Exhibit 99.1
  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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##### 



WILLIAMS
    PARTNERS GP LLC
  CONSOLIDATED
    BALANCE SHEET
 December 31,
    2008
  (In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
116,165Accounts receivable:Trade


16,279Affiliate


11,652Other


2,919Product imbalance


6,344Prepaid expenses


4,102Other current assets


3,642Total current assets


161,103Investment in Wamsutter


277,707Investment in Discovery Producer Services


184,466Gross property, plant and equipment


1,265,153Less accumulated depreciation


(624,633
)Property, plant and equipment, net


640,520Other noncurrent assets


28,023Total assets

$
1,291,819LIABILITIES AND OWNERS EQUITYCurrent liabilities:Accounts payable:Trade

$
22,348Affiliate


7,875Product imbalance


8,926Deferred revenue


4,916Accrued interest


18,705Other accrued liabilities


6,172Total current liabilities


68,942Long-term debt


1,000,000Environmental remediation liabilities


2,321Other noncurrent liabilities


13,699Minority interest


154,471Commitments and contingent liabilities (Note 12)Owners equity:Owners equity


1,058,983Notes receivable  affiliate


(1,006,597
)Total owners equity


52,386Total liabilities and owners equity

$
1,291,819    2




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE SHEET
  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
   3




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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;
    impairment assessments of long-lived assets;
    environmental remediation obligations; and
    asset retirement obligations.    Proportional Accounting for the Conway
    Fractionator.
  Cash and Cash Equivalents.
 4




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
  Accounts Receivable.
  Product Imbalances.
  Prepaid Expenses and Leasing
    Activities. right-of-way right-of-way
  Investments. other-than-temporary
  Property, Plant and Equipment.
   5




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
    Revenue Recognition.
  Impairment of Long-Lived Assets and
    Investments.
  other-than-temporary
  and/or
  Environmental.
  Capitalized Interest.
  Income Taxes.
  Recent Accounting Standards.
 6




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
    
  No. 08-6, other-than-temporary
  Note 4.
    Related
    Party Transactions     7




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
                     8




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
  Note 5.
    Equity
    Investments  Wamsutter
              
    First, an amount equal to $17.5 million per quarter
    to the holder of the Class A membership interests. We
    currently own 100% of the Class A interests;
    Second, an amount equal to the amount the distribution on
    the Class A membership interests in prior quarters of the
    current distribution year was less than $17.5 million per
    quarter to the holder of the Class A membership
    interests; and
    Third, 5% of remaining available cash shall be
    distributed to the holder of the Class A membership
    interests and 95% shall be distributed to the holders of the
    Class C units, on a pro ratabasis. At
    December 31, 2008, we owned 50% of the Class C units.       9




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##### 



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

$
17,147Property, plant and equipment, net


318,072Non-current assets


468Current liabilities


(16,960
)Non-current liabilities


(4,353
)Members capital

$
314,374   Discovery
    Producer Services
          Current assets

$
50,978Non-current restricted cash


3,470Property, plant and equipment, net


370,482Current liabilities


(45,234
)Non-current liabilities


(19,771
)Members capital

$
359,925  10




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
  Note 6.
    Property,
    Plant and Equipment    EstimatedDepreciableLivesLand and right of way

$
43,246



0-30 yearsGathering pipelines and related equipment


838,214



20-30 yearsProcessing plants and related equipment


183,222



30 yearsFractionation plant and related equipment


16,540



30 yearsStorage plant and related equipment


87,803



30 yearsBuildings and other equipment


77,287



3-45 yearsConstruction work in progress


18,841Total property, plant and equipment


1,265,153Accumulated depreciation


624,633Net property, plant and equipment

$
640,520         Balance, January 1

$
8,743Liabilities incurred during the period


355Accretion expense


752Estimate revisions


3,615Balance, December 31

$
13,465   Note 7.
    Major
    Customers and Concentrations of Credit Risk  Major
    Customers
   11




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##### 



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

$
14,516Other


801Gathering and Processing-Gulf:Natural gas gathering


203NGL Services:Fractionation services


1,025Amounts due from fractionator partners


1,439Storage


681Other


34Accrued interest and other


499Affiliate


11,652$
30,850     Note 8.
    Long-Term
    Debt, Credit Facilities and Leasing Activities  Long-Term
    Debt
    InterestRateCredit agreement term loan, adjustable rate, due 2012


(a
)

$
250.0Senior unsecured notes, fixed rate, due 2017


7.25
%


600.0Senior unsecured notes, fixed rate, due 2011


7.50
%


150.0Total Long-term debt





$
1,000.0     (a)
    
    1.2213% at December 31, 2008   12




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
    Credit
    Facilities
        
    The Partnership together with its 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, the Partnerships ratio of
    consolidated indebtedness to consolidated EBITDA, as calculated
    under this covenant, of approximately 2.98 is in compliance with
    this covenant.
    The Partnerships 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 they
    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, the Partnerships
    ratio of  consolidated EBITDA to consolidated interest expense,
    as calculated under this covenant, of approximately 5.13 is in
    compliance with this covenant. 13




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
     12-month
  Leasing
    Activities
    20-year right-of-way rights-of-way per-unit per-unit right-of-way
    2009

$
1,3572010


8802011


3962012


902013 and thereafter


$
2,723  14




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
  Note 9.
    Owners
    Equity    GeneralQuarterly Distribution Target Amount (per unit)

Unitholders

PartnerMinimum quarterly distribution of $0.35


98
%


2
%Up to $0.4025


98



2Above $0.4025 up to $0.4375


85



15Above $0.4375 up to $0.5250


75



25Above $0.5250


50



50     one-for-one
  Note 10.
    Financial
    Instruments and Fair Value Measurements  Financial
    Instruments
    Cash and cash equivalents.
  Long-term debt.
  Advances to affiliate.
  Notes receivable from parent.
    Carrying

FairAmount

ValueCash and cash equivalents

$
116,165


$
116,165Long-term debt (see Note 8)

$
(1,000,000
)

$
(825,289
)Advances to affiliate

$
20,534


$
20,534Notes receivable from parent

$
986,063


$
986,063  15




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
  Fair
    Value Measurements
  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 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.   16




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##### 



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


2,487Gains (losses) realized in settlements


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


Balance as of December 31, 2008

$
   Note 11.
    Long-Term
    Incentive Plan      Note 12.
    Commitments
    and Contingencies  Commitments.
  5-year
  Environmental Matters-Four Corners.
 17




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##### 



WILLIAMS
    PARTNERS GP LLC
  NOTES TO
    CONSOLIDATED BALANCE
    SHEET  (Continued)
            Environmental Matters-Conway. and/or
  Will Price.
 18




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##### 



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


Gathering &Processing


Processing


NGLWest


Gulf


Services


Total(In thousands)December 31, 2008: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  19