1.	Description of Business and Basis of Presentation

Basis of presentation. These financial statements pertain to the entity formerly named Access Midstream Partners, L.P. (“ACMP”). As further described below, following the consummation of a merger on February 2, 2015, the name of the entity was changed to Williams Partners L.P. For purposes of these financial statements, references to Williams Partners L.P. (the “Partnership” or “Pre-merger ACMP”) pertain to ACMP as it existed prior to the consummation of the merger, the “Merged Partnership” pertains to the entity as it exists after the consummation of the merger, and “Pre-merger WPZ” pertains to the entity originally named Williams Partners L.P. prior to the consummation of the merger. WPZ, a Delaware limited partnership formed in January 2010, is principally focused on natural gas gathering, the first segment of midstream energy infrastructure that connects natural gas produced at the wellhead to third-party takeaway pipelines. The Partnership’s assets are located in Arkansas, Kansas, Louisiana, Ohio, Oklahoma, Pennsylvania, Texas, West Virginia and Wyoming. The Partnership provides gathering, treating and compression services to Chesapeake Energy Corporation (“Chesapeake”), Total Gas and Power North America, Inc. and Total E&P USA, Inc., a wholly owned subsidiary of Total, S.A. (collectively, “Total”), Statoil ASA (“Statoil”), Anadarko Petroleum Corporation (“Anadarko”), Mitsui & Co., Ltd. (“Mitsui”) and other producers under long-term, fixed-fee contracts.

For purposes of these financial statements, the “GIP I Entities” refers to, collectively, GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P. and GIP-C Holding (CHK), L.P., the “GIP II Entities” refers to certain entities affiliated with Global Infrastructure Investors II, LLC, and “GIP” refers to the GIP I Entities and their affiliates and the GIP II Entities, collectively. “Williams” refers to The Williams Companies, Inc. (NYSE: WMB).

The accompanying consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). To conform to these accounting principles, management makes estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. These estimates are evaluated on an ongoing basis, utilizing historical experience and other methods considered reasonable under the particular circumstances. Although these estimates are based on management’s best available knowledge at the time, changes in facts and circumstances or discovery of new facts or circumstances may result in revised estimates and actual results may differ from these estimates. Effects on the Partnership’s business, financial position and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revision become known.

Williams Acquisition. On July 1, 2014, Williams acquired all of the interests in the Partnership and Access Midstream Ventures, L.L.C. (“Access Midstream Ventures”), the sole member of Access Midstream Partners GP, L.L.C. (the “General Partner”), that were owned by the GIP II Entities (the “Williams Acquisition”). As a result of the Williams Acquisition, Williams wholly owns the General Partner. The GIP II Entities no longer have any ownership interest in the Partnership or the General Partner. At December 31, 2014, Williams held 4,157,665 notional general partner units representing a 2.0 percent general partner interest in the Partnership, all of the Partnership’s incentive distribution rights, 88,940,056 common units and 12,930,367 Class B units. At December 31, 2014, Williams’ ownership represented an aggregate 49.0 percent limited partner interest in the Partnership. The public held 101,855,143 common units, representing a 49.0 percent limited partner interest in the Partnership.

As a result of the Williams Acquisition, both components of the Management Incentive Compensation Plan and all of the equity awards previously outstanding under the Long-Term Incentive Plan vested on July 1, 2014. In addition, on July 16, 2014, the Partnership issued cash and equity retention awards to certain key employees that have various vesting periods between one and four years. As a result of these transaction related costs, total compensation expense for the year ended December 31, 2014 was approximately $96.0 million.

Merger with Williams Partners L.P. Pursuant to an Agreement and Plan of Merger dated as of October 24, 2014, the general partners of Williams Partners L.P. and Access Midstream Partners, L.P. agreed to combine those businesses and their general partners, with Williams Partners L.P. merging with and into Access Midstream Partners, L.P. and the Access Midstream Partners, L.P. general partner being the surviving general partner (the “Merger”). As further described below, following the consummation of the Merger on February 2, 2015, the name of the registrant was changed to Williams Partners L.P. and the name of its general partner was changed to WPZ GP LLC.

In accordance with the terms of the Merger, each Pre-merger ACMP unitholder received 1.06152 Pre-merger ACMP units for each Pre-merger ACMP unit owned immediately prior to the Merger (“Pre-merger Unit Split”). In conjunction with the Merger, each Pre-merger WPZ common unit held by the public was exchanged for 0.86672 common units of Pre-merger ACMP (“Merger Exchange”). Each Pre-merger WPZ common unit held by Williams was exchanged for 0.80036 common units of Pre-merger ACMP. Prior to the closing of the Merger, the Class D limited partner units of Pre-merger WPZ, all of which were held by Williams, were converted into Pre-merger WPZ common units on a one-for-one basis pursuant to the terms of the partnership agreement of Pre-merger WPZ. All of the general partner interests of Pre-merger WPZ were converted into general partner interests of Pre-merger ACMP such that the general partner interest of Pre-merger ACMP represents 2 percent of the outstanding partnership interest. Following the Merger, Williams owns an approximate 60 percent interest in the merged partnership, including the general partner interest and IDRs. Unless otherwise noted, all units discussed throughout this report are Pre-merger ACMP units before the Pre-merger Unit Split.

Prior to the Merger, Williams owned certain limited partnership interests in both Pre-merger WPZ and Pre-merger ACMP, as well as 100 percent of the general partners of both partnerships. Due to the ownership of the general partners, Williams controlled both partnerships. Williams’ control of Pre-merger WPZ began with its inception in 2005, while control of Pre-merger ACMP was achieved upon obtaining an additional 50 percent interest in its general partner effective July 1, 2014. Williams previously acquired 50 percent of the Pre-merger ACMP general partner in a separate transaction in 2012.

Midcon Acquisition. On March 31, 2014, the Partnership acquired certain midstream compression assets from MidCon Compression, L.L.C. (“MidCon”), a wholly owned subsidiary of Chesapeake, for approximately $160 million. The acquisition added natural gas compression assets, historically leased from MidCon, in the rapidly growing Utica Shale and Marcellus Shale regions. The acquired assets include more than 100 compression units with a combined capacity of approximately 200,000 horsepower.

GIP II Entities acquisition. During the second quarter of 2012, the GIP II Entities acquired Chesapeake’s 50 percent interest in the Partnership’s general partner and all of the common units and subordinated units in the Partnership that were previously held by Chesapeake. The remaining 50 percent interest in the Partnership’s general partner continued to be owned by the GIP I Entities.

Williams 2012 Acquisition. Concurrently with the CMO Acquisition, the GIP I Entities sold to Williams 34,538,061 of the Partnership’s subordinated units and 50% of the outstanding equity interests in the General Partner, for cash consideration of approximately $1.8 billion (the “Williams 2012 Acquisition”). The Partnership did not receive any cash proceeds from the Williams 2012 Acquisition. As a result of the closing of the Williams 2012 Acquisition, the GIP I Entities no longer had any ownership interest in the Partnership or its general partner and the GIP II Entities and Williams together owned and controlled the Partnership’s general partner until the Williams Acquisition in 2014.

Equity Issuance. On August 2, 2013, the Partnership entered into an Equity Distribution Agreement (“ATM”) under which it may offer and sell common units, in amounts, at prices and on terms to be determined by market conditions and other factors, having an aggregate market value of up to $300 million. The Partnership is under no obligation to issue equity under the ATM. For the year ended December 31, 2014, the Partnership sold an aggregate of 0.9 million common units under the ATM for net proceeds of approximately $52.2 million, net of approximately $0.5 million in commissions, plus an approximate $1.0 million capital contribution from the Partnership’s general partner to maintain its two percent general partner interest. For the year ended December 31, 2013, the Partnership sold an aggregate of 0.9 million common units under the ATM for aggregate gross proceeds of approximately $50.1 million and an approximate $1.0 million capital contribution from the Partnership’s general partner to maintain its two percent general partner interest. The Partnership used the proceeds for general partnership purposes. On February 24, 2015 management filed a post-effective amendment to terminate the effectiveness of the registration statement pertaining to sales of securities under the ATM and to deregister the offer and sale of all unsold securities thereunder. Management anticipates filing a new registration statement on Form S-3 concerning the sale, on a continuous offering basis, by the Merged Partnership of common units.

On April 2, 2013, the Partnership completed an equity offering of 10.35 million common units, including 1.35 million common units issued pursuant to the underwriters’ exercise of their option to purchase additional common units, at a price of $39.86 per common unit. The Partnership received offering proceeds (net of underwriting discounts and commissions) of $399.8 million from the equity offering, including proceeds from the underwriters’ exercise of their option to purchase additional common units, plus an approximate $8.4 million capital contribution from the General Partner to maintain its two percent general partner interest. The proceeds were used for general partnership purposes, including repayment of amounts outstanding under the Partnership’s revolving credit facility.

On December 18, 2012, the Partnership completed an equity offering of 18.4 million common units (such amount includes 2.4 million common units issued pursuant to the exercise of the underwriters’ over-allotment option) representing limited partner interest in the Partnership, at a price of $32.15 per common unit. The Partnership received gross offering proceeds (net of underwriting discounts, commissions and offering expenses) from the equity offering of approximately $569.3 million, including the exercise of the option to purchase additional units. The Partnership used the net proceeds to pay a portion of the purchase price for the CMO Acquisition.

Subscription Agreement. On December 20, 2012, the Partnership sold 5.9 million Class B units to each of the GIP II Entities and Williams and 5.6 million Class C units to each of the GIP II Entities and Williams, in each case pursuant to the subscription agreement. The Partnership received aggregate proceeds of approximately $712.1 million in exchange for the sale of Class B units and Class C units, inclusive of the capital contribution made by its general partner to maintain its 2.0 percent interest in the Partnership following the issuance of common, Class B and Class C units.

Limited partner and general partner units. The following table summarizes common, subordinated, Class B, Class C and general partner units issued during the years ended December 31, 2014, 2013 and 2012:

	Limited Partner Units
	Common		Subordinated			Class B		Class C			General Partner Interests		Total
Balance at December 31, 2011		78,876,643		69,076,122			—		—			3,019,444		150,972,209
Long-term incentive plan awards		47,810		—			—		—			976		48,786
December 2012 equity issuances		18,400,000		—			11,858,050		11,199,268			846,068		42,303,386
Balance at December 31, 2012		97,324,453		69,076,122			11,858,050		11,199,268			3,866,488		193,324,381
Long-term incentive plan awards		98,242		—			—		—			2,006		100,248
April 2013 equity issuance		10,350,000		—			—		—			211,224		10,561,224
Conversion of subordinated units to common units		69,076,122		(69,076,122	)		—		—			—		—
ATM equity issuances		952,330		—			—		—			19,435		971,765
Paid-in-kind Class B unit distributions		—		—			566,308		—			11,557		577,865
Balance at December 31, 2013		177,801,147		—			12,424,358		11,199,268			4,110,710		205,535,483
Long-term incentive plan awards		885,565		—			—		—			18,073		903,638
Conversion of Class C units to common units		11,199,268		—			—		(11,199,268	)		—		—
ATM equity issuances		909,219		—			—		—			18,555		927,774
Paid-in kind Class B unit distributions		—		—			506,009		—			10,327		516,336
Balance at December 31, 2014		190,795,199		—			12,930,367		—			4,157,665		207,883,231
Pre-merger unit split rate		1.06152					1.06152					1.06152		1.06152
Balance at December 31, 2014		202,532,920		—			13,725,843		—			4,413,445		220,672,208

Accounting standards issued but not yet adopted. On May 28, 2014, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction and industry specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. This guidance will be effective for the Partnership beginning January 1, 2017. The Partnership is currently evaluating the impact of this new standard on its consolidated financial statements.