- Lower NGL Margins Reduce DCF, Net Income in 1Q 2009

- Distribution Coverage Ratio is 0.9 for 1Q

- 1Q Results Consistent with Management's April 15 Guidance

- Cash Distribution Maintained at 63.5 Cents per LP Unit

TULSA, Okla., April 30 /PRNewswire-FirstCall/ -- Williams Partners L.P. (NYSE: WPZ) today announced unaudited first-quarter 2009 net income of $18.7 million, compared with first-quarter 2008 net income of $43.6 million. Net income per limited-partner unit for first-quarter 2009 was $0.36, compared with $0.71 per limited-partner unit for first-quarter 2008.

First-quarter 2008 net income per limited-partner unit has been revised pursuant to the adoption of an accounting rule change in 2009.

Lower natural gas liquid (NGL) margins were the primary reason for the decline in net income in the first quarter. Sharply lower NGL prices, which were somewhat offset by lower natural gas prices, were the primary drivers of the lower NGL margins. Lower operating and maintenance expenses and higher fee-based revenues partially offset the lower NGL margins.

For first-quarter 2009, the key measure of distributable cash flow per weighted-average limited partner unit was $0.56, compared with $0.74 for first-quarter 2008. Distributable cash flow for limited-partner unitholders was $29.4 million for first-quarter 2009, compared with $38.8 million for first-quarter 2008. The 2009 amounts were significantly, favorably impacted by Williams' (NYSE: WMB) waiver of its incentive distribution rights for 2009. The waiver, which is detailed in the partnership's April 15 press release, decreases the amount of distributable cash flow allocated to the general partner.

The declines in distributable cash flow in the first quarter are due to lower cash distributions from the Discovery and Wamsutter investments, as well as lower results from Four Corners. Lower NGL margins drove the decline in results at Four Corners and Wamsutter. Lower NGL margins and plant inlet volumes, including hurricane impacts, resulted in the partnership receiving no cash distribution from Discovery in the first quarter of 2009, compared with a $16.8 million distribution during first-quarter 2008.

Although first-quarter distributable cash flow and net income were sharply lower compared with first-quarter 2008, the results are consistent with the full-year 2009 guidance management previously provided.

The following chart shows management's April 15 guidance for full-year commodity prices and the corresponding effect on the partnership's DCF, along with the actual results from the first quarter.



    Commodity Price Assumptions           Full-Year 2009       1Q 2009 Actual

    Natural Gas ($/MMBtu):
        NYMEX                                 $4.50              $4.58
        Rockies                               $3.00              $3.07
        San Juan                              $3.25              $3.25

                                            Oil / NGL
                                         Low         High
    Crude Oil - WTI ($/barrel)          $45         $60            $43
    NGL to Crude Oil
     relationship*                       49%         60%            56%

    Effect on Williams Partners'
     Cash Flows
    Amounts in millions, except NGL
     margins and coverage ratios

    Four Corners NGL Margins
     ($/gallon)                       $0.27       $0.58          $0.32
    Wamsutter NGL Margins
     ($/gallon)                       $0.26       $0.57          $0.25

    2009 Distributable Cash Flow**     $105        $206            $30
    2009 Distributions                 $137        $137            $34
    Cash Distribution Coverage
     Ratio**                            0.8x        1.5x           0.9x

    * The price of natural gas liquids as a percentage of the price of crude
    oil on an equal volume basis for the remainder of 2009.
    ** Distributable Cash Flow and Cash Distribution Coverage Ratio are
    non-GAAP measures. Reconciliations to the most relevant measures included
    in GAAP are attached to this news release.

Chief Operating Officer Perspective

"As expected much lower NGL prices reduced our distributable cash flow compared with the results from last year. These reported NGL margins are in line with the guidance we provided unitholders on April 15," said Alan Armstrong, chief operating officer of the general partner of Williams Partners.

"Operationally, we were very pleased with our fee-based business, as volumes were up at our gathering and processing facilities in the West, with Wamsutter achieving a record for gathered volumes in March. We also completed all repairs on the Discovery system and are expecting a significant amount of new fee-based deepwater business to come online in the second quarter," Armstrong said.

Cash Distribution Per Limited-Partner Unit Maintained

For the first quarter, the partnership maintained its regular cash distribution to unitholders at $0.635 per unit. The partnership's cash distribution coverage ratio was 0.9x for the first quarter.

Williams Partners previously announced it expects to maintain its current level of quarterly cash distributions to limited-partner unitholders for 2009. This expectation is based on management's expectations for commodity prices, NGL margins, distributable cash flow attributable to partnership operations in 2009 and the partnership's year-end 2008 cash balance. See the partnership's April 15 news release for more detail.

Business Segment Performance

Business segment performance includes results for the partnership's three business segments: Gathering and Processing - West, which includes Four Corners and the Wamsutter investment; Gathering and Processing - Gulf, which includes the Discovery investment; and NGL Services, which includes the Conway fractionation and storage complex.



    Consolidated Segment Profit                    1Q
                                          -------------------
    Amounts in thousands                     2009        2008

    Gathering and Processing - West       $38,310     $50,405
    Gathering and Processing - Gulf           691      13,511
    NGL Services                            4,316       5,541
                                            -----       -----

    Consolidated Segment Profit           $43,317     $69,457
                                          =======     =======

    Recurring Consolidated Segment
     Profit*
    Amounts in thousands

    Gathering and Processing - West       $39,276     $47,340
    Gathering and Processing - Gulf           691      13,511
    NGL Services                            4,316       5,541
                                            -----       -----

    Recurring Consolidated Segment
     Profit*                              $44,283     $66,392
                                          =======     =======

    * A schedule reconciling segment profit to recurring segment
    profit is attached to this press release.

Lower per-unit NGL margins at Four Corners and Wamsutter drove the lower results for the Gathering & Processing - West segment during first-quarter 2009. Lower operating and maintenance expenses, as well as higher fee-based revenues and gathered volumes partially offset the lower per-unit NGL margins at both of these facilities. Severe winter weather negatively affected both of those measures at Wamsutter and Four Corners in first-quarter 2008.

Lower equity earnings from the Discovery investment drove the lower segment profit results in the Gathering and Processing - Gulf segment for first-quarter 2009. The reduced equity earnings were due primarily to lower per-unit NGL margins and lower plant inlet volumes, including hurricane effects. These negative impacts were partially offset by the receipt of $4.0 million in business interruption insurance proceeds on the Discovery investment.

Reconciliations of the partnership's distributable cash flow for limited-partner unitholders to net income, as well as recurring segment profit to reported segment profit, are available on Williams Partners' web site at www.williamslp.com and as an attachment to this document.

Distributable Cash Flow and Recurring Segment Profit Definitions

Distributable cash flow per weighted average limited-partner unit is a key measure of the partnership's financial performance and available cash flows to unitholders.

Williams Partners defines distributable cash flow attributable to partnership operations as net income (loss) plus depreciation, amortization and accretion, less earnings from equity investments, as well as adjustments for certain non-cash, non-recurring items, plus reimbursements from Williams under an omnibus agreement and less maintenance capital expenditures, plus the actual cash distributed by Wamsutter and Discovery.

Williams Partners defines distributable cash flow per limited-partner unit as distributable cash flow attributable to partnership operations allocable to limited partners divided by the weighted average limited partner-units outstanding. Distributable cash flow attributable to partnership operations allocable to limited partners is calculated by allocating the distributable cash flow attributable to partnership operations, as defined in the preceding paragraph, between the general partner and the limited partners in accordance with the cash-distribution provisions of our partnership agreement.

Williams to Host Analyst Day in New York City

Williams will host an analyst day in New York City on Tuesday, May 12. During the meeting, the company's senior management will present highlights and an overview of Williams, Williams Partners and Williams Pipeline Partners L.P. (NYSE: WMZ).

The meeting will begin at 8:30 a.m. EDT. The morning session will focus on Williams, while the afternoon session will focus on the two master limited partnerships.

Both sessions will be broadcast live via webcast. Participants are encouraged to access the webcast at www.williams.com, www.williamslp.com, or www.williamspipelinepartners.com. Slides will be available the morning of May 12 on all three web sites for viewing, downloading and printing.

A replay of the analyst meeting webcast will be available for two weeks following the event at the web sites listed above.

Today's Analyst Call

Williams Partners' management will discuss the partnership's first-quarter 2009 financial results during a live webcast today beginning at 11 a.m. EDT.

Participants are encouraged to access the webcast, as well as slides for viewing, downloading and printing at www.williamslp.com.

A limited number of phone lines also will be available at (877) 874-1563. International callers should dial (719) 325-4824. Replays of the first-quarter webcast, in both streaming and downloadable podcast formats, will be available for two weeks at www.williamslp.com following the event.

Form 10-Q

The partnership plans to file its Form 10-Q with the Securities and Exchange Commission today. The document will be available on both the SEC and Williams Partners web sites.

About Williams Partners L.P. (NYSE: WPZ)

Williams Partners L.P. is a publicly traded master limited partnership that owns natural gas gathering, transportation, processing and treating assets serving regions where producers require large scale and highly reliable services, including the Gulf of Mexico, the San Juan Basin in New Mexico and Colorado, and the Washakie Basin in Wyoming. The partnership also serves the natural gas liquids (NGL) market through its NGL fractionating and storage assets. The general partner is Williams Partners GP LLC. More information about the partnership is available at www.williamslp.com. Go to http://www.b2i.us/irpass.asp?BzID=1296&to=ea&s=0 to join our e-mail list.


    Contact:      Jeff Pounds
                  Williams (media relations)
                  (918) 573-3332

                  Sharna Reingold
                  Williams (investor relations)
                  (918) 573-2078

Williams Partners L.P. is a limited partnership formed by The Williams Companies, Inc. (Williams). Our reports, filings, and other public announcements may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You typically can identify forward-looking statements by the use of forward-looking words, such as "anticipates," believes," "could," "may," "should," "continues," "estimates," "expects," "forecasts," "might," "planned," "potential," "projects," "scheduled," "will," and other similar words. These statements are based on our present intentions and our assumptions about future events and are subject to risks, uncertainties, and other factors. In addition to any assumptions, risks, uncertainties or other factors referred to specifically in connection with such statements, other factors not specifically referenced could cause our actual results to differ materially from the results expressed or implied in any forward-looking statements. Those factors include, among others:

    --  whether we 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;
    --  availability of supplies (including the uncertainties inherent in
        assessing and estimating future natural gas reserves), market demand,
        volatility of prices, and the availability and cost of capital;
    --  inflation, interest rates and general economic conditions (including the
        current 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;
    --  changes in maintenance and construction costs;
    --  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.

Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. In addition to causing our actual results to differ, the factors listed above may cause our intentions to change. Such changes in our intentions may also cause our results to differ. We disclaim any obligation to and do not intend to publicly update or revise any forward-looking statements or changes to our intentions, whether as a result of new information, future events or otherwise.

Limited partner interests are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. Investors are urged to closely consider the disclosures and risk factors in our annual report on Forms 10-K filed with the Securities and Exchange Commission on February 26, 2009, and our quarterly reports on Form 10-Q available from our offices or from our website at www.williamslp.com.



    Reconciliation of Non-GAAP Measures
    (UNAUDITED)

        This press release includes certain financial measures, Recurring
    Segment Profit, Distributable Cash Flow and Distributable Cash Flow per
    Limited Partner Unit that are non-GAAP financial measures as defined
    under the rules of the Securities and Exchange Commission.
        For Williams Partners L.P., Recurring Segment Profit excludes items
    of income or loss that we characterize as unrepresentative of our ongoing
    operations.  Management believes Recurring Segment Profit provides
    investors meaningful insight into Williams Partners L.P.'s results from
    ongoing operations.
        For Williams Partners L.P. we define Distributable Cash Flow
    attributable to partnership operations as net income (loss) plus
    depreciation, amortization and accretion, less our earnings from equity
    investments, as well as adjustments for certain non-cash, non-recurring
    items, plus reimbursements from Williams under an omnibus agreement and
    less maintenance capital expenditures, plus the actual cash distributed
    by Wamsutter and Discovery.  For our equity investments, Wamsutter and
    Discovery, we define Distributable Cash Flow as net income (loss) plus
    depreciation, amortization and accretion and less maintenance capital
    expenditures.  We also adjust for certain non-cash, non-recurring items.
    Our equity share of Wamsutter's Distributable Cash Flow is based on the
    distribution provisions of the Wamsutter LLC Agreement.  Our equity share
    of Discovery's Distributable Cash Flow is 60%.
        For Williams Partners L.P. we define Distributable Cash Flow per
    Limited Partner Unit as Distributable Cash Flow attributable to
    partnership operations allocable to limited partners divided by the
    weighted average limited partner units outstanding.  Distributable Cash
    Flow attributable to partnership operations allocable to limited partners
    is calculated by allocating the distributable cash flow attributable to
    partnership operations, as defined in the preceding paragraph,  between
    the general partner and the limited partners in accordance with the cash
    distribution provisions of our partnership agreement.
        For Williams Partners L.P. we also calculate the ratio of
    Distributable Cash Flow per Limited Partner Unit to the actual cash
    distribution per unit paid and the ratio of Distributable Cash Flow
    attributable to partnership operations to the total cash distributed
    (cash distribution coverage ratio).  These two measures reflect the
    amount of Distributable Cash Flow relative to our actual cash
    distribution on both a per Limited Partner Unit and  total distribution
    basis.  We have also provided these ratios calculated using the most
    directly comparable GAAP measures, net income per unit and net income.
        This press release is accompanied by a reconciliation of these
    non-GAAP financial measures to their nearest GAAP financial measures.
    Management uses these financial measures because they are accepted
    financial indicators used by investors to compare company performance.
    In addition, management believes that these measures provide investors
    an enhanced perspective of the operating performance of the Partnership's
    assets and the cash that the business is generating.  Neither Recurring
    Segment Profit nor Distributable Cash Flow are intended to represent cash
    flows for the period, nor are they presented as an alternative to net
    income (loss) or cash flow from operations.  Distributable Cash Flow per
    Limited Partner is not presented as an alternative to net income per
    unit.  They should not be considered in isolation or as substitutes for a
    measure of performance prepared in accordance with United States generally
    accepted accounting principles.

                                                2008
                                                ----
    (Thousands,
     except per-unit
     amounts)          1st Qtr     2nd Qtr     3rd Qtr     4th Qtr      Y-T-D
    -----------------  -------     -------     -------     -------      -----
    Williams Partners L.P.
    Reconciliation of Non-GAAP
     "Recurring Segment
     Profit" to GAAP
     "Segment Profit"

    Gathering and
     Processing - West $50,405     $86,778     $70,691     $46,288   $254,162
    Gathering and
     Processing - Gulf  13,511       8,446       8,480     (14,590)    15,847
    NGL Services         5,541       3,414       6,315       8,768     24,038
                         -----       -----       -----       -----     ------

    Segment Profit      69,457      98,638      85,486      40,466    294,047
      Non-recurring Items:
        Gathering and
         Processing - West
          Involuntary
           conversion
           gain resulting
           from Ignacio
           fire              -      (3,266)     (6,010)     (2,328)   (11,604)
          Wamsutter
           customer
           contract
           adjustment
           included in
           equity
           earnings     (3,065)          -           -           -     (3,065)
        Gathering and
         Processing - Gulf
           Discovery
            hurricane
            repair
            expenses up
            to
            insurance
            deductible
            (60%)            -           -         890       2,935      3,825
           Hurricane-
            related
            survey
            costs
            (60%)            -           -           -       1,188      1,188
        NGL Services
          Product
           imbalance
           valuation
           adjustment        -           -           -      (1,437)    (1,437)
      Other items:
        Gathering and
         Processing - Gulf
          Impairment
           of
           Carbonate
           Trend
           gathering
           pipeline          -           -           -       6,187      6,187
                           ---         ---         ---       -----      -----
    Recurring Segment
     Profit            $66,392     $95,372     $80,366     $47,011   $289,141
                       =======     =======     =======     =======   ========



                                                       2009
                                                       ----
    (Thousands,
     except per-unit
     amounts)                                        1st Qtr
    -----------------                                -------

    Gathering and
     Processing - West                               $38,310
    Gathering and
     Processing - Gulf                                   691
    NGL Services                                       4,316
                                                       -----

    Segment Profit                                    43,317
      Non-recurring Items:
        Gathering and
         Processing - West
          Involuntary
           conversion
           gain resulting
           from Ignacio
           fire                                          966
          Wamsutter
           customer
           contract
           adjustment
           included in
           equity
           earnings                                        -
        Gathering and
         Processing - Gulf
           Discovery
            hurricane
            repair
            expenses up
            to
            insurance
            deductible
            (60%)                                          -
           Hurricane-
            related
            survey
            costs
            (60%)                                          -
        NGL Services
          Product
           imbalance
           valuation
           adjustment                                      -
      Other items:
        Gathering and
         Processing - Gulf
          Impairment
           of
           Carbonate
           Trend
           gathering
           pipeline                                        -
                                                         ---
    Recurring Segment
     Profit                                          $44,283
                                                     =======

                                                                                                                          2008
                                                ----
    (Thousands,
     except per-unit
     amounts)          1st Qtr     2nd Qtr     3rd Qtr     4th Qtr      Y-T-D
    -----------------  -------     -------     -------     -------      -----
    Williams Partners L.P.
    Reconciliation of Non-GAAP
     "Distributable Cash Flow
     per Limited Partner
     Unit "GAAP "Net income"

    Net income         $43,629     $71,822     $60,833     $15,105   $191,389
    Depreciation,
     amortization and
     accretion          11,226      11,002      11,735      11,066     45,029
    Non-cash
     amortization of
     debt issuance
     costs included
     in interest
     expense               489         459         459         461      1,868
    Involuntary
     conversion gain
     resulting from
     Ignacio fire            -      (3,266)     (6,010)     (2,328)   (11,604)
    Equity earnings    (34,815)    (46,050)    (29,045)        731   (109,179)
    Reimbursements
     from Williams
     under omnibus
     agreement             771         865         692         653      2,981
    Impairment of
     Carbonate Trend
     gathering
     pipeline                -           -           -       6,187      6,187
    Maintenance
     capital
     expenditures (a)   (8,534)     (2,497)     (5,309)     (5,420)   (21,760)
                        ------      ------      ------      ------    -------

    Distributable
     Cash Flow
     Excluding Equity
     Investments       $12,766     $32,335     $33,355     $26,455   $104,911
                       -------     -------     -------     -------   --------

    Plus: Wamsutter
     cash
     distributions to
     Williams
     Partners L.P.      22,704      26,603      28,989      20,843     99,139
    Plus:
     Discovery's cash
     distributions to
     Williams
     Partners L.P.      16,800      15,600      13,200      10,800     56,400
                        ------      ------      ------      ------     ------

    Distributable
     cash flow
     attributable to
     partnership
     operations         52,270      74,538      75,544      58,098    260,450

    Distributable
     Cash Flow
     attributable to
     partnership
     operations
     allocable to
     general partner    13,431      24,565      25,067      16,344     79,407
                        ------      ------      ------      ------     ------
    Distributable
     Cash Flow
     attributable to
     limited
     partnership
     operations
     allocable to
     limited partners  $38,839     $49,973     $50,477     $41,754   $181,043
                       =======     =======     =======     =======   ========

    Weighted average
     number of units
     outstanding:   52,774,728  52,774,728  52,775,912  52,777,452  52,775,710
                    ==========  ==========  ==========  ==========  ==========

    Distributable
     Cash Flow
     attributable to
     partnership
     operations per
     limited partner
     unit:               $0.74       $0.95       $0.96       $0.79      $3.44
                         =====       =====       =====       =====      =====

    Actual cash
     distribution per
     unit:             $0.6000     $0.6250     $0.6350     $0.6350    $2.4950
    Total cash
     distributed:      $37,922     $40,560     $41,617     $41,617   $161,716

    Coverage ratios:

    Distributable Cash Flow attributable to partnership operations per limited
     partner unit divided by
      Actual cash
       distribution
       per unit:           1.2         1.5         1.5         1.2        1.4
                           ===         ===         ===         ===        ===

    Distributable cash flow attributable to partnership operations divided by
      Total cash
       distributed         1.4         1.8         1.8         1.4        1.6
                           ===         ===         ===         ===        ===

    Net income, per
     common and
     subordinated
     unit divided by
     Actual cash
     distribution per
     unit                  1.2         1.9         1.6         0.2        1.2
                           ===         ===         ===         ===        ===

    Net income
     divided by Total
     cash distributed      1.2         1.8         1.5         0.4        1.2
                           ===         ===         ===         ===        ===

    (a) Maintenance capital expenditures includes certain well connection
     capital.

    Wamsutter
    Reconciliation of Non-GAAP "Distributable Cash Flow" to GAAP "Net income"

    Net income         $21,194     $37,480     $32,007     $13,083   $103,764
    Depreciation,
     amortization and
     accretion           5,228       5,213       5,295       5,446     21,182
    Maintenance
     capital
     expenditures       (3,245)     (6,258)     (5,867)     (6,070)   (21,440)
                        ------      ------      ------      ------    -------

    Distributable
     Cash Flow - 100%  $23,177     $36,435     $31,435     $12,459   $103,506
                       =======     =======     =======     =======   ========

    Discovery Producer Services
    Reconciliation of Non-GAAP "Distributable Cash Flow" to GAAP "Net income"

    Net income (loss)  $22,701     $14,282     $13,740    $(16,323)    34,400
    Depreciation,
     amortization and
     accretion           6,983       6,802       3,726       3,813     21,324
    Maintenance
     capital
     expenditures         (187)       (285)       (680)        (19)    (1,171)
                          ----        ----        ----         ---     ------

    Distributable
     Cash Flow - 100%  $29,497     $20,799     $16,786    $(12,529)   $54,553
                       =======     =======     =======    ========    =======

    Distributable
     Cash Flow - our
     60% interest      $17,698     $12,479     $10,072     $(7,517)   $32,732
                       =======     =======     =======     =======    =======


                                                      2009
                                                      ----
    (Thousands,
     except per-unit
     amounts)                                        1st Qtr
    -----------------                                -------

    Williams Partners L.P.
    Reconciliation of Non-GAAP
     "Distributable Cash Flow
     per Limited Partner
     Unit "GAAP "Net income"


    Net income                                       $18,672
    Depreciation,
     amortization and
     accretion                                        11,184
    Non-cash
     amortization of
     debt issuance
     costs included
     in interest
     expense                                             460
    Involuntary
     conversion gain
     resulting from
     Ignacio fire                                        966
    Equity earnings                                  (12,110)
    Reimbursements
     from Williams
     under omnibus
     agreement                                           327
    Impairment of
     Carbonate Trend
     gathering
     pipeline                                              -
    Maintenance
     capital
     expenditures (a)                                 (5,142)
                                                      ------

    Distributable
     Cash Flow
     Excluding Equity
     Investments                                     $14,357
                                                     -------

    Plus: Wamsutter
     cash
     distributions to
     Williams
     Partners L.P.                                    15,643
    Plus:
     Discovery's cash
     distributions to
     Williams
     Partners L.P.                                         -
                                                         ---

    Distributable
     cash flow
     attributable to
     partnership
     operations                                       30,000

    Distributable
     Cash Flow
     attributable to
     partnership
     operations
     allocable to
     general partner                                     600
                                                         ---
    Distributable
     Cash Flow
     attributable to
     limited
     partnership
     operations
     allocable to
     limited partners                                $29,400
                                                     =======

    Weighted average
     number of units
     outstanding:                                 52,777,452
                                                  ==========

    Distributable
     Cash Flow
     attributable to
     partnership
     operations per
     limited partner
     unit:                                             $0.56
                                                       =====

    Actual cash
     distribution per
     unit:                                           $0.6350

    Total cash
     distributed:                                    $34,197

    Coverage ratios:

    Distributable Cash Flow attributable to partnership operations per limited
     partner unit divided by
      Actual cash
       distribution
       per unit:                                         0.9
                                                         ===

    Distributable cash flow attributable to partnership operations divided by
      Total cash
       distributed                                       0.9
                                                         ===


    Net income, per
     common and
     subordinated
     unit divided by
     Actual cash
     distribution per
     unit                                                0.6
                                                         ===

    Net income
     divided by Total
     cash distributed                                    0.5
                                                         ===

    (a) Maintenance capital expenditures includes certain well connection
     capital.

    Wamsutter
    Reconciliation of Non-GAAP "Distributable Cash Flow" to GAAP "Net income"

    Net income                                       $15,321
    Depreciation,
     amortization and
     accretion                                         5,447
    Maintenance
     capital
     expenditures                                     (5,437)
                                                      ------

    Distributable
     Cash Flow - 100%                                $15,331
                                                     =======

    Discovery Producer Services
    Reconciliation of Non-GAAP "Distributable Cash Flow" to GAAP "Net income"

    Net income (loss)                                $(5,352)
    Depreciation,
     amortization and
     accretion                                         3,929
    Maintenance
     capital
     expenditures                                        (70)
                                                         ---

    Distributable
     Cash Flow - 100%                                $(1,493)
                                                     =======

    Distributable
     Cash Flow - our
     60% interest                                      $(896)
                                                       =====



    Consolidated Statements of Income
    (UNAUDITED)

                                                2008*
                                                ----
    (Thousands,
     except per-unit
     amounts)          1st Qtr     2nd Qtr     3rd Qtr     4th Qtr     Y-T-D
    -----------------  -------     -------     -------     -------     -----
    Revenues:
      Product sales:
       Affiliate       $78,122     $94,134     $92,421     $49,622   $314,299
       Third-party       4,221       9,741       6,430       4,589     24,981
      Gathering and processing:
       Affiliate         8,790       9,847       9,480       9,776     37,893
       Third-party      46,210      49,548      50,721      48,577    195,056
      Storage            7,333       7,102       8,264       8,730     31,429
      Fractionation      3,292       4,804       5,484       3,861     17,441
      Other              2,394       3,069       2,913       7,585     15,961
                         -----       -----       -----       -----     ------

    Total revenues     150,362     178,245     175,713     132,740    637,060

    Cost and expenses:
      Product cost and
       shrink replacement:
       Affiliate        22,033      27,686      22,358      13,295     85,372
       Third-party      30,065      38,323      35,391      16,927    120,706
      Operating and
       maintenance expense:
       Affiliate        23,133      16,548      21,220      15,834     76,735
       Third-party      23,951      29,984      29,257      25,974    109,166
      Depreciation,
       amortization and
       accretion        11,226      11,002      11,735      11,066     45,029
      General and
       administrative expense:
       Affiliate         9,876      12,385      10,620      11,184     44,065
       Third-party         928         749         664         653      2,994
      Taxes other than
       income            2,505       2,167       2,314       2,522      9,508
      Other, net           333      (2,811)     (5,822)      4,777     (3,523)
                           ---      ------      ------       -----     ------

    Total costs and
     expenses          124,050     136,033     127,737     102,232    490,052
                       -------     -------     -------     -------    -------

    Operating income    26,312      42,212      47,976      30,508    147,008

    Equity earnings -
      Wamsutter         21,194      37,480      20,801       9,063     88,538
    Discovery
     investment
     income (loss)      13,621       8,570       8,244      (8,078)    22,357
    Interest expense   (17,673)    (16,683)    (16,437)    (16,427)   (67,220)
    Interest income        175         243         249          39        706
                           ---         ---         ---         ---         ---

    Net income         $43,629     $71,822     $60,833     $15,105   $191,389
                       =======     =======     =======     =======   ========

    Allocation of net income *
     Net income        $43,629     $71,822     $60,833     $15,105   $191,389
     Allocation of
      net income
      (loss) to
      general
      partner*           5,981       7,811       7,985       7,180     28,957
                         -----       -----       -----       -----     ------
     Allocation of
      net income to
      limited
      partners*         37,648      64,011      52,848       7,925    162,432

     Net income, per
      common and
      subordinated
      unit*              $0.71       $1.21       $1.00       $0.15      $3.07
     Weighted average
      number of units
      outstanding   52,774,728  52,774,728  52,775,912  52,777,452 52,775,710


                                                      2009
                                                      ----
    (Thousands,
     except per-unit
     amounts)                                        1st Qtr
    -----------------                                -------

    ---------
    Revenues:
      Product sales:
       Affiliate                                     $30,872
       Third-party                                     2,291
      Gathering and processing:
       Affiliate                                      10,610
       Third-party                                    47,255
      Storage                                          8,361
      Fractionation                                    2,557
      Other                                            3,522
                                                       -----

    Total revenues                                   105,468

    Cost and expenses:
      Product cost and shrink
       replacement:
       Affiliate                                       8,866
       Third-party                                    11,296
      Operating and maintenance
       expense:
       Affiliate                                      11,759
       Third-party                                    28,147
      Depreciation,
       amortization and
       accretion                                      11,184
      General and administrative
       expense:
       Affiliate                                      11,587
       Third-party                                       893
      Taxes other than
       income                                          2,436
      Other, net                                       1,679
                                                       -----

    Total costs and
     expenses                                         87,847
                                                      ------

    Operating income                                  17,621

    Equity earnings -
      Wamsutter                                       15,321
    Discovery
     investment
     income (loss)                                       812
    Interest expense                                 (15,116)
    Interest income                                       34
                                                         ---

    Net income                                       $18,672
                                                     =======

    Allocation of net income *
     Net income                                      $18,672
     Allocation of
      net income
      (loss) to
      general
      partner*                                          (372)
                                                        ----
     Allocation of
      net income to
      limited
      partners*                                       19,044

     Net income, per
      common and
      subordinated
      unit*                                            $0.36
     Weighted average
      number of units
      outstanding                                 52,777,452
    -----------------
    * The Net income, per common and subordinated unit for 2008 amounts have
    been retrospectively adjusted for EITF Issue No 07-4, "Application of the
    Two-Class Method under FASB Statement No. 128, Earnings per Share, to
    Master Limited Partnerships."  EITF Issue No. 07-4 states, among other
    things, that the calculation of earnings per unit should not reflect an
    allocation of undistributed earnings to the incentive distribution right
    (IDR) holders beyond amounts distributable to IDR holders under the terms
    of the partnership agreement.  Previously, under generally accepted
    accounting principles, we calculated earnings per unit as if all the
    earnings for the period had been distributed, which resulted in an
    additional allocation of income to the general partner (the IDR holder)
    in quarterly periods where an assumed incentive distribution exceeded the
    actual distributions  Following the adoption of the guidance in EITF
    Issue No. 07-4, we no longer calculate assumed incentive distributions.
    We adopted EITF Issue No.



    Segment Profit & Operating Statistics
    (UNAUDITED)

                                               2008
                                               ----
    (Thousands)          1st Qtr   2nd Qtr   3rd Qtr   4th Qtr    Y-T-D
    -----------          -------   -------   -------   -------    -----

    Gathering and
     Processing - West
    Segment revenues    $132,333  $158,563  $155,217  $114,025  $560,138
    Product cost and
     shrink replacement   47,446    61,144    53,902    26,700   189,192
    Operating and
     maintenance
     expense              40,893    36,677    42,129    37,014   156,713
    Depreciation,
     amortization and
     accretion            10,299    10,136    10,811     9,969    41,215
    Direct general and
     administrative
     expenses              1,930     2,058     2,188     2,157     8,333
    Other, net             2,554      (750)   (3,703)      960      (939)
                           -----      ----    ------       ---      ----

    Segment operating
     income               29,211    49,298    49,890    37,225   165,624
    Equity earnings       21,194    37,480    20,801     9,063    88,538
                          ------    ------    ------     -----    ------

    Segment profit       $50,405   $86,778   $70,691   $46,288  $254,162
                         =======   =======   =======   =======  ========

    Gathering and
     Processing - Gulf
    Segment revenues        $567      $546      $537      $446    $2,096
    Operating and
     maintenance
     expense                 524       519       148       477     1,668
    Depreciation and
     accretion               153       151       153       294       751
    Other, net                 -         -         -     6,187     6,187
                             ---       ---       ---     -----     -----

    Segment operating
     income (loss)          (110)     (124)      236    (6,512)   (6,510)
    Discovery
     investment income
     (loss)               13,621     8,570     8,244    (8,078)   22,357
                          ------     -----     -----    ------    ------

    Segment profit
     (loss)              $13,511    $8,446    $8,480  $(14,590)  $15,847
                         =======    ======    ======  ========   =======

    ------------
    NGL Services
    Segment revenues     $17,462   $19,136   $19,959   $18,269   $74,826
    Product cost           4,652     4,865     3,847     3,522    16,886
    Operating and
     maintenance
     expense               5,667     9,336     8,200     4,317    27,520
    Depreciation and
     accretion               774       715       771       803     3,063
    Direct general and
     administrative
     expenses                544       700       631       707     2,582
    Other, net               284       106       195       152       737
                             ---       ---       ---       ---       ---

    Segment profit        $5,541    $3,414    $6,315    $8,768   $24,038
                          ======    ======    ======    ======   =======

    ------------------
    Williams Partners:
         Conway storage
          revenues        $7,333    $7,102    $8,264    $8,730   $31,429
         Conway
          fractionation
          volumes (bpd) -
          our 50%         33,103    38,173    43,829    40,898    39,019
         Carbonate Trend
          gathering volumes
          (BBtu/d)            24        23        21        19        22
    Williams Four Corners:
        Gathering  volumes
         (BBtu/d)          1,316     1,410     1,406     1,388     1,380
        Plant inlet
         natural gas
         volumes (BBtu/d)    547       680       681       673       646
        NGL equity sales
         (million
         gallons)             36        43        43        40       162
        NGL margin
         ($/gallon)        $0.74     $0.78     $0.88     $0.57     $0.75
        NGL production
         (million
         gallons)            112       140       134       132       518
    Wamsutter - 100%:
         Gathering  volumes
          (BBtu/d)           434       521       506       534       499
         Plant inlet
          natural gas
          volumes (BBtu/d)   404       427       393       413       409
         NGL equity sales
          (million
          gallons)            41        36        30        32       139
         NGL margin
          ($/gallon)       $0.58     $0.63     $0.77     $0.40     $0.59
         NGL production
          (million
          gallons)           106       114        97        98       415
    Discovery Producer Services - 100%
         Plant inlet
          natural gas
          volumes (BBtu/d)   627       614       378       211       457
         Gross processing
          margin
          ($/MMBtu)        $0.45     $0.36     $0.48        $-     $0.37
         NGL equity sales
          (million
          gallons)            37        23        21         4        85
         NGL production
          (million
          gallons)            70        58        43        10       181


                                                      2009
                                                      ----
    (Thousands)                                      1st Qtr
    -----------                                      -------

    Gathering and Processing - West
    Segment revenues                                 $90,778
    Product cost and
     shrink replacement                               18,461
    Operating and
     maintenance
     expense                                          33,014
    Depreciation,
     amortization and
     accretion                                        10,344
    Direct general and
     administrative
     expenses                                          2,161
    Other, net                                         3,809
                                                       -----

    Segment operating
     income                                           22,989
    Equity earnings                                   15,321
                                                      ------

    Segment profit                                   $38,310
                                                     =======

    Gathering and Processing - Gulf
    Segment revenues                                    $486
    Operating and
     maintenance
     expense                                             575
    Depreciation and
     accretion                                            32
    Other, net                                             -
                                                         ---

    Segment operating
     income (loss)                                      (121)
    Discovery
     investment income
     (loss)                                              812
                                                         ---

    Segment profit
     (loss)                                             $691
                                                        ====

    ------------
    NGL Services
    Segment revenues                                 $14,204
    Product cost                                       1,701
    Operating and
     maintenance
     expense                                           6,317
    Depreciation and
     accretion                                           808
    Direct general and
     administrative
     expenses                                            756
    Other, net                                           306
                                                         ---

    Segment profit                                    $4,316
                                                      ======

    ------------------
    Williams Partners:
         Conway storage
          revenues                                    $8,361
         Conway
          fractionation
          volumes (bpd) -
          our 50%                                     36,721
         Carbonate Trend
          gathering volumes
          (BBtu/d)                                        20
    Williams Four Corners:
        Gathering  volumes
         (BBtu/d)                                      1,355
        Plant inlet
         natural gas
         volumes (BBtu/d)                                653
        NGL equity sales
         (million
         gallons)                                         39
        NGL margin ($/gallon)                          $0.32
        NGL production
         (million
         gallons)                                        123
    Wamsutter - 100%:
         Gathering  volumes
          (BBtu/d)                                       534
         Plant inlet
          natural gas
          volumes (BBtu/d)                               437
         NGL equity sales
          (million
          gallons)                                        36
         NGL margin ($/gallon)                         $0.25
         NGL production
          (million
          gallons)                                       105
    Discovery Producer Services - 100%
         Plant inlet
          natural gas
          volumes (BBtu/d)                               324
         Gross processing
          margin ($/MMBtu)                             $0.10
         NGL equity sales
          (million
          gallons)                                        12
         NGL production
          (million
          gallons)                                        30

SOURCE Williams Partners L.P.