##### 



Exhibit 99.2
  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          
     1




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##### 



WILLIAMS
    PARTNERS GP LLC
  CONSOLIDATED
    BALANCE SHEET
 December 31,
    2006
  (In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
57,541Accounts receivable:Trade


18,320Affiliate


13,240Other


3,991Gas purchase contract 
    affiliate


4,754Prepaid expenses


3,765Other current assets


2,534Total current assets


104,145Investment in Discovery Producer
    Services


147,493Property, plant and equipment, net


647,578Other noncurrent assets


34,752Total assets

$
933,968LIABILITIES AND OWNERS
    EQUITYCurrent liabilities:Accounts payable

$
19,829Product imbalance


651Deferred revenue


3,382Accrued liabilities


16,173Total current liabilities


40,035Long-term debt


750,000Environmental remediation
    liabilities


3,964Other noncurrent liabilities


3,749Advances from affiliate


6,179Minority interest


979,930Commitments and contingent
    liabilities (Note 12)Owners equity:Owners equity


(242,389
)Notes receivable from parent


(607,500
)Total owners equity


(849,889
)Total liabilities and owners
    equity

$
933,968    2




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##### 



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




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
        Note 2.
    Description
    of Business    Gathering and Processing-West. 3,500-mile
  Gathering and Processing-Gulf. 283-mile 22-mile
 4




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
      NGL Services.
    Note 3.
    Summary
    of Significant Accounting Policies  Basis of Presentation.
  Use of Estimates.
    
    loss contingencies;
    environmental remediation obligations; and
    asset retirement obligations.    Proportional Accounting for the Conway
    Fractionator.
 5




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
   Cash and Cash Equivalents.
  Accounts Receivable.
  Gas purchase contract.
  Investments. other-than-temporary
  Property, Plant and Equipment.
    Prepaid expenses and leasing
    activities. right-of-way right-of-way
  Product Imbalances.
  Revenue Recognition.
 6




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
    Impairment of Long-Lived Assets and
    Investments.
  other-than-temporary
  Environmental.
  Capitalized Interest.
  Income Taxes.
  Recent Accounting Standards.
   7




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
        00-19-2,
  Note 4.
    Related
    Party Transactions       8




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
              per-unit
     9




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
     Note 5.
    Investment
    in Discovery Producer Services            Current assets

$
73,841Non-current restricted cash and
    cash equivalents


28,773Property, plant and equipment, net


355,304Current liabilities


(40,559
)Non-current liabilities


(3,728
)Members capital

$
413,631   Note 6.
    Property,
    Plant and Equipment    EstimatedDepreciableLivesLand and right of way

$
41,721Gathering pipelines and related
    equipment


821,478



20-30 yearsProcessing plants and related
    equipment


147,241



30 yearsFractionation plant and related
    equipment


16,697



30 yearsStorage plant and related equipment


69,017



30 yearsBuildings and other equipment


90,082



3-45 yearsConstruction work in progress


19,447Total property, plant and equipment


1,205,683Accumulated depreciation


558,105Net property, plant and equipment

$
647,578  10




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##### 



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

$
1,880Liabilities settled during the
    period


(510
)Accretion expense


86Estimate revisions


2,943Loss on settlements


77Balance, December 31

$
4,476   Note 7.
    Accrued
    Liabilities    Environmental
    remediation  current portion

$
2,636Customer deposit for construction


5,078Accrued interest


2,796Taxes other than income


2,347Other


3,316$
16,173   Note 8.
    Major
    Customers, Concentrations of Credit Risk and Financial
    Instruments  Major
    Customers
    Concentrations
    of Credit Risk
   11




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##### 



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

$
16,709Other


561Gathering and Processing-Gulf:Natural gas gathering


468Other


1,343NGL Services:Fractionation services


320Amounts due from fractionator
    partners


1,833Storage


825Other


36Accrued interest


216$
22,311     Financial
    Instruments
    Cash and cash equivalents.
  Long-term debt.
  Advances from affiliate.
  Notes receivable from parent.
    Carrying


FairAmount


ValueCash and cash equivalents

$
57,541


$
57,541Long-term debt (see Note 9)

$
750,000


$
768,844Advances from affiliate

$
6,179


$
6,179Notes receivable from parent

$
607,500


$
607,500  12




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
  Note 9.
    Long-Term
    Debt, Credit Facilities and Leasing Activities  Long-Term
    Debt
      90-day
     13




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
         Credit
    Facilities
      
    ratio of debt to net worth no greater than 65%;
    ratio of debt to net worth no greater than 55% for Northwest
    Pipeline Corporation, a wholly owned subsidiary of Williams, and
    Transco; and
    ratio of EBITDA to interest, on a rolling four quarter basis, no
    less than (i) 2.5 for any period through December 31,
    2007 and (ii) 3.0 for the remaining term of the agreement.  12-month
 14




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
   Leasing
    Activities
  month-to-month month-to-month
  2007

$
2,4262008


2,1882009


1,8372010


1,4102011 and thereafter


2,030$
9,891   Note 10.  Owners
    Equity
    GeneralQuarterly Distribution Target Amount (per unit)

Unitholders


PartnerMinimum quarterly distribution of
    $0.35


98
%


2
%Up to $0.4025


98



2Above $0.4025 up to $0.4375


85



15Above $0.4375 up to $0.5250


75



25Above $0.5250


50



50     Note 11.
    Long-Term
    Incentive Plan      Note 12.
    Commitments
    and Contingencies  Environmental Matters-Four Corners.
 15




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
          Environmental Matters-Conway. and/or
   16




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
   Will Price.
  Grynberg.
  Vendor Dispute.
  Other.
  Summary.
  Note 13.
    Segment
    Disclosures    17




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##### 



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


Gathering &


NGLProcessing  West


Processing  Gulf


Services


TotalDecember 31,
    2006Segment assets

$
653,949


$
207,390


$
76,502


$
937,841Other assets and eliminations














(3,873
)Total assets













$
933,968Equity method investments

$



$
147,493


$



$
147,493Additions to long-lived assets


25,889







6,381



32,270  18