposes of the Safe Harbor Provisions of the
    Private Securities Litigation Reform Act of 1995


22Item 1B.


Unresolved Staff Comments


43Item 3.


Legal Proceedings


43Item 4.


Submission of Matters to a Vote of Security
    Holders


43PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


43Item 6.


Selected Financial and Operational Data


45Item 7.


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


48Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


74Item 8.


Financial Statements and Supplementary Data


76Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


113Item 9A.


Controls and Procedures


113Item 9B.


Other Information


113PART IIIItem 10.


Directors and Executive Officers of the
    Registrant


113Item 11.


Executive Compensation


121Item 12.


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


124Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


127Item 14.


Principal Accountant Fees and Services


134PART IVItem 15.


Exhibits and Financial Statement Schedules


135EX-10.4EX-10.8EX-12EX-21EX-23.1EX-23.2EX-24EX-31.1EX-31.2EX-32EX-99.1




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DEFINITIONS
    Barrel:
  Bcf/d:
  bpd:
  British Thermal Units (Btu):
  BBtu/d:
  Dth:
  ¢/MMBtu:
  MMBtu:
  MMBtu/d:
  MMcf:
  MMcf/d:
    Fractionation:
  NGLs:
  NGL margins:
  Recompletions:
  Throughput:
  Workover:




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WILLIAMS
    PARTNERS L.P.FORM 10-K
 PART I Items 1
    and 2.  Business and Properties   WEBSITE
    ACCESS TO REPORTS AND OTHER INFORMATION  Form 10-K, Form 10-Q, Form 8-K and/or 1-800-SEC-0330. http://www.sec.gov.
  http://www.williamslp.com Form 10-K, Form 10-Q, Form 8-K
 GENERAL      
    Gathering and Processing 
    West.  This segment includes a 100% interest in
    Williams Four Corners LLC (Four Corners) and ownership interests
    in Wamsutter, consisting of (i) 100% of the Class A
    limited liability company membership interests and (ii) 65%
    of the Class C limited liability company membership
    interests in Wamsutter (together, the Wamsutter Ownership
    Interests). Four Corners owns an approximate 3,800-mile natural
    gas gathering system, including three natural gas processing
    plants and two natural gas treating plants, located in the
    San Juan Basin in Colorado and New Mexico. Wamsutter owns
    an approximate 1,800-mile natural gas gathering system,
    including a natural gas processing plant, located in the
    Washakie Basin in Wyoming. The Four Corners and Wamsutter assets 1




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generate revenues by providing natural gas gathering,
    transporting, processing and treating services to customers
    under a range of contractual arrangements.  
    Gathering and Processing 
    Gulf.  This segment includes our equity investment
    in Discovery and the Carbonate Trend gathering pipeline. We own
    a 60% interest in Discovery, which is operated by Williams.
    Discovery owns an integrated natural gas gathering and
    transportation pipeline system extending from offshore in the
    Gulf of Mexico to its natural gas processing plant and NGL
    fractionator in Louisiana. Our Carbonate Trend gathering
    pipeline is a sour gas gathering pipeline off the coast of
    Alabama. These assets generate revenues by providing natural gas
    gathering, transporting and processing services and integrated
    natural gas fractionating services to customers under a range of
    contractual arrangements.
    NGL Services.  This segment includes three
    integrated NGL storage facilities and a 50% undivided interest
    in an NGL fractionator near Conway, Kansas. These assets
    generate revenues by providing stand-alone NGL fractionation and
    storage services using various fee-based contractual
    arrangements where we receive a fee or fees based on actual or
    contracted volumetric measures.      918-573-2000.
  RECENT
    EVENTS    and/or and/or
  18-inch 30-inch 30-inch 30-inch 150 MMcf/d
  20-year
 2




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per-unit per-unit
   FINANCIAL
    INFORMATION ABOUT SEGMENTS   NARRATIVE
    DESCRIPTION OF BUSINESS   Gathering
    and Processing  West    Four
    Corners  General
     3




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Four
    Corners Natural Gas Gathering System
    
    Approximately 3,800 miles of
    2-inch to
    30-inch
    diameter natural gas gathering pipelines with capacity of two
    Bcf/d and approximately 6,450 receipt points; and
    Over 400,000 horsepower of compression comprised of distributed
    gathering compression, major gathering station compression and
    plant compression. A substantial portion of this compression is
    owned and operated by a third party. We have taken direct
    responsibility for some field compression that was previously
    operated by a third party, and we plan to assume responsibility
    in 2009 for compression that is currently third-party operated.
    By the end of 2009, we will operate approximately one-half of
    the field compression that has historically been operated by a
    third party.    Four
    Corners Processing and Treating Plants
  Natural
    Gas Processing Plants
  765 MMcf/d
  450 MMcf/d. Mid-America
  315 MMcf/d.
  Treating
    Plants
  67 MMcf/d 750 MMcf/d.
 4




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Four
    Corners Customers and Contracts
  Customers.
  Contracts. per-unit
  
    Keep-whole.  Under keep-whole contracts, we
    (1) process natural gas produced by customers,
    (2) retain some or all of the extracted NGLs as
    compensation for our services, (3) replace the Btu content
    of the retained NGLs that were extracted during processing with
    natural gas purchases, also known as shrink replacement gas and
    (4) deliver an equivalent Btu content of natural gas for
    customers at the plant outlet. We, in turn, sell the retained
    NGLs to a Williams subsidiary at market prices. For the
    year ended December 31, 2008, 37% of Four Corners
    processing volumes were under keep-whole contracts.
    Percent-of-liquids.  Under percent-of-liquids
    processing contracts, we (1) process natural gas produced
    by customers, (2) deliver to customers an
    agreed-upon
    percentage of the extracted NGLs, (3) retain a portion of
    the extracted NGLs as compensation for our services and
    (4) deliver natural gas to customers at the plant outlet.
    Under this type of contract, we are not required to replace the
    Btu content of the retained NGLs that were extracted during
    processing. We sell the retained NGLs to a Williams
    subsidiary at market prices. For the year ended
    December 31, 2008, 12% of Four Corners processing
    volumes were under percent-of-liquids contracts.
    Fee-based.  Under fee-based contracts, we
    receive revenue based on the volume of natural gas processed and
    the per-unit
    fee charged and we retain none of the extracted NGLs. For the
    year ended December 31, 2008, 14% of Four Corners
    processing volumes were under fee-based contracts.
    Fee-based and keep-whole.  These contracts have
    both a
    per-unit fee
    component and a keep-whole component. The relative proportions
    of the fee component and the keep-whole component vary from
    contract to contract. The keep-whole component is never more
    than 50% of the total extracted NGLs. For the year ended
    December 31, 2008, 37% of the Four Corners processing
    volumes were under these fee-based and keep-whole contracts.    Four
    Corners Competition
   5




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Four
    Corners Gas Supply
  and/or
  Wamsutter 
    General
        Wamsutter
    Natural Gas Gathering System
    
    Approximately 1,800 miles of
    2-inch to
    20-inch
    diameter natural gas gathering pipelines with capacity of
    500 MMcf/d
    at current operating pressures and approximately 2,000 receipt
    points; and
    Approximately 39,700 horsepower of gathering compression.  Wamsutter
    Processing Plant
  390 MMcf/d
  80 MMcf/d
 6




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80 MMcf/d,
    Wamsutter
    Customers and Contracts
  Customers.
  Contracts.
    Wamsutter
    Competition
  150 MMcf/d 40 MMcf/d 250 MMcf/d
  Wamsutter
    LLC Agreement
  Overview
    Cash
    Distribution Policy
   7




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
    First, an amount equal to $17.5 million per quarter
    to us as the holder of the Class A membership interests;
    Second, an amount to us as the holder of the Class A
    membership interests, if needed, equal to the amount the
    distribution to us as the Class A membership interests in
    prior quarters of the current distribution year was less than
    $17.5 million per quarter; and
    Third, 5% of remaining available cash shall be
    distributed to us as the holder of the Class A membership
    interests, and 95% shall be distributed to the holders of the
    Class C units, on a pro rata basis.        Capital
    Investments
    
    We, as the Class A member, are obligated to fund growth
    capital investments under $2.5 million.
    The Class B member, Williams, is obligated to fund growth
    capital investments of $2.5 million or more.      Governance
   8




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Gathering
    and Processing  Gulf    Discovery 
    General
  300-mile
    Discovery
    Natural Gas Pipeline System
  Transportation and Gathering Natural Gas
    Pipeline. 105-mile, 30-inch 600 MMcf/d.
    Shallow Water/Onshore Gathering.
  
    91 miles of offshore laterals with connections to the
    mainline. The FERC regulates 60 miles of these shallow
    water laterals.
    A fixed-leg shelf production handling facility installed at
    Grand Isle 115. The platform facility allows for the injection
    of gas and condensate into the pipeline and is equipped with two
    production handling facilities.
    A five-mile
    onshore gathering lateral that extends from a production area
    north of the Larose gas processing plant directly to the plant.
    The FERC does not regulate this lateral.  Deepwater Gathering. 34-mile 200 MMcf/d.
 9




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Larose
    Gas Processing Plant
  600 MMcf/d.
  Paradis
    Fractionation Facility
  22-mile
  Discovery
    Management
    Discovery
    Customers and Contracts
  Customers.
       10




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Contracts.
      
    Fee-based.  Under fee-based contracts,
    Discovery receives revenue based on the volume of natural gas
    processed and the
    per-unit fee
    charged.
    Percent-of-liquids.  Under percent-of-liquids
    gas processing contracts, Discovery (1) processes natural
    gas for customers, (2) delivers to customers an agreed upon
    percentage of the NGLs extracted in processing and
    (3) retains a portion of the extracted NGLs. Discovery
    generates revenue from the sale of these retained NGLs to a
    subsidiary of Williams at market prices. Some of
    Discoverys contracts have a bypass option,
    which is explained below under  Operation and
    Contract Optimization.
    Keep-whole contracts.  Under keep-whole
    contracts, Discovery pays a fee to the customer to process their
    gas and Discovery receives all of the extracted NGLs. Discovery
    also sells these NGLs to a subsidiary of Williams at market
    prices and replaces the Btu content removed from the gas stream.
    The term of these contracts is typically less than one year in
    length.    Discovery
    Operation and Contract Optimization
      Discovery
    Competition
   11




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Discovery
    Gas Supply
    Discovery
    Third-Party Pipeline Supply
      Carbonate
    Trend Pipeline  General
  120 MMcf/d. 22 MMcf/d.
   12




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Carbonate
    Trend Customers and Contracts
  Customers.
  Contracts.
  Carbonate
    Trend Competition
    Carbonate
    Trend Gas Supply
   NGL
    Services    Conway
    Storage Assets
     13




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Conway West.
  Conway East.
  Mitchell.
  Conway
    Fractionation Facility
        Conway
    Customers and Contracts
  Customers.
  Contracts.
   14




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case-by-case
  per-unit
  Conway
    Operating Supply Management
      Conway
    Competition
  Storage services.
  Fractionation Services.
   15




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Conway
    NGL Sources and Transportation Options
     Safety
    and Maintenance    30-inch 18-inch
     16




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FERC
    Regulation  Discovery
  105-mile
     17




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case-by-case
    Other
       Environmental
    Regulation  General
       18




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Air
    Emissions
    Hazardous
    Substances and Waste
         19




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Water
    Hazardous
    Materials Transportation Requirements
    Kansas
    Department of Health and Environment Obligations
      on-site
 20




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Title to
    Properties and Rights-of-Way   Employees   21




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FINANCIAL
    INFORMATION ABOUT GEOGRAPHIC AREAS    Item 1A.
    Risk
    Factors  FORWARD-LOOKING
    STATEMENTS, RISK FACTORS AND CAUTIONARY STATEMENT FOR PURPOSES
    OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
    SECURITIES LITIGATION REFORM ACT OF 1995      
    amounts and nature of future capital expenditures;
    expansion and growth of our business and operations;
    business strategy;
    cash flow from operations;
    the levels of cash distributions to unitholders;
    seasonality of certain business segments; and
    natural gas and natural gas liquids prices and demand.    
    availability of supplies (including the uncertainties inherent
    in assessing and estimating future natural gas reserves), market
    demand, volatility of prices and the availability and costs of
    capital;
    inflation, interest rates and general economic conditions
    (including the recent economic slowdown and the disruption of
    global credit markets and the impact of these events on our
    customers and suppliers);
    the strength and financial resources of our competitors;
    development of alternative energy sources;
    the impact of operational and development hazards;
    costs of, changes in, or the results of laws, government
    regulations (including proposed climate change legislation),
    environmental liabilities, litigation and rate proceedings;
    increasing maintenance and construction costs; 22




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
    changes in the current geopolitical situation;
    our exposure to the credit risks of our customers;
    risks related to strategy and financing, including restrictions
    stemming from our debt agreements, future changes in our credit
    ratings and the availability and cost of credit;
    risks associated with future weather conditions;
    acts of terrorism; and
    additional risks described in our filings with the Securities
    and Exchange Commission.        RISK
    FACTORS
    Risks
    Inherent in Our Business
  We may
    not have sufficient cash from operations to enable us to
    maintain current levels of cash distributions or to pay the
    minimum quarterly distribution following establishment of cash
    reserves and payment of fees and expenses, including payments to
    our general partner.
    
    the prices we obtain for our services;
    the prices of, level of production of, and demand for natural
    gas and NGLs and our NGL margins;
    the volumes of natural gas we gather, transport, process and
    treat and the volumes of NGLs we fractionate and store;
    the level of our operating costs, including payments to our
    general partner; and
    prevailing economic conditions.    
    the level of capital expenditures we make;
    the restrictions contained in Williams indentures, our
    indentures and credit facility and our debt service requirements;
    the cost of acquisitions, if any; 23




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
    fluctuations in our working capital needs;
    our ability to borrow for working capital or other purposes;
    the amount, if any, of cash reserves established by our general
    partner; and
    the amount of cash that each of Wamsutter and Discovery
    distributes to us.    We may
    not be able to grow or effectively manage our
    growth.
      Lower
    natural gas and oil prices could adversely affect our gathering,
    fractionation and storage businesses.
      
    worldwide economic conditions;
    weather conditions and seasonal trends;
    the levels of domestic production and consumer demand;
    fluctuations in the storage levels of natural gas and NGLs;
    the availability of imported natural gas and NGLs;
    the availability of transportation systems with adequate
    capacity;
    the price and availability of alternative fuels;
    the effect of energy conservation measures; 24




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
    the nature and extent of governmental regulation and
    taxation; and
    the anticipated future prices of natural gas, NGLs and other
    commodities.  Any
    decrease in NGL prices or a change in NGL prices relative to the
    price of natural gas could affect our processing, fractionation
    and storage businesses.
    Significant
    prolonged changes in natural gas prices could affect supply and
    demand, cause a reduction in or termination of the long-term
    transportation and storage contracts or throughput on
    Discoverys system, and adversely affect our cash available
    to make distributions.
    Any
    significant decrease in supplies of natural gas in our areas of
    operation could adversely affect our business and operating
    results.
        Our
    industry is highly competitive, and increased competitive
    pressure could adversely affect our business and operating
    results.
   25




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We
    depend on certain key customers and producers for a significant
    portion of our revenues and supply of natural gas and NGLs. If
    we lost any of these key customers or producers, our revenues
    and cash available to pay distributions could
    decline.
    We are
    exposed to the credit risk of our customers, and our credit risk
    management may not be adequate to protect against such
    risk.
  and/or and/or
  The
    failure of counterparties to perform their contractual
    obligations could adversely affect our operating results,
    financial condition and cash available to pay
    distributions.
    If
    third-party pipelines and other facilities interconnected to our
    pipelines and facilities become unavailable to transport natural
    gas and NGLs or to treat natural gas, our revenues and cash
    available to pay distributions could be adversely
    affected.
   26




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Events
    in the global financial crisis have made equity and debt markets
    less accessible, created a shortage in the availability of
    credit and have led to credit market volatility, which could
    disrupt our financing plans and limit our ability to
    grow.
      Williams
    public indentures and our debt agreements contain financial and
    operating restrictions that may limit our access to credit and
    affect our ability to operate our business.
     27




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Restrictions
    in our debt agreements and our leverage may adversely affect our
    future financial and operating flexibility.
    
    make it more difficult for us to satisfy our obligations with
    respect to our senior unsecured notes and our other
    indebtedness, which could in turn result in an event of default
    on such other indebtedness or our outstanding notes;
    impair our ability to obtain additional financing in the future
    for working capital, capital expenditures, acquisitions, general
    corporate purposes or other purposes;
    adversely affect our ability to pay cash distributions to
    unitholders;
    diminish our ability to withstand a downturn in our business or
    the economy generally;
    require us to dedicate a substantial portion of our cash flow
    from operations to debt service payments, thereby reducing the
    availability of cash for working capital, capital expenditures,
    acquisitions, general corporate purposes or other purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate; and
    place us at a competitive disadvantage compared to our
    competitors that have proportionately less debt.      A
    downgrade of our current credit rating could impact our
    liquidity, access to capital and our costs of doing business,
    and maintaining current credit ratings is within the control of
    independent third parties. In addition, Williams credit
    ratings affect our ability to obtain credit in the
    future.
   28




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
    economic downturns;
    deteriorating capital market conditions;
    declining market prices for natural gas, natural gas liquids and
    other commodities;
    terrorist attacks or threatened attacks on our facilities or
    those of other energy companies;
    the overall health of the energy industry, including the
    bankruptcy or insolvency of other companies.    The
    financial condition and liquidity of Williams affects our access
    to capital, our credit standing and our financial
    condition.
      Our
    allocation from Williams for costs and funding obligations for
    its defined benefit pension plans and costs for other
    postretirement benefit plans are affected by factors beyond our
    and Williams control.
    Wamsutter
    and Discovery are not prohibited from incurring indebtedness,
    which may affect our ability to make distributions to
    unitholders.
   29




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We do
    not own all of the interests in Wamsutter, the Conway
    fractionator or Discovery, which could adversely affect our
    ability to operate and control these assets in a manner
    beneficial to us.
    Our
    storage and fractionation operations depend on the demand for
    propane and other NGLs. A substantial decrease in this demand
    could adversely affect our business and operating
    results.
    Wamsutter
    and Discovery may reduce their cash distributions to us in some
    situations.
      Discoverys
    natural gas transportation operations are subject to regulation
    by FERC, which could have an adverse impact on its ability to
    establish transportation rates that would allow it to recover
    the full cost of operating its pipeline, including a reasonable
    return.
    
    transportation and sale for resale of natural gas in interstate
    commerce;
    rates, operating terms and conditions of service, including
    initiation and discontinuation of services;
    the types of services Discovery may offer to its customers;
    certification and construction of new facilities;
    acquisition, extension, disposition or abandonment of facilities;
    accounts and records; 30




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
    relationships with affiliated companies who are involved in
    marketing functions of the natural gas business; and
    market manipulation in connection with interstate sales,
    purchases or transportation of natural gas.      Discovery
    could be subject to penalties and fines if it fails to comply
    with FERC regulations.
    Our
    operations are subject to operational hazards and unforeseen
    interruptions for which we may not be adequately
    insured.
    
    hurricanes, tornadoes, floods, fires, extreme weather conditions
    and other natural disasters;
    damages to pipelines and pipeline blockages;
    uncontrolled releases of natural gas (including sour gas), NGLs,
    brine or industrial chemicals;
    collapse of NGL storage caverns;
    operator error;
    damage inadvertently caused by third party activity, such as
    operation of construction equipment;
    pollution and other environmental risks;
    fires, explosions, craterings and blowouts;
    risks related to truck and rail loading and unloading;
    risks related to operating in a marine environment; and
    terrorist attacks or threatened attacks on our facilities or
    those of other energy companies.   31




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Our
    operations are subject to governmental laws and regulations
    relating to the protection of the environment, which may expose
    us to significant costs and liabilities and could exceed current
    expectations.
           32




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and/or
  Execution
    of our capital projects subjects us to construction risks,
    increases in labor costs and materials, and other risks that may
    adversely affect financial results.
    
    the ability to obtain necessary approvals and permits by
    regulatory agencies on a timely basis and on acceptable terms;
    the availability 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;
    impediments on our ability to acquire rights-of-way or land
    rights on a timely basis and on acceptable terms;
    the ability to construct projects within estimated costs,
    including the risk of cost overruns resulting from inflation or
    increased costs of equipment, materials, labor or other factors
    beyond our control, that may be material; and
    the ability to access capital markets to fund construction
    projects.    We do
    not operate all of our assets. This reliance on others to
    operate our assets and to provide other services could adversely
    affect our business and operating results.
     33




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We do
    not own all of the land on which our pipelines and facilities
    are located, which could disrupt our operations.
    Our
    assets and operations can be affected by weather and other
    natural phenomena.
      Potential
    changes in accounting standards might cause us to revise our
    financial results and disclosures in the future.
    Institutional
    knowledge residing with current employees nearing retirement
    eligibility might not be adequately preserved.
    Failure
    of or disruptions to our outsourcing relationships might
    negatively impact our ability to conduct our
    business.
   34




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Acts
    of terrorism could have a material adverse effect on our
    financial condition, results of operations and cash
    flows.
    Risks
    Inherent in an Investment in Us
  Williams
    controls our general partner, which has sole responsibility for
    conducting our business and managing our operations. Our general
    partner and its affiliates have conflicts of interest with us
    and limited fiduciary duties, and they may favor their own
    interests to the detriment of our unitholders.
  and/or
  
    neither our partnership agreement nor any other agreement
    requires Williams or its affiliates to pursue a business
    strategy that favors us. Williams directors and officers
    have a fiduciary duty to make decisions in the best interests of
    the owners of Williams, which may be contrary to ours;
    all of the executive officers and certain of the directors of
    our general partner are also officers
    and/or
    directors of Williams and Williams Partners general
    partner, and these persons will also owe fiduciary duties to
    those entities;
    our general partner is allowed to take into account the
    interests of parties other than us, such as Williams and its
    affiliates, in resolving conflicts of interest;
    Williams owns common units representing a 21.6% limited partner
    interest in us, and if a vote of limited partners is required,
    Williams will be entitled to vote its units in accordance with
    its own interests, which may be contrary to our interests or
    your interests;
    all of the executive officers and certain of the directors of
    our general partner will devote significant time to the business
    of Williams
    and/or
    Williams Partners, and will be compensated by Williams for the
    services rendered to them; 35




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##### Table of Contents




    our general partner determines the amount and timing of our cash
    reserves, asset purchases and sales, capital expenditures,
    borrowings and issuances of additional partnership securities,
    each of which can affect the amount of cash that is distributed
    to our unitholders;
    our general partner determines the amount and timing of any
    capital expenditures and, based on the applicable facts and
    circumstances, whether a capital expenditure is classified as a
    maintenance capital expenditure, which reduces operating
    surplus, or an expansion capital expenditure or investment
    capital expenditure, neither of which reduces operating surplus.
    This determination can affect the amount of cash that is
    distributed to our unitholders and to our general partner with
    respect to its incentive distribution rights;
    in some instances, our general partner may cause us to borrow
    funds in order to permit the payment of cash distributions even
    if the purpose or effect of the borrowing is to make incentive
    distributions to our general partner;
    our general partner determines which costs incurred by it and
    its affiliates are reimbursable by us;
    our partnership agreement does not restrict our general partner
    from causing us to pay it or its affiliates for any services
    rendered to us or entering into additional contractual
    arrangements with any of these entities on our behalf;
    our general partner intends to limit its liability regarding our
    contractual and other obligations and in some circumstances is
    required to be indemnified by us;
    our general partner may exercise its limited right to call and
    purchase common units if it and its affiliates own more than 80%
    of the common units;
    our general partner controls the enforcement of obligations owed
    to us by it and its affiliates; and
    our general partner decides whether to retain separate counsel,
    accountants or others to perform services for us.  Our
    partnership agreement limits our general partners
    fiduciary duties to unitholders and restricts the remedies
    available to unitholders for actions taken by our general
    partner that might otherwise constitute breaches of fiduciary
    duty.
    
    permits our general partner to make a number of decisions in its
    individual capacity as opposed to in its capacity as our general
    partner. This entitles our general partner to consider only the
    interests and factors that it desires, and it has no duty or
    obligation to give any consideration to any interest of, or
    factors affecting, us, our affiliates or any limited partner.
    Examples include the exercise of its limited call right, its
    voting rights with respect to the units it owns, its
    registration rights and its determination whether or not to
    consent to any merger or consolidation of the partnership or
    amendment to the partnership agreement;
    provides that our general partner will not have any liability to
    us or our unitholders for decisions made in its capacity as a
    general partner so long as it acted in good faith, meaning it
    believed the decision was in the best interests of our
    partnership;
    generally provides that affiliate transactions and resolutions
    of conflicts of interest not approved by the conflicts committee
    of the board of directors of our general partner and not
    involving a vote of unitholders must be on terms no less
    favorable to us than those generally being provided to or
    available from unrelated third parties or be fair and
    reasonable to us, as determined by our general partner in
    good faith. In determining whether a transaction or resolution
    is fair and reasonable, our general 36




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##### Table of Contents



partner may consider the totality of the relationships between
    the parties involved, including other transactions that may be
    particularly advantageous or beneficial to us;  
    provides that our general partner, its affiliates and their
    officers and directors will not be liable for monetary damages
    to us or our limited partners or assignees for any acts or
    omissions unless there has been a final and non-appealable
    judgment entered by a court of competent jurisdiction
    determining that our general partner or those other persons
    acted in bad faith or engaged in fraud or willful
    misconduct; and
    provides that in resolving conflicts of interest, it will be
    presumed that in making its decision our general partner or the
    conflicts committee of its board of directors acted in good
    faith, and in any proceeding brought by or on behalf of any
    limited partner or us, the person bringing or prosecuting such
    proceeding will have the burden of overcoming such presumption.    Affiliates
    of our general partner, including Williams and Williams Pipeline
    Partners, are not limited in their ability to compete with us.
    Williams is also not obligated to offer us the opportunity to
    acquire additional assets or businesses from it, which could
    limit our commercial activities or our ability to grow. In
    addition, all of the executive officers and certain of the
    directors of our general partner are also officers and/or
    directors of Williams and Williams Pipeline Partners
    general partner, and these persons will also owe fiduciary
    duties to those entities.
  and/or
  Holders
    of our common units have limited voting rights and are not
    entitled to elect our general partner or its directors, which
    could reduce the price at which the common units will
    trade.
    Cost
    reimbursements to our general partner and its affiliates will
    reduce cash available to pay distributions to
    unitholders.
   37




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##### Table of Contents



Even
    if unitholders are dissatisfied, they have little ability to
    remove our general partner without its consent.
    2 3
  We
    have a holding company structure in which our subsidiaries
    conduct our operations and own our operating assets. This may
    affect our ability to make payments on our debt obligations and
    distributions on our common units.
    The
    control of our general partner may be transferred to a third
    party without unitholder consent.
    We may
    issue additional common units without unitholder approval, which
    would dilute unitholder ownership interests.
    
    our unitholders proportionate ownership interest in us
    will decrease;
    the amount of cash available to pay distributions on each unit
    may decrease;
    the ratio of taxable income to distributions may decrease; 38




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##### Table of Contents




    the relative voting strength of each previously outstanding unit
    may be diminished; and
    the market price of the common units may decline.  Common
    units held by Williams eligible for future sale may adversely
    affect the price of our common units.
    Our
    general partner has a limited call right that may require
    unitholders to sell their common units at an undesirable time or
    price.
    Our
    partnership agreement restricts the voting rights of unitholders
    owning 20% or more of our common units.
    Your
    liability may not be limited if a court finds that unitholder
    action constitutes control of our business.
    
    we were conducting business in a state but had not complied with
    that particular states partnership statute; or
    your right to act with other unitholders to remove or replace
    the general partner, to approve some amendments to our
    partnership agreement or to take other actions under our
    partnership agreement constitute control of our
    business. 39




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##### Table of Contents



Unitholders
    may have liability to repay distributions that were wrongfully
    distributed to them.
  Section 17-607
  Tax
    Risks
  Our
    tax treatment depends on our status as a partnership for federal
    income tax purposes, as well as our not being subject to a
    material amount of entity-level taxation by states and
    localities. If the Internal Revenue Service (IRS) were to treat
    us as a corporation or if we were to become subject to a
    material amount of entity-level taxation for state or local tax
    purposes, then our cash available for distribution to
    unitholders would be substantially reduced.
        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.
   40




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##### Table of Contents



We
    prorate our items of income, gain, loss and deduction between
    transferors and transferees of the common units each month based
    upon the ownership of the common units on the first day of each
    month, instead of on the basis of the date a particular common
    unit is transferred.
    An IRS
    contest of the federal income tax positions we take may
    adversely impact the market for the common units, and the costs
    of any contest will reduce our cash available for distribution
    to our unitholders and our general partner.
    Unitholders
    will be required to pay taxes on their share of our income even
    if unitholders do not receive any cash distributions from
    us.
    The
    tax gain or loss on the disposition of the common units could be
    different than expected.
   41




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##### Table of Contents



Tax-exempt
    entities and
    non-U.S.
    persons face unique tax issues from owning common units that may
    result in adverse tax consequences to them.
  non-U.S. persons non-U.S. persons non-U.S. persons
  We
    will treat each purchaser of common units as having the same tax
    benefits without regard to the actual common units purchased.
    The IRS may challenge this treatment, which could adversely
    affect the value of the common units.
    Unitholders
    will likely be subject to state and local taxes and return
    filing requirements as a result of investing in our common
    units.
    The
    sale or exchange of 50% or more of the total interest in our
    capital and profits within a
    12-month
    period will result in the termination of our partnership for
    federal income tax purposes.
  12-month
 42




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##### Table of Contents



We
    have adopted 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.
      Item 1B.
    Unresolved
    Staff Comments    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information, Holders and Distributions
   43




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##### Table of Contents



Cash DistributionHigh

Low

per Unit(a)2008Fourth Quarter

$
26.25


$
9.96


$
0.635Third Quarter


32.84



22.77



0.635Second Quarter


37.66



31.33



0.625First Quarter


39.31



31.24



0.6002007Fourth Quarter

$
45.79


$
36.60


$
0.575Third Quarter


52.00



40.26



0.550Second Quarter


50.00



46.00



0.525First Quarter(b)


48.20



38.20



0.500     (a)
    
    Represents cash distributions attributable to the quarter and
    declared and paid or to be paid within 45 days after
    quarter end. We paid cash distributions to our general partner
    with respect to its 2% general partner interest and incentive
    distribution rights that totaled $10.7 million and
    $30.0 million for the 2007 and 2008 periods, respectively.
    On February 19, 2008, the 7,000,000 outstanding
    subordinated units held by four subsidiaries of Williams
    converted into common units on a one-for-one basis. Subordinated
    units participated in all of the cash distributions for the 2007
    periods indicated above.(b)
    
    Class B units participated in the first quarter 2007 cash
    distributions. Class B units were outstanding between
    December 13, 2006 and May 21, 2007, on which date all
    6,805,492 Class B units converted into common units on a
    one-for-one basis.  Distributions
    of Available Cash
    
    less the amount of cash reserves established by our general
    partner to:  
    provide for the proper conduct of our business (including
    reserves for future capital expenditures and for our anticipated
    credit needs);
    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distribution to our unitholders and to our
    general partner for any one or more of the next four quarters;  
    plus all cash on hand on the date of determination of available
    cash for the quarter resulting from working capital borrowings
    made after the end of the quarter for which the determination is
    being made. Working capital borrowings are generally borrowings
    that will be made under our working capital facility with
    Williams and in all cases are used solely for working capital
    purposes or to pay distributions to partners.    
    first, 98% to all unitholders, pro rata, and 2% to our
    general partner, until each outstanding common unit has received
    the minimum quarterly distribution for that quarter; and
    thereafter, cash in excess of the minimum quarterly
    distributions is distributed to the unitholders and the general
    partner based on the incentive percentages below. 44




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##### Table of Contents



Marginal PercentageTotal Quarterly Distribution

Interest in DistributionsTarget Amount

Unitholders

General PartnerMinimum Quarterly Distribution

$0.35


98
%


2
%First Target Distribution

up to $0.4025


98
%


2
%Second Target Distribution

above $0.4025 up to $0.4375


85
%


15
%Third Target distribution

above $0.4375 up to $0.5250


75
%


25
%Thereafter

Above $0.5250


50
%


50
%     
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    our general partner will have the right to convert its general
    partner interest and, if any, its incentive distribution rights
    into common units or to receive cash in exchange for those
    interests.    Item 6.
    Selected
    Financial and Operational Data     45




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##### Table of Contents



Year Ended December 31,2008


2007


2006


2005


2004(Dollars in thousands, except per-unit amounts)Statement of Income Data:Revenues

$
637,060


$
572,817


$
563,410


$
514,972


$
469,199Costs and expenses


490,052



457,880



420,342



395,556



364,602Operating income


147,008



114,937



143,068



119,416



104,597Equity earnings  Wamsutter


88,538



76,212



61,690



40,555



39,016Discovery investment income


22,357



28,842



18,050



11,880



5,619Impairment of investment in Discovery


















(16,855
)Interest expense


(67,220
)


(58,348
)


(9,833
)


(8,238
)


(12,476
)Interest income


706



2,988



1,600



165



Income before cumulative effect of change in accounting principle

$
191,389


$
164,631


$
214,575


$
163,778


$
119,901Net income(a)

$
191,389


$
164,631


$
214,575


$
162,373


$
119,901Income before cumulative effect of change in accounting
    principle per limited partner unit:Common unit

$
2.55


$
1.97


$
1.62


$
0.49
(b)


N/ASubordinated unit

$
N/A


$
1.97


$
1.62


$
0.49
(b)


N/ANet income per limited partner unit:Common unit

$
2.55


$
1.97


$
1.62


$
0.44
(b)


N/ASubordinated unit

$
N/A


$
1.97


$
1.62


$
0.44
(b)


N/ABalance Sheet Data (at period end):Total assets

$
1,291,819


$
1,283,477


$
1,292,299


$
1,190,508


$
1,121,862Property, plant and equipment, net


640,520



642,289



647,578



658,965



669,503Investment in Wamsutter


277,707



284,650



262,245



240,156



221,360Investment in Discovery


184,466



214,526



221,187



225,337



184,199Advances from affiliate


















186,024Long-term debt


1,000,000



1,000,000



750,000







Partners capital


203,610
(c)


161,487
(c)


471,341
(c)


1,142,478



895,476Cash Flow Data:Cash distributions declared per unit

$
2.435


$
2.045


$
1.605


$
0.1484



N/ACash distributions paid per unit

$
2.435


$
2.045


$
1.605


$
0.1484



N/A 46




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##### Table of Contents



Year Ended December 31,2008


2007


2006


2005


2004(Dollars in thousands, except per-unit amounts)Operating Information:Williams Partners L.P.:Four Corners gathering volumes (BBtu/d)


1,380



1,442



1,500



1,522



1,560Four Corners plant inlet natural gas volumes (BBtu/d)


646



620



678



685



716Four Corners NGL equity sales (million gallons)


162



167



182



165



198Four Corners NGL margin ($/gallon)

$
.75


$
.61


$
.47


$
.37


$
.29Four Corners NGL production (million gallons)


518



545



569



550



566Conway storage revenues

$
31,429


$
28,016


$
25,237


$
20,290


$
15,318Conway fractionation volumes (bpd)  our 50%


39,019



34,460



38,859



39,965



39,062Carbonate Trend gathering volumes (BBtu/d)


22



23



29



36



50Wamsutter  100%:Wamsutter gathering volumes (BBtu/d)


499



516



490



464



452Wamsutter plant inlet natural gas volumes (BBtu/d)


409



425



432



422



417Wamsutter NGL equity sales (million gallons)


139



113



141



160



175Wamsutter NGL margin ($/gallon)

$
.59


$
.48


$
.29


$
.13


$
.11Wamsutter NGL production (million gallons)


415



420



377



419



435Discovery Producer Services  100%:Discovery plant inlet natural gas volumes (BBtu/d)


457



582



467



345



348Discovery gross processing margin ($/MMbtu)

$
.37


$
.33


$
.23


$
.19


$
.17Discovery NGL equity sales (million gallons)


85



99



60



38



61Discovery NGL production (million gallons)


181



252



232



147



134     (a)
    
    Our operations are treated as a partnership with each member
    being separately taxed on its ratable share of our taxable
    income. Therefore, we have excluded income tax expense from this
    financial information.(b)
    
    The period of August 23, 2005 through December 31,
    2005.(c)
    
    Because Four Corners, Wamsutter and a 20% interest in Discovery
    were owned by affiliates of Williams at the time of their
    acquisition by us, the acquisitions are accounted for as a
    combination of entities under common control, whereby the assets
    and liabilities acquired are combined with ours at their
    historical amounts for all periods presented. This accounting
    causes a reduction of the capital balance for the general
    partner for the difference between the historical cost of these
    assets and liabilities and the aggregate consideration paid to
    the general partner. 47




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##### Table of Contents



Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Please
    read the following discussion of our financial condition and
    results of operations in conjunction with the consolidated
    financial statements and related notes included in Item 8
    of this annual report.
  Overview
    
    Gathering and Processing  West
    (West).  Our West segment includes
    (1) Williams Four Corners LLC (Four Corners) and
    (2) certain ownership interests in Wamsutter LLC
    (Wamsutter) consisting of (i) 100% of the Class A
    limited liability company membership interests and (ii) 65%
    of the Class C limited liability company membership
    interests in Wamsutter (together, the Wamsutter Ownership
    Interests). The Four Corners system gathers and processes or
    treats natural gas produced in the San Juan Basin and
    connects with the five pipeline systems that transport natural
    gas to end markets from the basin. The Wamsutter system gathers
    and processes natural gas produced in the Washakie Basin and
    connects with four pipeline systems that transport natural gas
    to end markets from the basin.
    Gathering and Processing  Gulf
    (Gulf).  Our Gulf segment includes (1) our
    60% ownership interest in Discovery Producer Services LLC
    (Discovery) and (2) the Carbonate Trend gathering pipeline
    off the coast of Alabama. Discovery owns an integrated natural
    gas gathering and transportation pipeline system extending from
    offshore in the Gulf of Mexico to its natural gas processing
    facility and NGL fractionator in Louisiana. These systems
    gather, transport and process natural gas and fractionate NGLs
    to customers under a range of contractual arrangements. Although
    Discovery includes fractionation operations, which would
    normally fall within the NGL Services segment, it primarily
    gathers and processes, and is so managed.
    NGL Services.  Our NGL Services segment
    includes three integrated NGL storage facilities and a 50%
    undivided interest in a fractionator near Conway, Kansas. These
    assets provide stand-alone NGL fractionation and storage
    services using various fee-based contractual arrangements.  Executive
    Summary
  per-unit
  Recent
    Events
   48




---



##### Table of Contents



and/or and/or
  18-inch 30-inch 30-inch 30-inch 150 MMcf/d
  20-year per-unit per-unit
    How We
    Evaluate Our Operations
    
    Four Corners and Wamsutters gathering and processing
    throughput volumes;
    Four Corners and Wamsutters NGL margins;
    Discoverys and Carbonate Trends pipeline throughput
    volumes;
    Discoverys gross processing margins;
    Conways fractionation volumes;
    Conways storage revenues; and
    Operating and maintenance expenses. 49




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##### Table of Contents



Gathering,
    Processing and Throughput Volumes
    
    Our Four Corners gathering system and Ignacio, Kutz and Lybrook
    natural gas processing plants;
    Wamsutters gathering system and Echo Springs natural gas
    processing plant;
    Discoverys gathering and transportation system, Larose gas
    processing plant and Paradis fractionator; and
    Our Carbonate Trend transportation pipeline.      Four
    Corners and Wamsutter NGL Margins
    Discovery
    Gross Processing Margins
    
    The rates stipulated under fee-based contracts multiplied by the
    actual volumes processed.
    Sales of NGL volumes received under certain processing contracts
    for Discoverys account and keep-whole contracts.
    Sales of natural gas volumes that are in excess of operational
    needs.   50




---



##### Table of Contents



Conway
  Fractionation Volumes.
  Storage Revenues.
  Operating
    and Maintenance Expenses
    Critical
    Accounting Policies and Estimates
    Impairment
    of Long-Lived Assets and Investments
     51




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##### Table of Contents




    expected future drilling in the area,
    estimated future volumes from currently producing wells and new
    discoveries,
    estimated future gathering rates, and
    estimated operating and maintenance cost increases.  Accounting
    for Asset Retirement Obligations
  and/or
  Environmental
    Remediation Liabilities
    Results
    of Operations
  Consolidated
    Overview
   52




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##### Table of Contents



% Change





% Changefrom





from2008


2007(1)


2007


2006(1)


2006(Dollars in thousands)Revenues

$
637,060



+11
%

$
572,817



+2
%

$
563,410Costs and expenses:Product cost and shrink replacement


206,078



(13
)%


181,698



(4
)%


175,508Operating and maintenance expense


185,901



(15
)%


162,343



(5
)%


155,214Depreciation, amortization and accretion


45,029



+3
%


46,492



(6
)%


43,692General and administrative expense


47,059



(3
)%


45,628



(16
)%


39,440Taxes other than income


9,508



+1
%


9,624



(7
)%


8,961Other (income) expense  net


(3,523
)


NM



12,095



NM



(2,473
)Total costs and expenses


490,052



(7
)%


457,880



(9
)%


420,342Operating income


147,008



+28
%


114,937



(20
)%


143,068Equity earnings  Wamsutter


88,538



+16
%


76,212



+24
%


61,690Discovery investment income


22,357



(22
)%


28,842



+60
%


18,050Interest expense


(67,220
)


(15
)%


(58,348
)


NM



(9,833
)Interest income


706



(76
)%


2,988



+87
%


1,600Net income

$
191,389



+16
%

$
164,631



(23
)%

$
214,575     (1)
    
    + = Favorable Change; ( ) = Unfavorable Change; NM = A
    percentage calculation is not meaningful due to change in signs,
    a zero-value denominator or a percentage change greater than 200.  2008 vs.
    2007
  Revenues
  Product cost and shrink replacement
  Operating and maintenance expense
  Other (income) expense  net
  Operating income per-unit
 53




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##### Table of Contents



Equity earnings  Wamsutter per-unit
  Discovery investment income
  Interest expense
  Interest income
  2007 vs.
    2006
  Revenues
  Product cost and shrink replacement
  Operating and maintenance expense
  General and administrative expense
  Other (income) expense  net
  Operating income
  Equity earnings   Wamsutter
  Discovery investment income
  Interest expense
  Results
    of operations  Gathering and Processing 
    West
    54




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##### Table of Contents



2008


2007


2006(In thousands)Segment revenues

$
560,138


$
513,787


$
502,313Costs and expenses:Product cost and shrink replacement


189,192



170,434



159,997Operating and maintenance expense


156,713



135,782



124,763Depreciation, amortization and accretion


41,215



41,523



40,055General and administrative expense  direct


8,333



7,790



11,920Taxes other than income


8,770



8,869



8,245Other (income) expense  net


(9,709
)


1,698



(2,476
)Total costs and expenses, including interest income


394,514



366,096



342,504Segment operating income


165,624



147,691



159,809Equity earnings  Wamsutter


88,538



76,212



61,690Segment profit

$
254,162


$
223,903


$
221,499   Four
    Corners
  2008 vs.
    2007
  Revenues
    
    $35.3 million from 22% higher average
    per-unit NGL
    sales prices realized on NGL volumes we received under
    keep-whole and percent-of-liquids processing contracts. NGL
    sales prices were sharply higher in the first three quarters of
    2008 compared to 2007; however, NGL sales prices declined
    significantly in the fourth quarter of 2008.
    $6.6 million higher sales of NGLs on behalf of third-party
    producers. Under these arrangements, we purchase NGLs from the
    third-party producers and sell them to an affiliate. This
    increase is offset by higher associated product costs of
    $6.9 million discussed below.
    $4.6 million higher condensate sales resulting primarily
    from higher prices.        Product cost and shrink replacement
 55




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##### Table of Contents



Operating and maintenance expense
  Other (income) expense  net
  Segment operating income
  
    $20.0 million higher NGL margins resulting primarily higher
    per-unit NGL
    margins. Record NGL margins experienced during the first three
    quarters were impacted unfavorably in the fourth-quarter 2008
    when NGL sales prices declined significantly.
    $11.6 million of 2008 involuntary conversion gains.
    $9.0 million higher other revenues.    2007 vs.
    2006
  Revenues
  
    $24.2 million related to a 17% increase in average NGL
    sales prices realized on sales of NGLs which we received under
    certain processing contracts.
    $15.3 million higher sales of NGLs on behalf of third party
    producers from whom we purchase NGLs for a fee under their
    contracts. We subsequently sell the NGLs to an affiliate. This
    increase is offset by higher associated product costs of
    $15.3 million discussed below.      Product cost and shrink replacement
  Operating and maintenance expense
  
    $9.6 million higher non-shrink natural gas purchases caused
    primarily by $7.9 million higher natural gas costs for
    steam generation at our Milagro facility. In 2006, our purchase
    of this natural gas from an affiliate of Williams was favorably
    impacted by that affiliates fixed price natural gas fuel
    contracts. These contracts expired in the fourth quarter of
    2006. Additionally, in 2007 gathering fuel increased
    $3.3 million including approximately $2.3 million
    related to lower customer fuel reimbursements and operational
    inefficiencies caused by the fire at the Ignacio plant. 56




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##### Table of Contents




    $3.9 million higher rent expense related to the purchase of
    a temporary special business license upon the expiration of a
    right-of-way agreement with the Jicarilla Apache Nation.
    $3.4 million higher leased compression costs.    General and administrative expense  direct
  Other (income) expense   net
  Segment operating income
  Outlook
    for 2009
  
    NGL and natural gas commodity prices.  Because
    NGL prices, especially ethane, have recently declined, we expect
    significantly lower
    per-unit NGL
    margins in 2009 compared to 2008. We also anticipate periods
    when it will not be economical to recover ethane, which will
    reduce our margins. We have no hedges in place in 2009 for
    either our NGL sales or our natural gas shrink replacement
    purchases. As evidenced by recent events, NGL, crude and natural
    gas prices are highly volatile. NGL price changes have
    historically tracked with changes in the price of crude oil,
    however ethane prices have recently disassociated from crude
    prices.
    Gathering and processing volumes.  We expect
    average gathering and processing volumes for 2009 to be slightly
    below 2008. Drilling activity by producers is expected to
    decline in 2009 due to the current credit crisis and economic
    downturn, together with the low commodity price environment.
    However, when drilling activity increases, we anticipate that
    capital investments we completed in 2008 will support producer
    customers drilling activity, expansion opportunities and
    production enhancement activities.
    Drilling in Paradox Basin.  Third-party
    producers are drilling in the Paradox Basin in Colorado and we
    expect to be successful in competing for processing contracts
    for this gas.
    Operating costs.  We expect and will pursue
    reductions in certain costs as demand for these resources
    declines.
    Assets on Jicarilla land.  As previously
    discussed, we concluded our negotiations with the Jicarilla
    Apache Nation (JAN) during February 2009 with the execution of a
    20-year
    right-of-way agreement. These terms represent a significant
    increase over our 2008 JAN expense, including the cost of
    our special business licenses with the JAN, of
    $3.5 million. We paid an initial payment of
    $7.3 million upon execution of the agreement. Beginning in
    2010, we will make annual payments of approximately
    $7.5 million and an additional annual payment which varies
    depending on
    per-unit NGL
    margins and the volume of gas gathered by our gathering
    facilities subject to the agreement. Throughout 2009, we will
    record an estimate of the additional annual payment to be paid
    in 2010, based on 2009 NGL margins. Depending primarily on the
    per-unit NGL
    margins for any given year, the additional annual payments could
    approximate the fixed amount. 57




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##### Table of Contents



Wamsutter
    Years Ended December 31,2008


2007


2006(In thousands)Revenues

$
239,534


$
175,309


$
176,546Costs and expenses, including interest:Product cost and shrink replacement


78,809



46,039



71,088Operating and maintenance expense


20,973



18,257



17,047Depreciation and accretion


21,182



18,424



16,189General and administrative expense


13,507



12,623



8,866Taxes other than income


1,868



1,637



1,411Other (income) expense, net


(569
)


944



255Total costs and expenses


135,770



97,924



114,856Net income

$
103,764


$
77,385


$
61,690Williams Partners interest

$
88,538


$
76,212


$
61,690   2008 vs.
    2007
  Revenues
  Product cost and shrink replacement
  Operating and maintenance expense
  Depreciation and accretion
  Net income per-unit
 58




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##### Table of Contents



Our Share


Other


WamsutterWamsutter Net Income Allocation

Class A


Class C


WPZ Total


Class C


Net Income(Millions)Net income, beginning December 1, 2007 up to
    $70.0 million.*

$
62.6


$



$
62.6


$



$
62.6Net income allocation related to 5% of amount over
    $70.0 million


2.1







2.1







2.1Net income for December 2008


1.0







1.0







1.0Net income allocation related to transition support payments
    paid to us


7.6







7.6







7.6Remainder net income allocated to Class C members






15.2



15.2



15.2



30.4Totals

$
73.3


$
15.2


$
88.5


$
15.2


$
103.7     *
    
    $7.4 million of the $70.0 million was recognized in
    2007.  2007 vs.
    2006
  Revenues
  
    Product sales revenues decreased $20.8 million from 20%
    lower NGL volumes Wamsutter received under certain processing
    contracts. Effective January 1, 2007, one significant
    customer made an election to switch from a keep-whole processing
    arrangement to a fee-based processing arrangement for three
    years. This significantly decreased the NGL volumes received by
    Wamsutter under its keep-whole processing contracts. These
    product sales decreases were partially offset by a
    $12.1 million increase related to higher average NGL sales
    prices.
    Gathering and fee-based processing revenue increased
    $5.6 million due to a 9% increase in the average fee and
    $4.4 million due to an 8% increase in average volumes.  Product cost and shrink replacement
  Operating and maintenance expense
  Depreciation and accretion expense
  General and administrative expense
  Net income
 59




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##### Table of Contents



Outlook
    for 2009
  
    NGL margins.  We expect significantly lower
    cash distributions from Wamsutter in 2009 as compared to 2008,
    primarily as a result of lower
    per-unit NGL
    margins. As evidenced by recent events, NGL, crude and natural
    gas prices are highly volatile. NGL price changes have
    historically tracked with changes in the price of crude oil,
    however ethane prices have recently disassociated from crude
    prices. As NGL prices, especially ethane, have declined,
    Wamsutter is experiencing lower
    per-unit NGL
    margins in 2009 compared to 2008. Natural gas prices in the
    Rockies basins have been lower than other areas of the
    country, and we expect this trend to continue. Because natural
    gas cost is a component of Wamsutters NGL margins,
    Wamsutter expects that
    per-unit NGL
    margins may be higher than some other areas of the country.
    However, Wamsutter may still experience periods when it is not
    economical to recover ethane, which will reduce its margins.
    Gathering and processing volumes.  We
    anticipate that our 2009 average gathering volumes will increase
    slightly over 2008 levels as a result of our well connect
    activity, producers sustained drilling activity, expansion
    opportunities and production enhancement activities that should
    be sufficient to more than offset the historical production
    decline.
    Third-party processing.  In 2008, we executed a
    new agreement that extended our ability to send excess
    unprocessed gas to Colorado Interstates Rawlins natural
    gas processing plant through October 2010. This agreement
    provides Wamsutter with third-party processing of
    80 MMcf/d.
    We expect a full year of natural gas processing in 2009 under
    this agreement. As a result, total gas processed will increase,
    Wamsutter will be able to sell higher volumes of NGLs, and
    operating costs will increase approximately $2 million.
    Operating costs.  We expect and will pursue
    reductions in certain costs as demand for these resources
    declines.  Results
    of operations  Gathering and Processing 
    Gulf
    2008


2007


2006(In thousands)Segment revenues

$
2,096


$
2,119


$
2,656Costs and expenses:Operating and maintenance expense


1,668



1,875



1,660Depreciation, amortization and accretion


751



1,249



1,200General and administrative expense  direct










1Other, net


6,187



10,406



Total costs and expenses


8,606



13,530



2,861Segment operating loss


(6,510
)


(11,411
)


(205
)Discovery investment income


22,357



28,842



18,050Segment profit

$
15,847


$
17,431


$
17,845   Carbonate
    Trend
  2008 vs.
    2007
  Segment operating loss
 60




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##### Table of Contents



2007 vs.
    2006
  Segment operating loss
  Discovery
    2008


2007


2006(In thousands)Revenues

$
241,248


$
260,672


$
197,313Costs and expenses, including interest:Product cost and shrink replacement


146,998



155,704



119,552Operating and maintenance expense


36,670



28,988



23,049Depreciation and accretion


21,324



25,952



25,562General and administrative expense


4,500



2,280



2,150Interest income


(650
)


(1,799
)


(2,404
)Other (income) expense, net


(1,994
)


1,476



(679
)Total costs and expenses


206,848



212,601



167,230Net income

$
34,400


$
48,071


$
30,083Williams Partners interest

$
20,641


$
28,842


$
18,050   2008 vs.
    2007
  Revenues
  
    $21.5 million lower sales of NGLs on behalf of third-party
    producers as a result of the hurricanes which is offset by lower
    associated product costs of $21.5 million discussed below.
    $16.8 million decrease from lower NGL volumes processed
    under keep-whole and percent-of-liquids arrangements, including
    lower NGL volumes following Hurricanes Ike and Gustav.    Product cost and shrink replacement
  Operating and maintenance expense
  Depreciation and accretion
  General and administrative expense
 61




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##### Table of Contents



Other (income) expense, net
  Net income
  2007 vs.
    2006
  Revenues
      Product cost and shrink replacement
  Operating and maintenance expense
  Net income
  Outlook
    for 2009
  
    Gross processing margins.  We expect
    significantly lower cash distributions from Discovery in 2009
    compared to 2008 primarily as a result of lower
    per-unit NGL
    margins. As evidenced by recent events, NGL, crude and natural
    gas prices are highly volatile. NGL price changes have
    historically tracked with changes in the price of crude oil,
    however ethane prices have recently disassociated from crude
    prices. As NGL prices, especially ethane, have declined,
    Discovery is experiencing significantly lower gross processing
    margins in 2009 compared to 2008. We anticipate periods when it
    is not economical to recover ethane, which will reduce
    Discoverys margins.
    Plant inlet volumes.  Discoverys Larose
    gas processing plant is currently processing approximately 400
    BBtu/d from all sources and we expect this volume to be similar
    through the first quarter due to the current unfavorable
    economic processing environment. This represents a decrease from
    the 600 BBtu/d being processed prior to Hurricanes
    Gustav and Ike in 2008. Throughout the pipeline repair period,
    Discovery continued to process approximately 200 BBtu/d of
    on-shore gas from third-party pipelines. In the late third
    quarter of 2009, we expect ATP Oil and Gas Corporation will
    begin 62




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##### Table of Contents



delivering volumes of approximately 30 BBtu/d from the dedicated
    blocks in their Gomez prospect and their Mirage and Morgas
    prospects.  
    Hurricane Damage Impact.  We expect little, if
    any, ongoing impact beyond February 2009 from the 2008
    hurricanes. Discoverys
    30-inch
    mainline gathering system was repaired and returned to service
    in mid-January 2009. We expect business interruption insurance
    to largely mitigate lost profits associated with outages beyond
    the 60-day
    deductible period which ended in 2008.
    First Quarter Discovery Distribution.  As a
    result of lower margins and reduced volumes flowing through
    Discoverys offshore gathering system in the first quarter
    of 2009, we do not expect to receive a cash distribution in
    April 2009 from Discoverys first-quarter 2009 operating
    cash flows.
    Tahiti Production.  Discovery expects to begin
    receiving revenues from its Tahiti pipeline lateral by the third
    quarter of 2009 based on Chevrons announcement regarding
    expected timing of first production. Any delays Chevron
    experiences in bringing their production online will further
    impact the initial timing of revenues for Discovery. Discovery
    expects approximately 50 BBtu/d from Tahiti.
    Other new supplies.  During 2009, Discovery
    expects to add approximately 75 BBtu/d of throughput volumes
    from the Clipper, Daniel Boone, Pegasus, Valley Forge and
    Yosemite prospects.
    Operating costs.  As a result of the damage
    caused by the 2008 hurricanes, Discovery expects a significant
    increase in property damage insurance premiums in 2009.  Results
    of operations  NGL Services
    2008


2007


2006(In thousands)Segment revenues

$
74,826


$
56,911


$
58,441Costs and expenses:Product cost


16,886



11,264



15,511Operating and maintenance expense


27,520



24,686



28,791Depreciation and accretion


3,063



3,720



2,437General and administrative expense  direct


2,582



2,190



1,149Other, net


737



746



719Total costs and expenses


50,788



42,606



48,607Segment profit

$
24,038


$
14,305


$
9,834   2008 vs.
    2007
  Segment revenues
  
    Fractionation revenues increased $7.8 million due primarily
    to a 59% higher average fractionation rate and 6% higher
    volumes. The higher average rate is due primarily to the
    December 2007 expiration of a fractionation contract with a cap
    on the
    per-unit
    fee, which limited our ability to pass through increases in
    fractionation fuel expense to this customer.
    Product sales increased $5.4 million due to higher sales
    volumes and an increase in average product sales prices. This
    increase was slightly offset by the related increase in product
    cost discussed below.
    Storage revenues increased $3.4 million due primarily to
    higher storage revenues from new storage leases. 63




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##### Table of Contents



Product cost
  Operating and maintenance expense
  Segment profit
  2007 vs.
    2006
  Segment revenues
  Product cost
  Operating and maintenance expense
  Depreciation and accretion expense
  Segment profit
  Outlook
    for 2009
  
    We expect 2009 storage revenues will remain approximately
    consistent with 2008 due to continued strong demand for propane
    and natural gasoline storage as well as higher priced specialty
    storage services.
    We continue to perform a large number of storage cavern
    workovers and wellhead modifications to comply with KDHE
    regulatory requirements. We expect outside service costs to
    continue at current levels throughout 2009 to ensure that we
    meet the regulatory compliance requirements.  Financial
    Condition and Liquidity
  and/or
 64




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##### Table of Contents



sources of liquidity
  
    Cash and cash equivalents on hand;
    Cash generated from operations, including cash distributions
    from Wamsutter and Discovery; and
    Credit facilities, as needed and available.  liquidity requirements
  
    Maintenance and expansion capital expenditures for our Four
    Corners and Conway assets;
    Contributions we must make to Wamsutter to fund certain of its
    capital expenditures;
    Cash calls from Discovery for hurricane damage repairs, which
    generally should be reimbursed by insurance;
    Interest on our long-term debt; and
    Quarterly distributions to our unitholders.    (in
    millions):
  Cash and cash equivalents

$
116.2Available capacity under our $450 million five-year senior
    unsecured credit facility(1)


188.0Available capacity under our $20 million revolving credit
    facility with Williams as lender


20.0Total

$
324.2     (1)
    
    The original amount has been reduced by $12.0 million due
    to the bankruptcy of the parent company and certain affiliates
    of Lehman Brothers Commercial Bank (Lehman). See Note 10,
    Long-Term Debt, Credit Facilities and Leasing Activities, of our
    Notes to Consolidated Financial Statements. The committed
    amounts of other participating banks under this agreement remain
    in effect and are not impacted by this reduction. Additionally,
    availability of our capacity under this credit facility in
    future periods could be constrained by compliance with required
    covenants.    Wamsutter
    Distributions
  and/or
  Our ShareDate of Distribution

Total Distribution to Members


Class A


Class C


Other Class C3/28/08

$
25,000


$
17,876


$
3,562


$
3,5626/30/08


30,500



18,150



6,175



6,1759/30/08


35,500



18,400



8,550



8,55012/30/08


20,000



17,624



1,188



1,188Total

$
111,000


$
72,050


$
19,475


$
19,475    65




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##### Table of Contents



Discovery
    Distributions
  2008-2009
  Date of Distribution

Total Distribution to Members

Our 60% Share1/30/08

$
28,000


$
16,8004/30/08

$
26,000


$
15,6007/30/08

$
22,000


$
13,20010/30/08

$
18,000


$
10,8001/30/09

$



$
     Insurance
    Recoveries
  18-inch 30-inch 60-day
  Credit
    Facilities
      
    We 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 fiscal quarter
    in which the acquisition occurs and three fiscal quarter-periods
    following such acquisition. At 66




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##### Table of Contents



December 31, 2008, our ratio of consolidated indebtedness
    to the consolidated EBITDA, as calculated under this covenant,
    of approximately 2.98 is in compliance with this covenant.  
    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 Investors Service and the rating from the other
    agency is not less than Ba1 or BB+, as applicable. At
    December 31, 2008, our ratio of consolidated EBITDA to
    consolidated interest expense, as calculated under this
    covenant, of approximately 5.13 is in compliance with this
    covenant.      12-month
    Credit
    Ratings
    Senior UnsecuredRating Agency

Date of Last Change

Outlook

Debt RatingStandard & Poors

November 9, 2007

Stable

BBB-Moodys Investor Service

November 6, 2008

Negative

Ba2Fitch Ratings

May 8, 2008

Stable

BB+  67




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##### Table of Contents



Capital
    Expenditures
    
    Maintenance capital expenditures, which are capital expenditures
    made to replace partially or fully depreciated assets in order
    to maintain the existing operating capacity of our assets,
    including certain well connection expenditures, and to extend
    their useful lives including expenditures which are mandatory
    and/or
    essential for maintaining the reliability of our
    operations; and
    Expansion capital expenditures, which tend to be more
    discretionary than maintenance capital expenditures, include
    expenditures to acquire additional assets to grow our business,
    to expand and upgrade plant or pipeline capacity and to
    construct new plants, pipelines and storage facilities.    Actual ExpendituresDecember 31, 2008

Estimated Expenditures for 2009Company

Maintenance

Expansion

Total

Maintenance

Expansion

TotalFour Corners

$
18.9


$
3.7


$
22.6


$15  20

$
5  10


$20  30Conway


2.9



6.1



9.0


3  6


8  12


11  18Wamsutter (our share)


21.4



3.5



24.9


20  25





20  25Discovery (our share)


0.7



9.0



9.7


1  3


1  3


2  6  68




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##### Table of Contents



Debt
    Service  Long-Term Debt
        Cash
    Distributions to Unitholders
   69




---



##### Table of Contents



Results
    of Operations  Cash Flows
  Williams
    Partners L.P.
  2008

2007

2006(In thousands)Net cash provided by operating activities

$
247,390


$
179,104


$
169,450Net cash used by investing activities


(15,097
)


(385,871
)


(624,213
)Net cash provided (used) by financing activities


(152,325
)


185,423



505,465   Net cash
    provided by operating activities:
          Net cash
    used by investing activities:
        Net cash
    provided (used) by financing activities:
   70




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##### Table of Contents



Wamsutter 
    100%
  Years Ended December 31,2008

2007

2006(In thousands)Net cash provided by operating activities

$
133,641


$
85,541


$
75,641Net cash used by investing activities


(57,539
)


(31,624
)


(36,040
)Net cash used by financing activities


(76,102
)


(53,917
)


(39,601
)   Net cash provided by operating activities
    Net cash used by investing activities
  Net cash used by financing activities
  Discovery 
    100%
  2008

2007

2006(In thousands)Net cash provided by operating activities

$
91,654


$
62,092


$
63,456Net cash used by investing activities


(7,187
)


(5,914
)


(17,162
)Net cash used by financing activities


(80,924
)


(55,252
)


(30,089
)   Net cash provided by operating activities
    Net cash used by investing activities
 71




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##### Table of Contents



Net cash used by financing activities
  Contractual
    Obligations
    2009


2010-2011


2012-2013


2014+


TotalLong-term debt:Principal

$



$
150,000


$
250,000


$
600,000


$
1,000,000Interest


67,804
(a)


130,014



99,517



152,250



449,585Capital leases


















Operating leases(b)


1,357



1,276



90







2,723Purchase obligations


15,958
(c)


240



240



120
(d)


16,558Other long term liabilities(e)


















Total

$
85,119


$
281,530


$
349,847


$
752,370


$
1,468,866     (a)
    
    The assumed interest rate on our $250.0 million term loan
    is based on the forecasted forward LIBOR plus the applicable
    margin.(b)
    
    Subsequent to year end, we entered into a
    20-year
    right-of-way agreement with the JAN, which is considered an
    operating lease. We are required to make a fixed payment of
    $7.5 million annually and an additional annual payment,
    which varies depending on
    per-unit NGL
    margins and the volume of gas gathered by our gathering
    facilities subject to the right-of-way agreement. The table
    above does not include any amounts related to this agreement.(c)
    
    Includes the open purchase orders as of December 31, 2008
    to be paid in 2009.(d)
    
    Year 2014 represents one year of payments associated with an
    operating agreement whose term is tied to the life of the
    underlying gas reserves.(e)
    
    Subsequent to year end, we entered into a five-year agreement
    for compression services. Payments under this agreement will
    vary depending upon the extent and amount of compression
    services needed to meet producer service requirements. The table
    above does not include any amounts related to this agreement,
    which are estimated to be approximately $24.0 million
    annually.    2009


2010-2011


2012-2013


2014+


TotalNotes payable/long-term debt

$



$



$



$



$
Capital leases


















Operating leases


1,362



1,429



50



10



2,851Purchase obligations(a)


74,058



47,313











121,371Other long-term liabilities


















Total

$
75,420


$
48,742


$
50


$
10


$
124,222     (a)
    
    Includes the open purchase orders as of December 31, 2008
    to be paid in 2009 and 2010. This amount includes large growth
    projects of $120.0 million that will be funded by
    contributions from Wamsutters Class B membership,
    which we do not own. 72




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##### Table of Contents



2009


2010-2011


2012-2013


2014+


TotalNotes payable/long-term debt

$



$



$



$



$
Capital leases


















Operating leases


1,241



2,482



2,482



2,105



8,310Purchase obligations


7,917















7,917Other long-term liabilities


















Total

$
9,158


$
2,482


$
2,482


$
2,105


$
16,227   Effects
    of Inflation
  and/or
  Regulatory
    Matters
    Environmental
      and/or
 73




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##### Table of Contents



Form 10-K,
    Item 7A.
    Qualitative
    and Quantitative Disclosures About Market Risk    Commodity
    Price Risk
    Interest
    Rate Risk
   74




---



##### Table of Contents



Fair Value

Fair ValueDecember 31,

December 31,2011

2012

2017

Total

2008

2007(Dollars in millions)Long-term debt:Fixed rate

$
150.0


$



$
600.0


$
750.0


$
591.9


$
777.5Interest rate


7.50
%






7.25
%Variable rate

$



$
250.0


$



$
250.0


$
233.4


$
250.0Interest rate(1)






1.221
%     (1)
    
    The weighted-average interest rate for 2008 is LIBOR plus
    .75 percent. 75




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  MANAGEMENTS
    ANNUAL REPORT ON INTERNAL CONTROL OVER
    FINANCIAL REPORTING
      Internal Control  Integrated
    Framework.
  Form 10-K.
 76




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ON INTERNAL CONTROL OVER FINANCIAL REPORTING
                  
    77




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
          
    78




---



##### Table of Contents



WILLIAMS
    PARTNERS L.P.CONSOLIDATED BALANCE SHEETS
  December 31,2008


2007(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
116,165


$
36,197Accounts receivable:Trade


16,279



12,860Affiliate


11,652



20,402Other


2,919



2,543Product imbalance


6,344



20,660Prepaid expenses


4,102



4,056Reimbursable projects






8,989Other current assets


3,642



3,805Total current assets


161,103



109,512Investment in Wamsutter


277,707



284,650Investment in Discovery Producer Services


184,466



214,526Gross property, plant and equipment


1,265,153



1,239,792Less accumulated depreciation


(624,633
)


(597,503
)Property, plant and equipment, net


640,520



642,289Other noncurrent assets


28,023



32,500Total assets

$
1,291,819


$
1,283,477LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable:Trade

$
22,348


$
35,947Affiliate


11,122



17,676Product imbalance


8,926



21,473Deferred revenue


4,916



4,569Derivative liabilities  affiliate






2,718Accrued interest


18,705



19,500Other accrued liabilities


6,172



8,243Total current liabilities


72,189



110,126Long-term debt


1,000,000



1,000,000Environmental remediation liabilities


2,321



2,599Other noncurrent liabilities


13,699



9,265Commitments and contingent liabilities (Note 14)Partners capital:Common unitholders (52,777,452 and 45,774,728 units
    outstanding at December 31, 2008 and 2007)


1,619,954



1,473,814Subordinated unitholders (7,000,000 units outstanding at
    December 31, 2007)






109,542Accumulated other comprehensive loss






(2,487
)General partner


(1,416,344
)


(1,419,382
)Total partners capital


203,610



161,487Total liabilities and partners capital

$
1,291,819


$
1,283,477    79




---



##### Table of Contents



WILLIAMS
    PARTNERS L.P.CONSOLIDATED STATEMENTS OF INCOME
  Year Ended December 31,2008


2007


2006(Dollars in thousands, except per-unit amounts)Revenues:Product sales:Affiliate

$
314,299


$
267,970


$
255,075Third-party


24,981



22,962



16,919Gathering and processing:Affiliate


37,893



35,819



42,228Third-party


195,056



202,775



206,432Storage


31,429



28,016



25,237Fractionation


17,441



9,622



11,698Other


15,961



5,653



5,821Total revenues


637,060



572,817



563,410Costs and expenses:Product cost and shrink replacement:Affiliate


85,372



73,475



78,201Third-party


120,706



108,223



97,307Operating and maintenance expense:Affiliate


76,735



61,633



53,627Third-party


109,166



100,710



101,587Depreciation, amortization and accretion


45,029



46,492



43,692General and administrative expense:Affiliate


44,065



42,038



34,295Third-party


2,994



3,590



5,145Taxes other than income


9,508



9,624



8,961Other (income) expense  net


(3,523
)


12,095



(2,473
)Total costs and expenses


490,052



457,880



420,342Operating income


147,008



114,937



143,068Equity earnings  Wamsutter


88,538



76,212



61,690Discovery investment income


22,357



28,842



18,050Interest expense


(67,220
)


(58,348
)


(9,833
)Interest income


706



2,988



1,600Net income

$
191,389


$
164,631


$
214,575Allocation of net income for calculation of earnings per unit:Net income

$
191,389


$
164,631


$
214,575Allocation of net income to general partner


56,554



85,190



182,380Allocation of net income to limited partners

$
134,835


$
79,441


$
32,195Basic and diluted earnings per limited partner unit:Net income:Common units

$
2.55


$
1.97


$
1.62Weighted average number of units outstanding:Common units(a)


52,775,710



40,131,195
(b)


18,986,368
(b)     (a)
    
    Includes subordinated units converted to common on
    February 19, 2008.(b)
    
    Includes Class B units converted to common on May 21,
    2007.   80




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##### Table of Contents



WILLIAMS
    PARTNERS L.P.CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
  Accumulated Other


TotalLimited Partners


General


Comprehensive


PartnersCommon


Class B


Subordinated


Partner


Loss


Capital(In thousands)Balance  December 31, 2005

$
108,526


$



$
108,491


$
925,461


$



$
1,142,478Net income  2006


21,181



655



11,606



181,133







214,575Cash distributions


(17,887
)






(11,235
)


(872
)






(29,994
)Issuance of units to public (18,545,030 common units)


625,995



















625,995Issuance of units through private placement (6,805,492
    Class B units)






241,268















241,268Offering costs


(4,168
)


















(4,168
)Distributions to The Williams Companies, Inc.  net














(114,497
)






(114,497
)Adjustment in basis of investment in Discovery Producer Services














(7,400
)






(7,400
)Adjustment in basis of investment in Wamsutter














(39,601
)






(39,601
)Distributions to general partner for purchase of Four Corners














(1,583,000
)






(1,583,000
)Contributions pursuant to the omnibus agreement














6,840







6,840Contributions from general partner














18,614







18,614Other


231



















231Balance  December 31, 2006


733,878



241,923



108,862



(613,322
)






471,341Comprehensive income:Net income  2007


64,546



9,212



14,995



75,878







164,631Other comprehensive loss:Net unrealized losses on cash flow hedges


















(3,763
)


(3,763
)Reclassification into earnings of derivative instrument losses


















1,276



1,276Total other comprehensive loss






















(2,487
)Total comprehensive income






















162,144Cash distributions


(59,573
)


(6,601
)


(14,315
)


(6,792
)






(87,281
)Conversion of Class B units into common
    (6,805,492 units)


244,534



(244,534
)














Distributions to general partner in exchange for additional
    investment in Discovery Producer Services














(78,000
)






(78,000
)Adjustment in basis of investment in Discovery Producer Services














(9,035
)






(9,035
)Issuance of units to public (9,250,000 common units)


335,220



















335,220Issuance of units to general partner (4,163,257 common units)


157,173



















157,173Distributions to general partner in exchange for investment in
    Wamsutter














(750,000
)






(750,000
)Offering costs


(1,927
)


















(1,927
)Adjustment in basis of investment in Wamsutter














(53,807
)






(53,807
)Contributions from general partner














10,334







10,334Contributions pursuant to the omnibus agreement














5,362







5,362Other


(37
)


















(37
)Balance  December 31, 2007


1,473,814







109,542



(1,419,382
)


(2,487
)


161,487Net income  2008


163,917







1,556



25,916







191,389Other comprehensive income:Net unrealized gains on cash flow hedges


















2,903



2,903Reclassification into earnings of derivative instrument gains


















(416
)


(416
)Total other comprehensive income






















2,487Total comprehensive income






















193,876Cash distributions


(124,483
)






(4,025
)


(26,874
)






(155,382
)Conversion of subordinated units into common
    (7,000,000 units)


107,073







(107,073
)










Contributions pursuant to the omnibus agreement














2,981







2,981Issuance of units to public (800,000 common units)


28,992



















28,992Repurchase of units from Williams (800,000 common units)


(28,992
)


















(28,992
)Other


(367
)










1,015







648Balance  December 31, 2008

$
1,619,954


$



$



$
(1,416,344
)

$



$
203,610    81




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##### Table of Contents



WILLIAMS
    PARTNERS L.P.CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2008


2007


2006(In thousands)OPERATING ACTIVITIES:Net income

$
191,389


$
164,631


$
214,575Adjustments to reconcile to cash provided by operations:Depreciation, amortization and accretion


45,029



46,492



43,692Provision for loss on property, plant and equipment


6,827



11,306



Gain on sale of property, plant and equipment










(3,055
)Amortization of gas purchase contract  affiliate






4,754



5,320Gain on involuntary conversion


(11,604
)






Equity earnings of Wamsutter


(88,538
)


(76,212
)


(61,690
)Equity earnings of Discovery Producer Services


(20,641
)


(28,842
)


(18,050
)Distributions related to equity earnings of Wamsutter


95,926







Distributions related to equity earnings of Discovery Producer
    Services


20,641



26,240



12,033Cash provided (used) by changes in assets and liabilities:Accounts receivable


4,955



11,830



(13,564
)Prepaid expenses


(46
)


(369
)


(1,023
)Reimbursable projects


8,989



(8,989
)


Other current assets


(1,373
)


(1,041
)


(920
)Accounts payable


(8,280
)


7,206



(10,600
)Product imbalance


1,769



162



(1,114
)Accrued liabilities


(2,344
)


15,914



6,395Deferred revenue


59



1,709



(170
)Other, including changes in noncurrent assets and liabilities


4,632



4,313



(2,379
)Net cash provided by operating activities


247,390



179,104



169,450INVESTING ACTIVITIES:Purchase of Four Corners










(607,545
)Purchase of additional investment in Discovery Producer Services






(69,061
)


Purchase of investment in Wamsutter






(277,262
)


Cumulative distributions in excess of equity earnings of
    Wamsutter


3,213







Cumulative distributions in excess of equity earnings of
    Discovery Producer Services


35,759



229



4,367Capital expenditures


(45,853
)


(48,481
)


(32,270
)Receipt of insurance proceeds


13,140







Change in accrued liabilities and accounts payable 
    capital expenditures


(11,998
)


8,704



5,078Contribution to Wamsutter


(3,658
)






Contribution to Discovery Producer Services


(5,700
)






(1,600
)Proceeds from sales of property, plant and equipment










7,757Net cash used by investing activities


(15,097
)


(385,871
)


(624,213
)FINANCING ACTIVITIES:Proceeds from sales of common units


28,992



492,393



867,263Proceeds from debt issuances






250,000



750,000Redemption of common units from general partner


(28,992
)






Excess purchase price over the contributed basis of Four Corners










(975,455
)Excess purchase price over the contributed basis of the
    investment in Discovery Producer Services






(8,939
)


Excess purchase price over the contributed basis of the
    investment in Wamsutter






(472,738
)


Payment of debt issuance costs






(1,781
)


(13,138
)Payment of offering costs






(1,927
)


(4,168
)Distributions to The Williams Companies, Inc.










(114,497
)Distributions to unitholders and general partner


(155,382
)


(87,281
)


(29,994
)General partner contributions






10,334



18,614Contributions per omnibus agreement


2,981



5,362



6,840Other


76







Net cash provided (used) by financing activities


(152,325
)


185,423



505,465Increase (decrease) in cash and cash equivalents


79,968



(21,344
)


50,702Cash and cash equivalents at beginning of year


36,197



57,541



6,839Cash and cash equivalents at end of year

$
116,165


$
36,197


$
57,541    82




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1.
    Organization      Note 2.
    Description
    of Business    Gathering and Processing-West. (MMcf/d) 67 MMcf/d.
  500 MMcf/d 390 MMcf/d
  Gathering and Processing-Gulf. 300-mile 600 MMcf/d 22-mile
   83




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NGL Services.
    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.
 84




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounts Receivable.
  Product Imbalances.
  Prepaid Expenses and Leasing
    Activities.
  Reimbursable Projects.
  Derivative Instruments and Hedging
    Activities.
   85




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Derivative Treatment

Accounting MethodNormal purchases and normal sales exception

Accrual accountingDesignated in qualifying hedging relationship

Hedge accountingAll other derivatives

Mark-to-market accounting         Investments.
  Property, Plant and Equipment.
 86




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue Recognition.
  Impairment of Long-Lived Assets and
    Investments.
    and/or
  Environmental.
  Capitalized Interest.
  Income Taxes.
 87




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Earnings Per Unit. 03-6,
  Recent Accounting Standards. 
  No. 07-4, Earnings per Share, No. 07-4 states, No. 07-4,
 88




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 08-6,
  Note 4.
    Allocation
    of Net Income and Distributions    Year Ended December 31,2008


2007


2006Allocation of net income to general partner:Net income

$
191,389


$
164,631


$
214,575Net income applicable to pre-partnership operations allocated to
    general partner






(71,426
)


(184,157
)Beneficial conversion of Class B units*






(5,308
)


Charges allocated directly to general partner:Reimbursable general and administrative costs


1,600



2,400



3,200Carbonate Trend overburden indemnified costs


112







Core drilling indemnified costs










784Total charges allocated directly to general partner


1,712



2,400



3,984Income subject to 2% allocation of general partner interest


193,101



90,297



34,402General partners share of net income


2.0
%


2.0
%


2.0
%General partners allocated share of net income before
    items directly allocable to general partner interest


3,861



1,806



688Incentive distributions paid to general partner**


23,767



5,046



272Charges allocated directly to general partner


(1,712
)


(2,400
)


(3,984
)Pre-partnership net income allocated to general partner interest






71,426



184,157Net income allocated to general partner

$
25,916


$
75,878


$
181,133Net income

$
191,389


$
164,631


$
214,575Net income allocated to general partner


25,916



75,878



181,133Net income allocated to limited partners

$
165,473


$
88,753


$
33,442     *
    
    The $5.3 million allocation of income to the Class B
    units reflects the Class B unit beneficial conversion
    feature resulting from the May 2007 conversion of these
    units into common units on a one-for-one basis. We computed the
    $5.3 million beneficial conversion feature as the product
    of the 6,805,492 Class B units and the difference between
    the fair value of a privately placed common unit on the date of
    issuance ($36.59) and the issue price of a privately placed
    Class B unit ($35.81). 89




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   **
    
    Under the two class method of computing earnings per
    share prescribed by SFAS No. 128, Earnings Per
    Share, we allocate earnings to participating securities as
    if all of the earnings for the period had been distributed. As a
    result, the general partner receives an additional allocation of
    income in quarterly periods where an assumed incentive
    distribution, calculated as if all earnings for the period had
    been distributed, exceeds the actual incentive distribution. The
    additional allocation of income to the general partner for the
    years ended December 31, 2008, 2007 and 2006 was
    $30.6 million, $9.3 million and $1.2 million,
    respectively.  per-unit
      General PartnerIncentivePer Unit

Common

Subordinated

Class B



Distribution

Total CashPayment Date

Distribution

Units

Units

Units

2%

Rights

Distribution2/14/2006

$
0.3500


$
2,452


$
2,450


$



$
100


$



$
5,0025/15/2006

$
0.3800


$
2,662


$
2,660


$



$
109


$



$
5,4318/14/2006

$
0.4250


$
6,204


$
2,975


$



$
189


$
74


$
9,44211/14/2006

$
0.4500


$
6,569


$
3,150


$



$
202


$
199


$
10,1202/14/2007

$
0.4700


$
12,010


$
3,290


$
3,198


$
390


$
603


$
19,4915/15/2007

$
0.5000


$
12,777


$
3,500


$
3,403


$
421


$
965


$
21,0668/14/2007

$
0.5250


$
16,989


$
3,675


$



$
447


$
1,267


$
22,37811/14/2007

$
0.5500


$
17,799


$
3,850


$



$
487


$
2,211


$
24,3472/14/2008

$
0.5750


$
26,321


$
4,025


$



$
706


$
4,231


$
35,2835/15/2008

$
0.6000


$
31,665


$



$



$
758


$
5,499


$
37,9228/14/2008

$
0.6250


$
32,984


$



$



$
811


$
6,765


$
40,56011/14/2008

$
0.6350


$
33,513


$



$



$
832


$
7,272


$
41,6172/13/2009(a)

$
0.6350


$
33,513


$



$



$
832


$
7,272


$
41,617     (a)
    
    On February 13, 2009, we paid a cash distribution of $0.635
    per unit on our outstanding common units to unitholders of
    record on February 6, 2009.  Note 5.
    Related
    Party Transactions   90




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             91




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                Note 6.
    Equity
    Investments  Wamsutter
         92




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    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. At
    December 31, 2008, we owned 50% of the Class C units.     93




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Our Share


Other


WamsutterWamsutter Net Income Allocation

Class A


Class C


WPZ Total


Class C


Net Income(Dollars in millions)Net income, beginning December 1, 2007 up to
    $70.0 million.*

$
62.6


$



$
62.6


$



$
62.6Net income allocation related to 5% of amount over
    $70.0 million


2.1







2.1







2.1Net income for December 2008


1.0







1.0







1.0Net income allocation related to transition support payments
    paid to us


7.6







7.6







7.6Remainder net income allocated to Class C members






15.2



15.2



15.2



30.4Totals

$
73.3


$
15.2


$
88.5


$
15.2


$
103.7     *
    
    $7.4 million of the $70.0 million was recognized in
    2007.          December 31,2008


2007Current assets

$
17,147


$
27,114Property, plant and equipment


318,072



275,163Non-current assets


468



191Current liabilities


(16,960
)


(13,016
)Non-current liabilities


(4,353
)


(2,740
)Members capital

$
314,374


$
286,712   94




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended December 31,2008


2007


2006Revenues:Product sales:Affiliate

$
134,776


$
93,744


$
113,484Third-party


27,384



7,447



Gathering and processing services


68,670



67,904



57,859Other revenues


8,704



6,214



5,203Costs and expenses excluding depreciation and accretion:Affiliate


74,388



46,834



68,041Third-party


40,200



32,666



30,626Depreciation and accretion


21,182



18,424



16,189Net income

$
103,764


$
77,385


$
61,690Williams Partners interest  equity earnings

$
88,538


$
76,212


$
61,690   Discovery
    Producer Services
        Years Ended December 31,2007


2006Cash distributions from Discovery to Williams

$
(9,035
)

$
(8,200
)Williams capital contributions to Discovery






800$
(9,035
)

$
(7,400
)    95




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31,2008


2007Current assets

$
50,978


$
78,035Non-current restricted cash


3,470



6,222Property, plant and equipment


370,482



368,228Current liabilities


(45,234
)


(33,820
)Non-current liabilities


(19,771
)


(12,216
)Members capital

$
359,925


$
406,449   Years Ended December 31,2008


2007


2006Revenues:Affiliate

$
209,994


$
220,960


$
160,825Third-party


31,254



39,712



36,488Costs and expenses:Affiliate


96,912



101,581



74,316Third-party


110,508



113,207



97,394Interest income


(650
)


(1,799
)


(2,404
)Foreign exchange (gain) loss


78



(388
)


(2,076
)Net income

$
34,400


$
48,071


$
30,083Discovery investment income:Williams Partners interest  equity earnings

$
20,641


$
28,842


$
18,050Investing income


1,716







$
22,357


$
28,842


$
18,050   Note 7.
    Other
    (Income) Expense    Years Ended December 31,2008


2007


2006Involuntary conversion gain

$
(11,604
)

$



$
Impairment of Carbonate Trend pipeline


6,187



10,406



Gain on sale of LaMaquina carbon dioxide treating facility










(3,619
)Other


1,894



1,689



1,146Total

$
(3,523
)

$
12,095


$
(2,473
)  96




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Involuntary conversion gain.
  Impairment of Carbonate Trend Pipeline.
  LaMaquina Carbon Dioxide Treating Facility.
  Note 8.
    Property,
    Plant and Equipment    December 31,


Estimated2008


2007


Depreciable Lives(In thousands)Land and right of way

$
43,246


$
42,657



0-30 yearsGathering pipelines and related equipment


838,214



830,437



20-30 yearsProcessing plants and related equipment


183,222



149,855



30 yearsFractionation plant and related equipment


16,540



16,720



30 yearsStorage plant and related equipment


87,803



80,837



30 yearsBuildings and other equipment


77,287



90,356



3-45 yearsConstruction work in progress


18,841



28,930Total property, plant and equipment


1,265,153



1,239,792Accumulated depreciation


624,633



597,503Net property, plant and equipment

$
640,520


$
642,289    97




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007(In thousands)Balance, January 1

$
8,743


$
4,476Liabilities incurred during the period


355



2,950Liabilities settled during the period






(64
)Accretion expense


752



1,474Estimate revisions


3,615



(93
)Balance, December 31

$
13,465


$
8,743   Note 9.
    Major
    Customers and Concentrations of Credit Risk  Major
    customers
    Concentrations
    of Credit Risk
      December 31,2008


2007(In thousands)Gathering and Processing  West:Natural gas gathering and processing

$
14,516


$
11,512Other


801



471Gathering and Processing  Gulf:Natural gas gathering


203



324Other






881NGL Services:Fractionation services


1,025



303Amounts due from fractionator partners


1,439



1,068Storage


681



735Other


34



Accrued interest and other


499



109Affiliate


11,652



20,402$
30,850


$
35,805    98




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 10.
    Long-Term
    Debt, Credit Facilities and Leasing Activities  Long-Term
    Debt
    Interest


December 31,Rate


2008


2007(Millions)Credit agreement term loan, adjustable rate, due 2012


(a
)

$
250.0


$
250.0Senior unsecured notes, fixed rate, due 2017


7.25
%


600.0



600.0Senior unsecured notes, fixed rate, due 2011


7.50
%


150.0



150.0Total Long-term debt





$
1,000.0


$
1,000.0     (a)
    
    1.2213% at December 31, 2008      Credit
    Facilities
   99




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    We 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 fiscal quarter in
    which the acquisition occurs and three fiscal quarter-periods
    following such acquisition. At December 31, 2008, our ratio
    of consolidated indebtedness to consolidated EBITDA, as
    calculated under this covenant, of approximately 2.98 is in
    compliance with this covenant.
    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 Investors Service and the rating from the other
    agencies is not less than Ba1 or BB+, as applicable. At
    December 31, 2008, our ratio of consolidated EBITDA to
    consolidated interest expense, as calculated under this
    covenant, of approximately 5.13 is in compliance with this
    covenant.    12-month
    Leasing
    Activities
    20-year
 100




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  per-unit per-unit
    (In thousands)2009

$
1,3572010


8802011


3962012


902013 and thereafter


$
2,723     Note 11.
    Partners
    Capital      Limited
    Partners Rights
    
    Right to receive distributions of available cash within
    45 days after the end of each quarter.
    No limited partner shall have any management control over our
    business and affairs; the general partner shall conduct, direct
    and manage our activities.
    The general partner may be removed if such removal is approved
    by the unitholders holding at least
    662/3%
    of the outstanding units voting as a single class, including
    units held by our general partner and its affiliates. 101




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Subordinated
    Units
    Class B
    Units
    Incentive
    Distribution Rights
    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 12.
    Financial
    Instruments and Fair Value Measurements  Financial
    Instruments
    Cash and cash equivalents.
  Long-term debt.
  Energy commodity swap agreements.
 102




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Carrying
    amounts and fair values of our financial instruments
  2008

2007Carrying

Fair

Carrying

FairAsset (Liability)

Amount

Value

Amount

Value(In thousands)Cash and cash equivalents

$
116,165


$
116,165


$
36,197


$
36,197Long-term debt


(1,000,000
)


(825,289
)


(1,000,000
)


(1,027,499
)Energy commodity swap agreements










(2,487
)


(2,487
)   Fair
    Value Measurements
  Adoption
    of SFAS No. 157
  FAS 157-2
      
    Level 1  Quoted prices in active markets for
    identical assets or liabilities that we have the ability to
    access. Active markets are those in which transactions for the
    asset or liability occur in sufficient frequency and volume to
    provide pricing information on an ongoing basis.
    Level 2  Inputs are other than quoted prices in
    active markets included in Level 1, that are either
    directly or indirectly observable. These inputs are either
    directly observable in the marketplace or indirectly observable
    through corroboration with market data for substantially the
    full contractual term of the asset or liability being measured.
    Level 3  Includes inputs that are not observable
    for which there is little, if any, market activity for the asset
    or liability being measured. These inputs reflect
    managements best estimate of the assumptions 103




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  market participants would use in determining fair value. Our
    Level 3 consists of instruments valued with valuation
    methods that utilize unobservable pricing inputs that are
    significant to the overall fair value.        Level 3
    Fair-Value Measurements Using Significant Unobservable Inputs
    Twelve Months Ended December 31, 2008
    (In thousands)
  Net DerivativeAsset (Liability)Balance as of January 1, 2008

$
(2,487
)Total gains (losses) recognized in earnings:Hedge ineffectiveness


(200
)Reclassification from other comprehensive income


416Unrealized gains (losses) deferred in other comprehensive
    income, net of amounts reclassified


2,487(Gains) losses realized in settlements


(216
)Purchases, issuances and transfers in/(out) of Level 3


Balance as of December 31, 2008

$
Unrealized gains included in net income relating to instruments
    still held at December 31, 2008

$
     Energy
    Commodity Cash Flow Hedges
   104




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 13.
    Long-Term
    Incentive Plan      Note 14.
    Commitments
    and Contingencies  Commitments.
  5-year
  Environmental Matters-Four Corners.
       105




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Environmental Matters-Conway. and/or
    Will Price.
  Grynberg.
  GEII Litigation.
 106




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other.
  Summary.
  Note 15.
    Segment
    Disclosures    107




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Gathering &


Gathering &Processing -


Processing -


NGLWest


Gulf


Services


Total(In thousands)2008Segment revenues:Product sales

$
322,583


$



$
16,697


$
339,280Gathering and processing


230,853



2,096







232,949Storage










31,429



31,429Fractionation










17,441



17,441Other


6,702







9,259



15,961Total revenues


560,138



2,096



74,826



637,060Product cost and shrink replacement


189,192







16,886



206,078Operating and maintenance expense


156,713



1,668



27,520



185,901Depreciation, amortization and accretion


41,215



751



3,063



45,029Direct general and administrative expenses


8,333







2,582



10,915Other, net


(939
)


6,187



737



5,985Segment operating income (loss)


165,624



(6,510
)


24,038



183,152Investment income


88,538



22,357







110,895Segment profit

$
254,162


$
15,847


$
24,038


$
294,047Reconciliation to the Consolidated Statement of Income:Segment operating income













$
183,152General and administrative expenses:Allocated  affiliate














(33,707
)Third-party direct














(2,437
)Operating income













$
147,008Other financial information:Segment assets

$
1,248,110


$
379,060


$
127,315


$
1,754,485Other assets and eliminations














(462,666
)Total assets













$
1,291,819Equity method investments

$
277,707


$
184,466


$



$
462,173Additions to long-lived assets

$
36,833


$



$
9,020


$
45,853   108




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Gathering &


Gathering &Processing -


Processing -


NGLWest


Gulf


Services


Total(In thousands)2007Segment revenues:Product sales

$
279,600


$



$
11,332


$
290,932Gathering and processing


236,475



2,119







238,594Storage










28,016



28,016Fractionation










9,622



9,622Other


(2,288
)






7,941



5,653Total revenues


513,787



2,119



56,911



572,817Product cost and shrink replacement


170,434







11,264



181,698Operating and maintenance expense


135,782



1,875



24,686



162,343Depreciation, amortization and accretion


41,523



1,249



3,720



46,492Direct general and administrative expenses


7,790







2,190



9,980Other, net


10,567



10,406



746



21,719Segment operating income (loss)


147,691



(11,411
)


14,305



150,585Equity earnings


76,212



28,842







105,054Segment profit

$
223,903


$
17,431


$
14,305


$
255,639Reconciliation to the Consolidated Statement of Income:Segment operating income













$
150,585General and administrative expenses:Allocated  affiliate














(32,546
)Third-party direct














(3,102
)Operating income













$
114,937Other financial information: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   109




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Gathering &


Gathering &Processing -


Processing -


NGLWest


Gulf


Services


Total(In thousands)2006Segment revenues:Product sales

$
255,907


$



$
16,087


$
271,994Gathering and processing


246,004



2,656







248,660Storage










25,237



25,237Fractionation










11,698



11,698Other


402







5,419



5,821Total revenues


502,313



2,656



58,441



563,410Product cost and shrink replacement


159,997







15,511



175,508Operating and maintenance expense


124,763



1,660



28,791



155,214Depreciation, amortization and accretion


40,055



1,200



2,437



43,692Direct general and administrative expenses


11,920



1



1,149



13,070Other, net


5,769







719



6,488Segment operating income


159,809



(205
)


9,834



169,438Equity earnings


61,690



18,050







79,740Segment profit

$
221,499


$
17,845


$
9,834


$
249,178Reconciliation to the Consolidated Statement of Income:Segment operating income













$
169,438General and administrative expenses:Allocated  affiliate














(23,721
)Third-party direct














(2,649
)Operating income













$
143,068Other financial information:Segment assets

$
936,317


$
281,084


$
78,490


$
1,295,891Other assets and eliminations














(3,592
)Total assets













$
1,292,299Equity method investments

$
262,245


$
221,187


$



$
483,432Additions to long-lived assets

$
25,889


$



$
6,381


$
32,270  110




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##### Table of Contents



QUARTERLY
    FINANCIAL DATA
    (Unaudited)  per-unit
  First

Second

Third

FourthQuarter

Quarter

Quarter

Quarter2008Revenues

$
150,362


$
178,245


$
175,713


$
132,740Costs and operating expenses


124,050



136,033



127,737



102,232Net income


43,629



71,822



60,833



15,105
(a)(b)Basic and diluted net income per limited partner unit:Net income:Common units

$
0.66


$
0.92


$
0.82


$
0.15Subordinated units(c)

$
0.66


$



$



$
   First

Second

Third

FourthQuarter

Quarter

Quarter

Quarter2007Revenues

$
133,815


$
139,269


$
149,576


$
150,157Costs and operating expenses


110,530



103,811



114,077



129,462Net income


25,137



46,742



47,901



44,851
(d)Basic and diluted net income per limited partner unit:Income before cumulative effect of change in accounting
    principle:Common units

$
0.31


$
0.48
(e)

$
0.62


$
0.56Subordinated units

$
0.31


$
0.48
(e)

$
0.62


$
0.56Net income:Common units

$
0.31


$
0.48
(e)

$
0.62


$
0.56Subordinated units

$
0.31


$
0.48
(e)

$
0.62


$
0.56     (a)
    
    During September 2008, Discoverys offshore gathering
    system sustained hurricane damage and was unable to accept gas
    from producers while repairs were being made through the end of
    2008. In addition, throughout the fourth quarter of 2008 we have
    seen significantly lower
    per-unit
    margins as NGL prices, especially ethane, declined along with
    the price of crude oil. These lower NGL margins have
    significantly reduced the profitability of our gathering and
    processing businesses including Four Corners and our ownership
    interests in Wamsutter and Discovery.(b)
    
    The fourth quarter of 2008 includes a $6.2 million
    impairment of the Carbonate Trend pipeline (see Note 7
    Other (Income) Expense).(c)
    
    Subordinated units converted to common on February 19, 2008.(d)
    
    The fourth quarter of 2007 included a $10.4 million
    impairment of the Carbonate Trend pipeline (see Note 7
    Other (Income) Expense) and reduction in operating income from
    the shutdown of the Ignacio gas processing plant resulting from
    a fire.(e)
    
    We retrospectively adjusted earnings per unit for the second
    quarter of 2007 to reflect the conversion of our outstanding
    Class B units into common units on a one-for-one basis,
    which occurred on May 21, 2007. 111




---



##### Table of Contents



2008

2007

2006(Dollars in thousands)Net income allocated to limited partners by quarter:First quarter

$
34,718


$
12,225


$
4,898Second quarter


48,814



19,017



3,795Third quarter


43,378



24,492



12,213Fourth quarter


7,925



23,707



11,289Weighted average common units outstanding by quarter:First quarter


52,774,728



39,358,798



14,006,146Second quarter


52,774,728



39,358,798



14,923,619Third quarter


52,775,912



39,359,555



21,597,072Fourth quarter


52,777,452



42,422,444



25,266,210  112




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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  Disclosure
    Controls and Procedures
      Managements
    Annual Report on Internal Control over Financial
    Reporting
    Report of
    Independent Registered Public Accounting Firm on Internal
    Control Over Financial Reporting
    Changes
    in Internal Controls Over Financial Reporting
    Item 9B.
    Other
    Information  Form 8-K
 PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance   113




---



##### Table of Contents



Name

Age

Position with Williams Partners GP LLCSteven J. Malcolm


60


Chairman of the Board and Chief Executive OfficerDonald R. Chappel


57


Chief Financial Officer and DirectorAlan S. Armstrong


46


Chief Operating Officer and DirectorJames J. Bender


52


General CounselH. Michael Krimbill


55


Director and Member of Audit and Conflicts CommitteesBill Z. Parker


61


Director and Member of Audit and Conflicts CommitteesAlice M. Peterson


56


Director and Member of Audit and Conflicts CommitteesRodney J. Sailor


50


Director and Treasurer     Steven J. Malcolm
  Donald R. Chappel
  Alan S. Armstrong
 114




---



##### Table of Contents



James J. Bender
  H. Michael Krimbill
  Bill Z. Parker
  Alice M. Peterson tm start-up
  Rodney J. Sailor
  Governance
   115




---



##### Table of Contents



Director
    Independence
    http://www.williamslp.com
  
    the director, or an immediate family member of the director, has
    received during any twelve-month period within the last three
    years more than $120,000 per year in direct compensation from
    our general partner, us and any parent or subsidiary in a
    consolidated group with such entities (collectively, the
    Partnership Group), other than board and committee fees and
    pension or other forms of deferred compensation for prior
    service (provided such compensation is not contingent in any way
    on continued service). Neither compensation received by a
    director for former service as an interim chairman or chief
    executive officer or other executive officer nor compensation
    received by an immediate family member for service as an
    employee (other than an executive officer) of the Partnership
    Group will be considered in determining independence under this
    standard.
    the director is a current employee, or has an immediate family
    member who is a current executive officer, of another company
    that has made payments to, or received payments from, the
    Partnership Group for property or services in an amount which,
    in any of the last three fiscal years, exceeds the greater of
    $1.0 million, or 2% of the other companys
    consolidated gross annual revenues. Contributions to tax exempt
    organizations are not considered payments for
    purposes of this standard.
    the director is, or has been within the last three years, an
    employee of the Partnership Group, or an immediate family member
    is, or has been within the last three years, an executive
    officer, of the Partnership Group. Employment as an interim
    chairman or chief executive officer or other executive officer
    will not disqualify a director from being considered independent
    following that employment.
    (i) the director is a current partner or employee of a firm
    that is the present or former internal or external auditor for
    the Partnership Group, (ii) the director has an immediate
    family member who is a current partner of such a firm,
    (iii) the director has an immediate family member who is a
    current employee of such a firm and personally works on the
    Partnership Groups audit (iv) the director or an
    immediately family member was within the last three years a
    partner or employee of such a firm and personally worked on an
    audit for the Partnership Group within that time.
    if the director or an immediate family member is, or has been
    within the last three years, employed as an executive officer of
    another company where any of the Partnership Groups
    present executive officers at the same time serves or served on
    that companys compensation committee.
    if the board of directors determines that a discretionary
    contribution made by any member of the Partnership Group to a
    non-profit organization with which a director, or a
    directors spouse, has a relationship, impacts the
    directors independence.   116




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##### Table of Contents



and/or
      Meeting
    Attendance and Preparation
    Executive
    Sessions of Non-Management Directors
    Communications
    with Directors
  http://www.williamslp.com.
    c/o Williams
  c/o Williams
  E-mail:
 117




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##### Table of Contents



Board
    Committees
    Board
    Committee Membership
  Audit

ConflictsCommittee

CommitteeH. Michael Krimbill


ü



üBill Z. Parker


ü



Alice M. Peterson






ü     ü
    
    = committee member
    
    = chairperson  Audit
    Committee
    Conflicts
    Committee
    Code of
    Business Conduct and Ethics
  http://www.williamslp.com
  Internet
    Access to Governance Documents
  http://www.williamslp.com
 118




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##### Table of Contents



Section 16(a)
    Beneficial Ownership Reporting Compliance
    Transfer
    Agent and Registrar
    02940-3069  (781) 575-2879 (877) 498-8861  (800) 952-9245
    
  CEO/CFO
    Certifications
   119




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##### Table of Contents



REPORT OF
    THE AUDIT COMMITTEE
    
    reviewed and discussed the audited financial statements in this
    annual report on
    Form 10-K
    with management, including a discussion of the quality, not just
    the acceptability, of the accounting principles, the
    reasonableness of significant judgments and the clarity of
    disclosures in the financial statements;
    reviewed with Ernst & Young LLP, the independent
    auditors, who are responsible for expressing an opinion on the
    conformity of those audited financial statements with generally
    accepted accounting principles, their judgments as to the
    quality and acceptability of Williams Partners L.P.s
    accounting principles and such other matters as are required to
    be discussed with the audit committee under generally accepted
    auditing standards;
    received the written disclosures and the letter from
    Ernst & Young LLP required by applicable requirements
    of the Public Company Accounting Oversight Board regarding the
    independent accountants communications with the audit
    committee concerning independence, and discussed with
    Ernst & Young LLP its independence;
    discussed with Ernst & Young LLP the matters required
    to be discussed by the statement on Auditing Standards
    No. 61, as amended, as adopted by the Public Company
    Accounting Oversight Board in Rule 3200T;
    discussed with Williams Partners L.P.s internal auditors
    and Ernst & Young LLP the overall scope and plans for
    their respective audits. The audit committee meets with the
    internal auditors and Ernst & Young LLP, with and
    without management present, to discuss the results of their
    examinations, their evaluations of Williams Partners L.P.s
    internal controls and the overall quality of Williams Partners
    L.P.s financial reporting;
    based on the foregoing reviews and discussions, recommended to
    the board of directors that the audited financial statements be
    included in the annual report on
    Form 10-K
    for the year ended December 31, 2008, for filing with the
    SEC; and
    approved the selection and appointment of Ernst &
    Young LLP to serve as Williams Partners L.P.s independent
    auditors.             120




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##### Table of Contents



Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  http://www.sec.gov http://www.williams.com
  Executive
    Compensation
    http://www.sec.gov http:/www.williams.com
  Compensation
    Committee Interlocks and Insider Participation
   121




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##### Table of Contents



Board
    Report on Compensation
  Form 10-K.
  
  Compensation
    of Directors
      Director
    Compensation Fiscal Year 2008
  Change in PensionValue andNonqualifiedNon-Equity

DeferredFees Earned or Paid

Unit

Option

Incentive Plan

Compensation

All OtherName

in Cash

Awards(1)

Awards

Compensation

Earnings

Compensation

TotalH. Michael Krimbill

$
60,000


$
47,628
(2)

















$
107,628Bill Z. Parker

$
60,000


$
24,995
(3)

















$
84,995Alice M. Peterson

$
60,000


$
24,995
(4)

















$
84,995  122




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##### Table of Contents



(1)
    
    Awards were granted under the Williams Partners GP LLC Long-Term
    Incentive Plan. Awards are in the form of restricted units and
    are shown using a dollar value equal to the 2008 compensation
    expense computed in accordance with Statement of Financial
    Accounting Standards No. 123(R). Cash distributions are
    paid on these restricted units at the same time and same rate as
    distributions paid to our unitholders.(2)
    
    The grant date fair value for the 2008 restricted units for
    Mr. Krimbill is $24,988. At fiscal year end,
    Mr. Krimbill had an aggregate of 908 restricted units
    outstanding.(3)
    
    The grant date fair value for the 2008 restricted units for
    Mr. Parker is $24,988. At fiscal year end, Mr. Parker
    had an aggregate of 908 restricted units outstanding.(4)
    
    The grant date fair value for the 2008 restricted units for
    Ms. Peterson is $24,988. At fiscal year end,
    Ms. Peterson had an aggregate of 908 restricted units
    outstanding.  Long-Term
    Incentive Plan
      Restricted
    Units
     123




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    
    each person known by us to be a beneficial owner of more than 5%
    of the 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.      74172-0172.
  124




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##### Table of Contents



PercentageCommon Units

of Total Common UnitsName of Beneficial Owner

Beneficially Owned

Beneficially OwnedThe Williams Companies, Inc.(a)


11,613,527



22.00
%Williams Energy Services, LLC(a)


8,787,149



16.65
%Williams Partners GP LLC(a)


3,363,527



6.37
%Williams Energy, L.L.C.(a)


2,952,233



5.59
%MAPCO Inc.(a)


2,952,233



5.59
%Williams Partners Holdings LLC(a)


2,826,378



5.36
%Kayne Anderson Capital Advisors, 
    L.P./Richard A. Kayne(b)


4,198,808



7.96
%Prudential Financial, Inc.(c)


3,099,864



5.87
%Jennison Associates LLC(d)


3,098,249



5.87
%Alan S. Armstrong(e)


20,000




*James J. Bender


10,000




*Donald R. Chappel


10,000




*H. Michael Krimbill


47,151




*Steven J. Malcolm(f)


25,100




*Bill Z. Parker


9,524




*Alice M. Peterson


4,524




*Rodney J. Sailor


0




*All directors and executive officers as a group (eight persons)


126,299




*     *
    
    Less than 1%.(a)
    
    As noted in the Schedule 13D/A filed with the SEC on
    February 28, 2008, The Williams Companies, Inc. is the
    ultimate parent company of Williams Energy Services, LLC,
    Williams Partners GP LLC, Williams Energy, L.L.C., Williams
    Discovery Pipeline LLC and Williams Partners Holdings LLC and
    may, therefore, be deemed to beneficially own the units held by
    each of these companies. The Williams Companies, Inc.s
    common stock is listed on the New York Stock Exchange under the
    symbol WMB. The Williams Companies, Inc. files
    information with or furnishes information to, the Securities and
    Exchange Commission pursuant to the information requirements of
    the Securities Exchange Act of 1934 (the Act). Williams
    Discovery Pipeline LLC is the record holder of 1,425,466 common
    units. Williams Energy Services, LLC is the record owner of
    1,045,923 common units and, as the sole stockholder of MAPCO
    Inc. and the sole member of Williams Discovery Pipeline LLC and
    Williams Partners GP LLC, may, pursuant to
    Rule 13d-3,
    be deemed to beneficially own the units beneficially owned by
    MAPCO Inc., Williams Discovery Pipeline LLC and Williams
    Partners GP LLC. MAPCO Inc., as the sole member of Williams
    Energy, L.L.C., may, pursuant to
    Rule 13d-3,
    be deemed to beneficially own the units held by Williams Energy,
    L.L.C. The address of these companies is One Williams Center,
    Tulsa, Oklahoma 74172.(b)
    
    Based solely on the Schedule 13G filed with the SEC on
    February 12, 2009, Kayne Anderson Capital Advisors, L.P.
    (Kayne Capital), an investment advisor registered under
    Section 203 of the Investment Advisors Act of 1940, and
    Richard A. Kayne, a U.S. citizen, may be deemed to be the
    beneficial owner of units owned by investment accounts
    (investment limited partnerships, a registered investment
    company and institutional accounts) managed, with discretion to
    purchase or sell securities, by Kayne Capital. The
    Schedule 13G notes that Mr. Kayne is the controlling
    shareholder of the corporate owner of Kayne Anderson Investment
    Management, Inc., the general partner of Kayne Capital, and is
    also a limited partner of each of the limited partnerships and a
    shareholder of the registered investment company. The address of
    Kayne Capital and Mr. Kayne is 1800 Avenue of the Stars,
    Second Floor, Los Angeles, California 90067. 125




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##### Table of Contents



(c)
    
    Based solely on the Schedule 13G/A filed with the SEC on
    February 6, 2009, Prudential Financial, Inc. (Prudential),
    a Parent Holding Company as defined in the Act, may be deemed to
    be the beneficial owner of securities beneficially owned by the
    Registered Investment Advisors and Broker Dealers listed in such
    Schedule 13G/A, of which Prudential is the direct or
    indirect parent, and may have direct or indirect voting power
    and/or investment discretion over the reported common units
    which are held for Prudentials benefit or for the benefit
    of its clients by its separate accounts, externally managed
    accounts, registered investment companies, subsidiaries and/or
    affiliates. The 13G/A indicates that Prudential has sole voting
    and dispositive power over 1,115 common units and shared voting
    and dispositive power over 3,098,749 common units. The
    Schedule 13G/A notes that Prudential reported the combined
    holdings of these entities for the purpose of administrative
    convenience. The address of Prudential is 751 Broad Street,
    Newark, New Jersey
    07102-3777.(d)
    
    Based solely on the Schedule 13G/A filed with the SEC on
    February 17, 2009, Jennison Associates LLC (Jennison), an
    Investment Advisor as defined in the Act, may be deemed to be
    the beneficial owner of securities beneficially owned by
    investment companies, insurance separate accounts and
    institutional clients (managed portfolios) for which it acts as
    an investment advisor. The 13G/A indicates that one such managed
    portfolio, Prudential Sector Funds, Inc., d/b/a JennisonDryden
    Sector Funds, Jennison Utility Fund, owns more than 5% of the
    class of securities which are the subject of this report. The
    Schedule 13G/A notes that Prudential indirectly owns 100%
    of equity interests of Jennison, and may have direct or indirect
    voting power and/or dispositive power over the common units
    which Jennison may be deemed to beneficially own. The
    Schedule 13G/A further notes that Jennison does not file
    jointly with Prudential and the common units reported by
    Jennison in its Schedule 13G/A may be included in the
    common units reported in the Schedule 13G/A filed by
    Prudential. The address of Jennison is 466 Lexington Avenue, New
    York, New York 10017.(e)
    
    Mr. Armstrong is the trustee of The Shelly Stone Armstrong
    Trust dated August 10, 2004, and has the right to receive
    or the power to direct the receipt of dividends from, or the
    proceeds from the sale of, 10,000 common units that are held by
    the trust.(f)
    
    Represents units beneficially owned by Mr. Malcolm that are
    held by the Steven J. Malcolm Revocable Trust.    Shares of CommonStock Owned

Shares UnderlyingDirectly or

Options ExercisableName of Beneficial Owner

Indirectly(a)

Within 60 Days(b)

Total

Percent of ClassAlan S. Armstrong


150,918



219,489



370,407




*James J. Bender


137,900



123,670



261,570




*Donald R. Chappel


290,567



396,145



686,712




*Steven J. Malcolm


904,524



1,917,876



2,822,400




*Rodney J. Sailor


33,583



53,530



87,113




*Bill Z. Parker














Alice M. Peterson














H. Michael Krimbill














All directors and executive officers as a group (eight persons)


1,517,492



2,710,710



4,228,202




*     *
    
    Less than 1%.(a)
    
    Includes shares held under the terms of incentive and investment
    plans as follows: Mr. Armstrong, 15 shares in The
    Williams Companies Investment Plus Plan, 107,259 restricted
    stock units and 43,644 beneficially owned shares;
    Mr. Bender, 2,800 shares owned by children, 101,538
    restricted stock units and 126




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##### Table of Contents



33,562 beneficially owned shares; Mr. Chappel, 171,433
    restricted stock units and 119,134 beneficially owned shares;
    Mr. Malcolm, 46,680 shares in The Williams Companies
    Investment Plus Plan, 292,192 restricted stock units and 565,652
    beneficially owned shares; and Mr. Sailor,
    6,241 shares in The Williams Investment Plus Plan, 25,641
    restricted stock units and 1,701 beneficially owned shares.
    Restricted stock units do not provide the holder with voting or
    investment power.(b)
    
    The shares indicated represent stock options granted under
    Williams current or previous stock option plans, which are
    currently exercisable or which will become exercisable within
    60 days of February 17, 2009. Shares subject to
    options cannot be voted.  Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of SecuritiesRemaining AvailableNumber of Securities

Weighted-Average

for Future Issuanceto be Issued Upon

Exercise Price of

Under EquityExercise of Outstanding

Outstanding

Compensation PlanOptions, Warrants

Options, Warrants

(Excluding Securitiesand Rights

and Rights

Reflected in Column(a))Plan Category

(a)

(b)

(c)Equity compensation plans approved by security holders










Equity compensation plans not approved by security holders



(1)






686,597Total










686,597     (1)
    
    2,724 unvested restricted units granted pursuant to the Williams
    Partners GP LLC Long-Term Incentive Plan were outstanding as of
    December 31, 2008. All of these restricted units vested on
    February 18, 2009. No value is shown in column (b) of
    the table because the restricted units do not have an exercise
    price. To date, the only grants under the plan have been grants
    of restricted units.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Transactions
    with Related Persons
  and/or
   127




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##### Table of Contents



Distributions
    and Payments to Our General Partner and Its Affiliates
    Operational StageDistributions of available cash to our general partner and its
    affiliates
    
    We will generally make cash distributions 98% to unitholders,
    including our general partner and its affiliates as holders of
    an aggregate of 11,613,527 common units and the remaining 2% to
    our general partner.In addition, if distributions exceed the minimum quarterly
    distribution and other higher target levels, our general partner
    will be entitled to increasing percentages of the distributions,
    up to 50% of the distributions above the highest target level.
    We refer to the rights to the increasing distributions as
    incentive distribution rights. For further
    information about distributions, please read Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities.Reimbursement of expenses 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.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 StageLiquidation
    
    Upon our liquidation, the partners, including our general
    partner, will be entitled to receive liquidating distributions
    according to their particular capital account balances.  Reimbursement
    of Expenses of Our General Partner
     128




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##### Table of Contents



http://www.sec.gov http://www.williams.com
    Omnibus
    Agreement
    
    reimbursement of certain general and administrative expenses;
    indemnification for certain environmental liabilities, tax
    liabilities and right-of-way defects;
    reimbursement for certain expenditures; and
    a license for the use of certain software and intellectual
    property.  General
    and Administrative Expenses
    Indemnification
    for Environmental and Related Liabilities
    
    remediation costs associated with the KDHE Consent Orders and
    certain NGLs associated with our Conway storage facilities; 129




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##### Table of Contents




    the costs associated with the installation of wellhead control
    equipment and well meters at our Conway storage facility;
    KDHE-related cavern compliance at our Conway storage
    facility; and
    the costs relating to the restoration of the overburden along
    our Carbonate Trend pipeline in connection with erosion caused
    by Hurricane Ivan in September 2004.        Reimbursement
    for Certain Expenditures Attributable to Discovery
    Intellectual
    Property License
    Amendments
    Competition
   130




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Credit
    Facilities
  Working
    Capital Facility
    12-month
  Wamsutter
    Credit Facility
    Wamsutter
    Limited Liability Company Agreement
        Discovery
    Operating and Maintenance Agreements
     131




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##### Table of Contents



Natural
    Gas and NGL Purchasing Contracts
        Gathering,
    Processing and Treating Contracts
        Natural
    Gas Purchases
     132




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##### Table of Contents



Balancing
    Services Agreement
    Summary
    of Other Transactions with Williams
    
    we distributed $55.2 million to affiliates of Williams as
    quarterly distributions on their common units, subordinated
    units, 2% general partner interest and incentive distribution
    rights; and
    we purchased $15.2 million of NGLs to replenish deficit
    product positions from a subsidiary of Williams based on market
    pricing.  Review,
    Approval or Ratification of Transactions with Related
    Persons
    
    approved by the conflicts committee;
    approved by the vote of a majority of the outstanding common
    units, excluding any common units owned by our general partner
    or any of its affiliates;
    on terms no less favorable to us than those generally being
    provided to or available from unrelated third parties; or
    fair and reasonable to us, taking into account the totality of
    the relationships between the parties involved, including other
    transactions that may be particularly favorable or advantageous
    to us.   133




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##### Table of Contents



Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services    2008


2007(Thousands)Audit Fees

$
1,066


$
1,416Audit-Related Fees






Tax Fees


35



35All Other Fees






$
1,101


$
1,451   Form 10-Q,
   134




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##### 



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Williams Partners L.P. financials
   
 PageCovered by reports of independent auditors:Consolidated balance sheets at December 31,
    2008 and 2007


79Consolidated statements of income for each of the
    three years ended December 31, 2008


80Consolidated statement of partners capital
    for each of the three years ended December 31, 2008


81Consolidated statements of cash flows for each of
    the three years ended December 31, 2008


82Notes to consolidated financial statements


83Not covered by reports of independent auditors:Quarterly financial data (unaudited)


111        ExhibitNumber



Description*§Exhibit 2
.1



Purchase and Sale agreement, dated April 6, 2006, by and among
    Williams Energy Services, LLC, Williams Field Services Group,
    LLC, Williams Field Services Company, LLC, Williams Partners GP
    LLC, Williams Partners L.P. and Williams Partners Operating LLC
    (attached as Exhibit 2.1 to Williams Partners L.P.s
    current report on Form 8-K (File No. 001-32599) filed with
    the SEC on April 7, 2006).*§Exhibit 2
.2



Purchase and Sale Agreement, dated November 16, 2006, by and
    among Williams Energy Services, LLC, Williams Field Services
    Group, LLC, Williams Field Services Company, LLC, Williams
    Partners GP LLC, Williams Partners L.P. and Williams Partners
    Operating LLC (attached as Exhibit 2.1 to Williams Partners
    L.P.s current report on Form 8-K (File 001-32599)
    filed with the SEC on  November 21, 2006).*§Exhibit 2
.3



Purchase and Sale Agreement, dated June 20, 2007, by and among
    Williams Energy, L.L.C., Williams Energy Services, LLC and
    Williams Partners Operating LLC (attached as Exhibit 2.1 to
    Williams Partners L.P.s current report on Form 8-K (File
    No. 001-32599) filed with the SEC on June 25, 2007).*§Exhibit 2
.4



Purchase and Sale Agreement, dated November 30, 2007, by and
    among Williams Energy Services, LLC, Williams Field Services
    Group, LLC, Williams Field Services Company, LLC, Williams
    Partners GP LLC, Williams Partners L.P. and Williams Partners
    Operating LLC (attached as Exhibit 2.1 to Williams Partners
    L.P.s current report on Form 8-K (File No. 001-32599)
    filed with the SEC on December 3, 2007).*Exhibit 3
.1



Certificate of Limited Partnership of Williams Partners L.P.
    (attached as Exhibit 3.1 to Williams Partners L.P.s
    registration statement on Form S-1 (File No. 333-124517) filed
    with the SEC on May 2, 2005).*Exhibit 3
.2



Certificate of Formation of Williams Partners GP LLC (attached
    as Exhibit 3.3 to Williams Partners L.P.s registration
    statement on Form S-1 (File No. 333-124517) filed with the SEC
    on May 2, 2005).*Exhibit 3
.3



Amended and Restated Agreement of Limited Partnership of
    Williams Partners L.P. (including form of common unit
    certificate), as amended by Amendments Nos. 1, 2, 3 and 4
    (attached as Exhibit 3.1 to Williams Partners L.P.s
    quarterly report on Form 10-Q (File No. 001-32599) filed with
    the SEC on May 1, 2008). 135




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##### Table of Contents



ExhibitNumber



Description*Exhibit 3
.4



Amended and Restated Limited Liability Company Agreement of
    Williams Partners GP LLC (attached as Exhibit 3.2 to Williams
    Partners L.P.s current report on Form 8-K (File No.
    001-32599) filed with the SEC on August 26, 2005).*Exhibit 4
.1



Indenture, dated June 20, 2006, by and among Williams Partners
    L.P., Williams Partners Finance Corporation and JPMorgan Chase
    Bank, N.A. (attached as Exhibit 4.1 to Williams Partners
    L.P.s current report on Form 8-K (File No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 4
.2



Form of
    71/2% Senior
    Note due 2011 (included as Exhibit 1 to Rule 144A/Regulation S
    Appendix of Exhibit 4.1 attached to Williams Partners
    L.P.s current report on Form 8-K (File No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 4
.3



Certificate of Incorporation of Williams Partners Finance
    Corporation (attached as Exhibit 4.5 to Williams Partners
    L.P.s registration statement on Form S-3 (File No.
    333-137562) filed with the SEC on September 22, 2006).*Exhibit 4
.4



Bylaws of Williams Partners Finance Corporation (attached as
    Exhibit 4.6 to Williams Partners L.P.s registration
    statement on Form S-3 (File No. 333-137562) filed with the SEC
    on September 22, 2006).*Exhibit 4
.5



Indenture, dated December 13, 2006, by and among Williams
    Partners L.P., Williams Partners Finance Corporation and The
    Bank of New York (attached as Exhibit 4.1 to Williams Partners
    L.P.s current report on Form 8-K (File No. 001-32599)
    filed with the SEC on December 19, 2006).*Exhibit 4
.6



Form of
    71/4% Senior
    Note due 2017 (included as Exhibit 1 to Rule 144A/Regulation S
    Appendix of Exhibit 4.1 attached to Williams Partners L.P.
    current report on Form 8-K (File No. 001-32599) filed with the
    SEC on December 19, 2006).*Exhibit 10
.1



Omnibus Agreement among Williams Partners L.P., Williams Energy
    Services, LLC, Williams Energy, L.L.C., Williams Partners
    Holdings LLC, Williams Discovery Pipeline LLC, Williams Partners
    GP LLC, Williams Partners Operating LLC and (for purposes of
    Articles V and VI thereof only) The Williams Companies, Inc.
    (attached as Exhibit 10.1 to Williams Partners L.P.s
    current report on Form 8-K (File No. 001-32599) filed with the
    SEC on August 26, 2005).*#Exhibit 10
.2



Williams Partners GP LLC Long-Term Incentive Plan (attached as
    Exhibit 10.2 to Williams Partners L.P.s current report on
    Form 8-K (File No. 001-32599) filed with the SEC on August 26,
    2005).*#Exhibit 10
.3



Amendment to the Williams Partners GP LLC Long-Term Incentive
    Plan, dated November 28, 2006 (attached as Exhibit 10.1 to
    Williams Partners L.P.s current report on Form 8-K (File
    No. 001-32599) filed with the SEC on December 4, 2006).+#Exhibit 10
.4



Amendment No. 2 to the Williams Partners GP LLC Long-Term
    Incentive Plan, dated December 2, 2008.*Exhibit 10
.5



Contribution, Conveyance and Assumption Agreement, dated August
    23, 2005, by and among Williams Partners L.P., Williams Energy,
    L.L.C., Williams Partners GP LLC, Williams Partners Operating
    LLC, Williams Energy Services, LLC, Williams Discovery Pipeline
    LLC, Williams Partners Holdings LLC and Williams Natural Gas
    Liquids, Inc. (attached as Exhibit 10.3 to Williams Partners
    L.P.s current report on Form 8-K
    (File No. 001-32599) filed with the SEC on August 26,
    2005).*Exhibit 10
.6



Third Amended and Restated Limited Liability Company Agreement
    for Discovery Producer Services LLC (attached as Exhibit 10.7 to
    Amendment No. 1 to Williams Partners L.P.s registration
    statement on Form S-1 (File No. 333-124517) filed with the SEC
    on June 24, 2005).*Exhibit 10
.7



Amendment No. 1 to Third Amended and Restated Limited Liability
    Company Agreement for Discovery Producer Services LLC (attached
    as Exhibit 10.6 to Williams Partners L.P.s quarterly
    report on Form 10-Q (File No. 001-32599) filed with the SEC on
    August 8, 2006). 136




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##### Table of Contents



ExhibitNumber



Description+#Exhibit 10
.8



Director Compensation Policy dated November 29, 2005, as revised
    January 26, 2009.*#Exhibit 10
.9



Form of Grant Agreement for Restricted Units (attached as
    Exhibit 10.2 to Williams Partners L.P.s current report on
    Form 8-K (File No. 001-32599) filed with the SEC on December 1,
    2005).*Exhibit 10
.10



Contribution, Conveyance and Assumption Agreement, dated June
    20, 2006, by and among Williams Energy Services, LLC, Williams
    Field Services Company, LLC, Williams Field Services Group, LLC,
    Williams Partners GP LLC, Williams Partners L.P. and Williams
    Partners Operating LLC (attached as Exhibit 10.1 to Williams
    Partners L.P.s current report on Form 8-K (File No.
    001-32599) filed with the SEC on June 20, 2006).*Exhibit 10
.11



Contribution, Conveyance and Assumption Agreement, dated June
    20, 2006, by and among Williams Field Services Company, LLC and
    Williams Four Corners LLC (attached as Exhibit 10.4 to Williams
    Partners L.P.s current report on Form 8-K (File No.
    001-32599) filed with the SEC on June 20, 2006).*Exhibit 10
.12



Amended and Restated Working Capital Loan Agreement, dated
    August 7, 2006, between The Williams Companies, Inc. and
    Williams Partners L.P. (attached as Exhibit 10.7 to Williams
    Partners L.P.s quarterly report on Form 10-Q (File No.
    001-32599) filed with the SEC on August 8, 2006).*Exhibit 10
.13



Contribution, Conveyance and Assumption Agreement, dated
    December 13, 2006, by and among Williams Energy Services, LLC,
    Williams Field Services Company, LLC, Williams Field Services
    Group, LLC, Williams Partners GP LLC, Williams Partners L.P. and
    Williams Partners Operating LLC (attached as Exhibit 10.1 to
    Williams Partners L.P.s current report on Form 8-K (File
    No. 001-32599) filed with the SEC on December 19, 2006).*Exhibit 10
.14



Assignment Agreement, dated December 11, 2007, by and between
    Williams Field Services Company, LLC and Wamsutter LLC (attached
    as Exhibit 10.01 to Williams Partners L.P.s current report
    on Form 8-K (File No. 001-32599) filed with the SEC on December
    17, 2007).*Exhibit 10
.15



Contribution, Conveyance and Assumption Agreement, dated
    December 11, 2007, by and among Williams Energy Services, LLC,
    Williams Field Services Company, LLC, Williams Field Services
    Group, LLC, Williams Partners GP LLC, Williams Partners L.P. and
    Williams Partners Operating LLC (attached as Exhibit 10.2 to
    Williams Partners L.P.s current report on Form 8-K (File
    No. 001-32599) filed with the SEC on December 17, 2007).*Exhibit 10
.16



Amended and Restated Limited Liability Company Agreement of
    Wamsutter LLC, dated December 11, 2007, by and among Williams
    Energy Services, LLC, Williams Field Services Company, LLC,
    Williams Field Services Group, LLC, Williams Partners GP LLC,
    Williams Partners L.P. and Williams Partners Operating LLC
    (attached as Exhibit 10.3 to Williams Partners L.P.s
    current report on Form 8-K (File No. 001-32599) filed with the
    SEC on December 17, 2007).*Exhibit 10
.17



Credit Agreement dated as of December 11, 2007, by and among
    Williams Partners L.P., the lenders party hereto, Citibank,
    N.A., as Administrative Agent and Issuing Bank, and The Bank of
    Nova Scotia, as Swingline Lender (attached as Exhibit 10.5 to
    Williams Partners L.P.s current report on Form 8-K (File
    No. 001-32599) filed with the SEC on December 17, 2007).+Exhibit 12




Computation of Ratio of Earnings to Fixed Charges+Exhibit 21




List of subsidiaries of Williams Partners L.P.+Exhibit 23.1




Consent of Independent Registered Public Accounting Firm, Ernst
    & Young LLP.+Exhibit 23.2




Consent of Independent Auditors, Ernst & Young LLP.+Exhibit 24




Power of attorney.+Exhibit 31.1




Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer.+Exhibit 31.2




Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer. 137




---



##### Table of Contents



ExhibitNumber



Description+Exhibit 32




Section 1350 Certifications of Chief Executive Officer and Chief
    Financial Officer.+Exhibit 99.1




Williams Partners GP LLC Financial Statements.     *
    
    Each such exhibit has heretofore been filed with the SEC as part
    of the filing indicated and is incorporated herein by reference.+
    
    Filed herewith.§
    
    Pursuant to item 601(b) (2) of
    Regulation S-K,
    the registrant agrees to furnish supplementally a copy of any
    omitted exhibit or schedule to the SEC upon request.#
    
    Management contract or compensatory plan or arrangement.  (c)
    
    Wamsutter LLC financial statements and notes thereto 
    Discovery Producer Services LLC financial statements and notes
    thereto 138




---



##### Table of Contents



Report of
    Independent Auditors
               139




---



##### Table of Contents



WAMSUTTER
    LLC
  BALANCE
    SHEETS
  December 31,2008


2007(In thousands)ASSETSCurrent assets:Accounts receivable:Trade

$
8,755


$
7,644Affiliate


7,178



13,299Other


100



2,424Product imbalance


1,032



2,038Reimbursable capital projects


82



1,709Total current assets


17,147



27,114Gross property, plant and equipment


462,979



398,903Less accumulated depreciation


(144,907
)


(123,740
)Property, plant and equipment, net


318,072



275,163Other noncurrent assets


468



191Total assets

$
335,687


$
302,468LIABILITIES AND MEMBERS CAPITALCurrent liabilities:Accounts payable:Trade

$
9,582


$
4,627Affiliate


2,407



5,153Product imbalance


1,753



2,296Accrued liabilities


3,218



940Total current liabilities


16,960



13,016Deferred revenue


2,567



2,239Other noncurrent liabilities


1,786



501Commitments and contingencies (Note 10)Members capital


314,374



286,712Total liabilities and members capital

$
335,687


$
302,468    140




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##### Table of Contents



WAMSUTTER
    LLC
  STATEMENTS
    OF INCOME
  Year Ended December 31,2008


2007


2006(In thousands)Revenues:Product sales:Affiliate

$
134,776


$
93,744


$
113,484Third-party


27,384



7,447



Gathering and processing services


68,670



67,904



57,859Other revenues


8,704



6,214



5,203Total revenues


239,534



175,309



176,546Costs and expenses:Product cost:Affiliate


63,064



34,973



55,206Third-party


15,745



11,066



15,882Operating and maintenance expense:Affiliate


(1,513
)


36



3,969Third-party


22,486



18,221



13,078Depreciation and accretion


21,182



18,424



16,189General and administrative expense:Affiliate


12,837



11,825



8,866Third-party


670



798



Taxes other than income


1,868



1,637



1,411Other (income) expense  net


(569
)


944



255Total costs and expenses


135,770



97,924



114,856Net income

$
103,764


$
77,385


$
61,690    141




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##### Table of Contents



WAMSUTTER
    LLC
  STATEMENT
    OF MEMBERS CAPITAL
  Predecessor


Williams





Class C*Owners


Partners


Williams





WilliamsEquity


Class A


Class B


Williams


Partners


Total(In thousands)Balance  December 31, 2005

$
241,156


$



$



$



$



$
241,156Net income  2006


61,690



















61,690Distributions


(39,601
)


















(39,601
)Balance  December 31, 2006


263,245



















263,245Net income through November 30, 2007


70,023



















70,023Distributions


(55,006
)


















(55,006
)278,262



















278,262Conversion of predecessor owners equity to member capital


(278,262
)


276,262







1,000



1,000



Net income  December 2007






7,362















7,362Capital contributions










1,088











1,088Balance  December 31, 2007






283,624



1,088



1,000



1,000



286,712Net income  2008






73,312







15,226



15,226



103,764Capital contributions






3,658



31,240











34,898Transition support payment (distribution)






(7,614
)


7,614











Distributions






(72,050
)






(19,475
)


(19,475
)


(111,000
)Balance  December 31, 2008

$



$
280,930


$
39,942


$
(3,249
)

$
(3,249
)

$
314,374     *
    
    Williams and Williams Partners each held 20 Class C units
    throughout 2007 and 2008.   142




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##### Table of Contents



WAMSUTTER
    LLC
  STATEMENTS
    OF CASH FLOWS
  Year Ended December 31,2008


2007


2006(In thousands)OPERATING ACTIVITIES:Net income

$
103,764


$
77,385


$
61,690Adjustments to reconcile to cash provided by operations:Depreciation and accretion


21,182



18,424



16,189Provision for loss on property plant & equipment






1,392



Cash provided (used) by changes in current assets and
    liabilities:Accounts receivable


7,334



(16,655
)


(1,118
)Reimbursable capital projects


1,627



(29
)


(1,662
)Accounts payable


(753
)


6,113



(659
)Product imbalance


463



(1,335
)


(8
)Accrued liabilities


115



(662
)


473Deferred revenue


335



882



682Other, including changes in other noncurrent assets and
    liabilities


(426
)


26



54Net cash provided by operating activities


133,641



85,541



75,641INVESTING ACTIVITIES:Property, plant and equipment:Capital expenditures


(62,656
)


(29,450
)


(36,133
)Change in accounts payable  capital expenditures


2,961



(2,174
)


93Change in accrued liabilities  capital expenditures


2,156







Net cash used by investing activities


(57,539
)


(31,624
)


(36,040
)FINANCING ACTIVITIES:Distributions


(111,000
)


(55,005
)


(39,601
)Capital contributions


34,898



1,088



Transition support payments received from Class B member


7,614







Transition support payments distributed to Class A member


(7,614
)






Net cash used by financing activities


(76,102
)


(53,917
)


(39,601
)Increase in cash and cash equivalents










Cash and cash equivalents at beginning of year










Cash and cash equivalents at end of year

$



$



$
    143




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##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS
  Note 1.
    Basis of
    Presentation    Note 2.
    Description
    of Business    Note 3.
    Summary
    of Significant Accounting Policies  Basis of Presentation.
  Use of Estimates.
    Accounts Receivable.
  Product Imbalances.
 144




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##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Property, Plant and Equipment.
    Revenue Recognition.
  Income Taxes.
  Note 4.
    Related
    Party Transactions     145




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##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    2008


2007


2006(In thousands)Operating and maintenance expense  Affiliate:Natural gas fuel purchases and system (gains) losses

$
(7,287
)

$
(5,225
)

$
(323
)Salaries, benefits and other


5,774



5,261



4,292$
(1,513
)

$
36


$
3,969        146




---



##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Note 5.
    Property,
    Plant and Equipment    EstimatedDecember 31,


Depreciable2008


2007


Lives(In thousands)Land, rights of way and other

$
22,365


$
18,613



0- 30 yearsGathering pipelines and related equipment


336,041



313,283



10-30 yearsProcessing plants and related equipment


50,771



48,673



30 yearsBuildings and related equipment


11,476



11,122



3-30 yearsConstruction work in progress


42,326



7,212Total property, plant and equipment


462,979



398,903Accumulated depreciation


144,907



123,740Net property, plant and equipment

$
318,072


$
275,163       2008


2007(In thousands)Balance, January 1

$
221


$
209Liabilities incurred during the period






Liabilities settled during the period






Accretion expense


15



10Estimate revisions


1,420



2Balance, December 31

$
1,656


$
221   Note 6.
    Accrued
    Liabilities    December 31,2008


2007(In thousands)Taxes other than income

$
933


$
818Construction retainage


2,206



50Deferred revenue


79



72$
3,218


$
940   Note 7.
    Credit
    Facilities and Leasing Activities   147




---



##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    60-month
  (In thousands)2009

$
1,3622010


1,3002011


1292012


402013 and thereafter


20$
2,851     Note 8.
    Members
    Capital  Governance.
  Distributions.
  
    First,an amount equal to $17.5 million per quarter
    to the holder of our Class A membership interests;
    Second,an amount, if needed, to the holder of our
    Class A membership interests to increase the distribution
    on our Class A membership interests in prior quarters of
    the current distribution year to $17.5 million per
    quarter; and
    Third,5% of remaining available cash shall be
    distributed to the holder of our Class A membership
    interests and 95% shall be distributed to the holders of our
    Class C units, on a pro ratabasis.   148




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##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      Income Allocation.
  Contributions for Capital Expenditures.
  Limitations of members liability.
  Liquidation preferences.
  Note 9.
    Major
    Customers and Concentrations of Credit Risk   149




---



##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      2008

2007

2006Customer A


15
%


20
%


16
%Customer B


7



10



10Customer C


10



4



   Note 10.
    Commitments
    and Contingencies  Will Price.
  Grynberg.
 150




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           
    151




---



##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2008


2007(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
42,052


$
38,509Trade accounts receivable:Affiliate


202



22,467Other


1,899



5,847Insurance receivable


3,373



5,692Inventory


519



483Other current assets


2,933



5,037Total current assets


50,978



78,035Restricted cash


3,470



6,222Property, plant, and equipment, net


370,482



368,228Total assets

$
424,930


$
452,485LIABILITIES AND MEMBERS CAPITALCurrent liabilities:Accounts payable:Affiliate

$
3,125


$
8,106Other


34,779



17,617Accrued liabilities


5,714



6,439Other current liabilities


1,616



1,658Total current liabilities


45,234



33,820Noncurrent accrued liabilities


19,771



12,216Members capital


359,925



406,449Total liabilities and members capital

$
424,930


$
452,485    152




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##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  CONSOLIDATED
    STATEMENTS OF INCOME
  Years Ended December 31,2008


2007


2006(In thousands)Revenues:Product sales:Affiliate

$
207,706


$
216,889


$
148,385Third-party


1,324



5,251



Gas and condensate transportation services:Affiliate


782



979



3,835Third-party


13,308



15,553



14,668Gathering and processing services:Affiliate


1,506



3,092



8,605Third-party


12,709



17,767



19,473Other revenues


3,913



1,141



2,347Total revenues


241,248



260,672



197,313Costs and expenses:Product cost and shrink replacement:Affiliate


83,576



93,722



66,890Third-party


63,422



61,982



52,662Operating and maintenance expenses:Affiliate


8,836



5,579



5,276Third-party


27,834



23,409



17,773Depreciation and accretion


21,324



25,952



25,562Taxes other than income


1,439



1,330



1,114General and administrative expenses  affiliate


4,500



2,280



2,150Other (income) expense, net


(3,511
)


534



283Total costs and expenses


207,420



214,788



171,710Operating income


33,828



45,884



25,603Interest income


(650
)


(1,799
)


(2,404
)Foreign exchange (gain) loss


78



(388
)


(2,076
)Net income

$
34,400


$
48,071


$
30,083    153




---



##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  CONSOLIDATED
    STATEMENT OF MEMBERS CAPITAL
  WilliamsPartners


DCP AssetsWilliams


Operating


Holding,Energy, L.L.C.


LLC


LP


TotalBalance, December 31, 2005

$
87,806


$
170,532


$
155,298


$
413,636Contributions


800



1,600



11,109



13,509Distributions


(10,798
)


(16,400
)


(16,400
)


(43,598
)Net income


6,017



12,033



12,033



30,083Balance at December 31, 2006


83,825



167,765



162,040



413,630Contributions










3,920



3,920Distributions


(7,233
)


(28,270
)


(23,669
)


(59,172
)Net income


2,602



26,241



19,228



48,071Sale of Williams Energy, L.L.C.s 20% interest to Williams
    Partners Operating LLC


(79,194
)


79,194







Balance at December 31, 2007






244,930



161,519



406,449Contributions






5,700



7,376



13,076Distributions






(56,400
)


(37,600
)


(94,000
)Net income






20,641



13,759



34,400Balance at December 31, 2008

$



$
214,871


$
145,054


$
359,925    154




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##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2008


2007


2006(In thousands)OPERATING ACTIVITIES:Net income

$
34,400


$
48,071


$
30,083Adjustments to reconcile to cash provided by operations:Depreciation and accretion


21,324



25,952



25,562Net loss on disposal of equipment


175



603



Cash provided (used) by changes in assets and liabilities:Trade accounts receivable


26,213



(9,389
)


26,599Insurance receivable


2,319



6,931



(12,147
)Inventory


(36
)


93



348Other current assets


2,104



(802
)


(1,911
)Accounts payable


5,932



(7,540
)


(6,062
)Accrued liabilities


(725
)


1,320



(1,086
)Other current liabilities


(52
)


(3,147
)


2,070Net cash provided by operating activities


91,654



62,092



63,456INVESTING ACTIVITIES:Decrease in restricted cash


2,752



22,551



15,786Property, plant, and equipment:Capital expenditures


(16,188
)


(31,739
)


(33,516
)Proceeds from sale of property, plant and equipment






649



Change in accounts payable  capital expenditures


6,249



2,625



568Net cash used by investing activities


(7,187
)


(5,914
)


(17,162
)FINANCING ACTIVITIES:Distributions to members


(94,000
)


(59,172
)


(43,598
)Capital contributions


13,076



3,920



13,509Net cash used by financing activities


(80,924
)


(55,252
)


(30,089
)Increase in cash and cash equivalents


3,543



926



16,205Cash and cash equivalents at beginning of period


38,509



37,583



21,378Cash and cash equivalents at end of period

$
42,052


$
38,509


$
37,583    155




---



##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1.
    Organization
    and Description of Business  (MMcf/d) 600 MMcf/d
      Note 2.
    Summary
    of Significant Accounting Policies  Basis of Presentation.
  Use of Estimates.
    Cash and Cash Equivalents.
  Trade Accounts Receivable.
  Insurance Receivable.
 156




---



##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Gas Imbalances.
  Inventory.
  Restricted Cash.
  Property, Plant and Equipment.
    Revenue Recognition.
  Impairment of Long-Lived Assets.
 157




---



##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income Taxes.
  Foreign Currency Transactions.
  Note 3.
    Related
    Party Transactions    
    sales to Williams of NGLs to which we take title and excess gas
    at current market prices for the products and
    processing and sales of natural gas liquids and transportation
    of gas and condensate for DCPs affiliates, Texas Eastern
    Corporation and ConocoPhillips Company.    Years Ended December 31,2008


2007


2006(In thousands)Williams

$
207,782


$
217,012


$
148,543Texas Eastern Corporation


1,953



3,912



12,282ConocoPhillips


259



36



Total

$
209,994


$
220,960


$
160,825     
    direct payroll and employee benefit costs incurred on our behalf
    by Williams, and
    rental expense under a
    10-year
    leasing agreement for pipeline capacity through 2015 from Texas
    Eastern Transmission, LP (an affiliate of DCP)        Years Ended December 31,2008


2007


2006(In thousands)Capitalized labor

$
317


$
222


$
373Capitalized project fee


375



651



538$
692


$
873


$
911  158




---



##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4.
    Property,
    Plant, and Equipment    EstimatedYears Ended December 31,


Depreciable2008


2007


Lives(In thousands)Property, plant, and equipment:Construction work in progress

$
76,302


$
66,550Buildings


5,054



4,950



25  35 yearsLand and land rights


5,575



2,491



0  35 yearsTransportation lines


305,172



311,368



25   35 yearsPlant and other equipment


216,189



200,722



25  35 yearsTotal property, plant, and equipment


608,292



586,081Less accumulated depreciation


237,810



217,853Net property, plant, and equipment

$
370,482


$
368,228           Years Ended December 31,2008


2007(In thousands)Balance at January 1

$
12,118


$
3,728Accretion expense


1,082



422Estimate revisions


3,327



7,554Liabilities incurred


3,157



414Balance at December 31

$
19,684


$
12,118   Note 5.
    Leasing
    Activities   159




---



##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (In thousands)2009

$
1,2412010


1,2412011


1,2412012


1,2412013


1,241Thereafter


2,105$
8,310   month-to-month
  Note 6.
    Financial
    Instruments and Concentrations of Credit Risk  Financial
    Instruments Fair Value
    Cash and cash equivalents.
  Restricted cash.
  2008

2007Carrying

Fair

Carrying

FairAmount

Value

Amount

Value(In thousands)Cash and cash equivalents

$
42,052


$
42,052


$
38,509


$
38,509Restricted cash


3,470



3,470



6,222



6,222   Concentrations
    of Credit Risk
      Major Customers.
 160




---



##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7.
    Rate and
    Regulatory Matters  Rate and Regulatory Matters. lost-and-unaccounted-for lost-and-unaccounted-for lost-and-unaccounted-for 30-day
      Environmental Matters.
  Other.
 161




---



##### Table of Contents



SIGNATURES
       By:
    Williams Partners
    GP LLC,
    its general partnerBy:
    /s/  Ted
    T. Timmermans   Controller (Duly Authorized Officer
 and Principal Accounting Officer)
      Signature

Title

Date/s/  STEVEN
    J. MALCOLMSteven
    J. Malcolm

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

February 26, 2009/s/  DONALD
    R. CHAPPELDonald
    R. Chappel

Chief Financial Officer and Director (Principal Financial
    Officer)

February 26, 2009/s/  TED
    T. TIMMERMANSTed
    T. Timmermans

Chief Accounting Officer and Controller (Principal Accounting
    Officer)

February 26, 2009/s/  ALAN
    S. ARMSTRONG*Alan
    S. Armstrong

Director

February 26, 2009/s/  BILL
    Z. PARKER*Bill
    Z. Parker

Director

February 26, 2009/s/  ALICE
    M. PETERSON*Alice
    M. Peterson

Director

February 26, 2009/s/  H.
    MICHAEL KRIMBILL*H.
    Michael Krimbill

Director

February 26, 2009/s/  RODNEY
    J. SAILOR*Rodney
    J. Sailor

Director

February 26, 2009*By: /s/  WILLIAM
    H. GAULTWilliam
    H. GaultAttorney-in-fact



February 26, 2009  162




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber



Description*§Exhibit 2
.1



Purchase and Sale agreement, dated April 6, 2006, by and
    among Williams Energy Services, LLC, Williams Field Services
    Group, LLC, Williams Field Services Company, LLC, Williams
    Partners GP LLC, Williams Partners L.P. and Williams Partners
    Operating LLC (attached as Exhibit 2.1 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File No. 001-32599)
    filed with the SEC on April 7, 2006).*§Exhibit 2
.2



Purchase and Sale Agreement, dated November 16, 2006, by
    and among Williams Energy Services, LLC, Williams Field Services
    Group, LLC, Williams Field Services Company, LLC, Williams
    Partners GP LLC, Williams Partners L.P. and Williams Partners
    Operating LLC (attached as Exhibit 2.1 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File 001-32599)
    filed with the SEC on November 21, 2006).*§Exhibit 2
.3



Purchase and Sale Agreement, dated June 20, 2007, by and
    among Williams Energy, L.L.C., Williams Energy Services, LLC and
    Williams Partners Operating LLC (attached as Exhibit 2.1 to
    Williams Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 25, 2007).*§Exhibit 2
.4



Purchase and Sale Agreement, dated November 30, 2007, by
    and among Williams Energy Services, LLC, Williams Field Services
    Group, LLC, Williams Field Services Company, LLC, Williams
    Partners GP LLC, Williams Partners L.P. and Williams Partners
    Operating LLC (attached as Exhibit 2.1 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File No. 001-32599)
    filed with the SEC on December 3, 2007).*Exhibit 3
.1



Certificate of Limited Partnership of Williams Partners L.P.
    (attached as Exhibit 3.1 to Williams Partners L.P.s
    registration statement on
    Form S-1
    (File
    No. 333-124517)
    filed with the SEC on May 2, 2005).*Exhibit 3
.2



Certificate of Formation of Williams Partners GP LLC (attached
    as Exhibit 3.3 to Williams Partners L.P.s
    registration statement on
    Form S-1
    (File
    No. 333-124517)
    filed with the SEC on May 2, 2005).*Exhibit 3
.3



Amended and Restated Agreement of Limited Partnership of
    Williams Partners L.P. (including form of common unit
    certificate), as amended by Amendments Nos. 1, 2, 3 and 4
    (attached as Exhibit 3.1 to Williams Partners L.P.s
    quarterly report on
    Form 10-Q
    (FileNo. 001-32599)
    filed with the SEC on May 1, 2008).*Exhibit 3
.4



Amended and Restated Limited Liability Company Agreement of
    Williams Partners GP LLC (attached as Exhibit 3.2 to
    Williams Partners L.P.s current report on
    Form 8-K
    (File No. 001-32599)
    filed with the SEC on August 26, 2005).*Exhibit 4
.1



Indenture, dated June 20, 2006, by and among Williams
    Partners L.P., Williams Partners Finance Corporation and
    JPMorgan Chase Bank, N.A. (attached as Exhibit 4.1 to
    Williams Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 4
.2



Form of
    71/2% Senior
    Note due 2011 (included as Exhibit 1 to
    Rule 144A/Regulation S Appendix of Exhibit 4.1
    attached to Williams Partners L.P.s current report on
    Form 8-K
    (File No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 4
.3



Certificate of Incorporation of Williams Partners Finance
    Corporation (attached as Exhibit 4.5 to Williams Partners
    L.P.s registration statement on
    Form S-3
    (File No. 333-137562)
    filed with the SEC on September 22, 2006).*Exhibit 4
.4



Bylaws of Williams Partners Finance Corporation (attached as
    Exhibit 4.6 to Williams Partners L.P.s registration
    statement on
    Form S-3
    (File
    No. 333-137562)
    filed with the SEC on September 22, 2006).*Exhibit 4
.5



Indenture, dated December 13, 2006, by and among Williams
    Partners L.P., Williams Partners Finance Corporation and The
    Bank of New York (attached as Exhibit 4.1 to Williams
    Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 19, 2006). 163




---



##### Table of Contents



ExhibitNumber



Description*Exhibit 4
.6



Form of
    71/4% Senior
    Note due 2017 (included as Exhibit 1 to
    Rule 144A/Regulation S Appendix of Exhibit 4.1
    attached to Williams Partners L.P. current report on
    Form 8-K
    (File No. 001-32599)
    filed with the SEC on December 19, 2006).*Exhibit 10
.1



Omnibus Agreement among Williams Partners L.P., Williams Energy
    Services, LLC, Williams Energy, L.L.C., Williams Partners
    Holdings LLC, Williams Discovery Pipeline LLC, Williams Partners
    GP LLC, Williams Partners Operating LLC and (for purposes of
    Articles V and VI thereof only) The Williams Companies,
    Inc. (attached as Exhibit 10.1 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on August 26, 2005).*#Exhibit 10
.2



Williams Partners GP LLC Long-Term Incentive Plan (attached as
    Exhibit 10.2 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on August 26, 2005).*#Exhibit 10
.3



Amendment to the Williams Partners GP LLC Long-Term Incentive
    Plan, dated November 28, 2006 (attached as
    Exhibit 10.1 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File No. 001-32599)
    filed with the SEC on December 4, 2006).+#Exhibit 10
.4



Amendment No. 2 to the Williams Partners GP LLC Long-Term
    Incentive Plan, dated December 2, 2008.*Exhibit 10
.5



Contribution, Conveyance and Assumption Agreement, dated
    August 23, 2005, by and among Williams Partners L.P.,
    Williams Energy, L.L.C., Williams Partners GP LLC, Williams
    Partners Operating LLC, Williams Energy Services, LLC, Williams
    Discovery Pipeline LLC, Williams Partners Holdings LLC and
    Williams Natural Gas Liquids, Inc. (attached as
    Exhibit 10.3 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File No. 001-32599)
    filed with the SEC on August 26, 2005).*Exhibit 10
.6



Third Amended and Restated Limited Liability Company Agreement
    for Discovery Producer Services LLC (attached as
    Exhibit 10.7 to Amendment No. 1 to Williams Partners
    L.P.s registration statement on
    Form S-1
    (File
    No. 333-124517)
    filed with the SEC on June 24, 2005).*Exhibit 10
.7



Amendment No. 1 to Third Amended and Restated Limited
    Liability Company Agreement for Discovery Producer Services LLC
    (attached as Exhibit 10.6 to Williams Partners L.P.s
    quarterly report on
    Form 10-Q
    (File
    No. 001-32599)
    filed with the SEC on August 8, 2006).+#Exhibit 10
.8



Director Compensation Policy dated November 29, 2005, as
    revised January 26, 2009.*#Exhibit 10
.9



Form of Grant Agreement for Restricted Units (attached as
    Exhibit 10.2 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 1, 2005).*Exhibit 10
.10



Contribution, Conveyance and Assumption Agreement, dated
    June 20, 2006, by and among Williams Energy Services, LLC,
    Williams Field Services Company, LLC, Williams Field Services
    Group, LLC, Williams Partners GP LLC, Williams Partners L.P. and
    Williams Partners Operating LLC (attached as Exhibit 10.1
    to Williams Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 10
.11



Contribution, Conveyance and Assumption Agreement, dated
    June 20, 2006, by and among Williams Field Services
    Company, LLC and Williams Four Corners LLC (attached as
    Exhibit 10.4 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 10
.12



Amended and Restated Working Capital Loan Agreement, dated
    August 7, 2006, between The Williams Companies, Inc. and
    Williams Partners L.P. (attached as Exhibit 10.7 to
    Williams Partners L.P.s quarterly report on
    Form 10-Q
    (File
    No. 001-32599)
    filed with the SEC on August 8, 2006). 164




---



##### Table of Contents



ExhibitNumber



Description*Exhibit 10
.13



Contribution, Conveyance and Assumption Agreement, dated
    December 13, 2006, by and among Williams Energy Services,
    LLC, Williams Field Services Company, LLC, Williams Field
    Services Group, LLC, Williams Partners GP LLC, Williams Partners
    L.P. and Williams Partners Operating LLC (attached as
    Exhibit 10.1 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 19, 2006).*Exhibit 10
.14



Assignment Agreement, dated December 11, 2007, by and
    between Williams Field Services Company, LLC and Wamsutter LLC
    (attached as Exhibit 10.01 to Williams Partners L.P.s
    current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).*Exhibit 10
.15



Contribution, Conveyance and Assumption Agreement, dated
    December 11, 2007, by and among Williams Energy Services,
    LLC, Williams Field Services Company, LLC, Williams Field
    Services Group, LLC, Williams Partners GP LLC, Williams Partners
    L.P. and Williams Partners Operating LLC (attached as
    Exhibit 10.2 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).*Exhibit 10
.16



Amended and Restated Limited Liability Company Agreement of
    Wamsutter LLC, dated December 11, 2007, by and among
    Williams Energy Services, LLC, Williams Field Services Company,
    LLC, Williams Field Services Group, LLC, Williams Partners GP
    LLC, Williams Partners L.P. and Williams Partners Operating LLC
    (attached as Exhibit 10.3 to Williams Partners L.P.s
    current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).*Exhibit 10
.17



Credit Agreement dated as of December 11, 2007, by and
    among Williams Partners L.P., the lenders party hereto,
    Citibank, N.A., as Administrative Agent and Issuing Bank, and
    The Bank of Nova Scotia, as Swingline Lender (attached as
    Exhibit 10.5 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).+Exhibit 12




Computation of Ratio of Earnings to Fixed Charges+Exhibit 21




List of subsidiaries of Williams Partners L.P.+Exhibit 23
.1



Consent of Independent Registered Public Accounting Firm,
    Ernst & Young LLP.+Exhibit 23
.2



Consent of Independent Auditors, Ernst & Young LLP.+Exhibit 24




Power of attorney.+Exhibit 31
.1



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



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




Section 1350 Certifications of Chief Executive Officer and
    Chief Financial Officer.+Exhibit 99
.1



Williams Partners GP LLC Financial Statements.     *
    
    Each such exhibit has heretofore been filed with the SEC as part
    of the filing indicated and is incorporated herein by reference.+
    
    Filed herewith.§
    
    Pursuant to item 601(b) (2) of
    Regulation S-K,
    the registrant agrees to furnish supplementally a copy of any
    omitted exhibit or schedule to the SEC upon request.#
    
    Management contract or compensatory plan or arrangement. 165