NYSE: WMB | www.williams.com

Wells Fargo Midstream & Utility Symposium

John Chandler, SVP and Chief Financial Officer

December 9, 2020

Large-scale, irreplaceable natural gas infrastructure

Wamsutter

Southwest

Wyoming

Williams' Asset Map

Piceance DJ Basin

Anadarko /

Mid-Con

Permian

Haynesville

Barnett

Eagle Ford

Deepwater

Gulf of Mexico

Marcellus

+ Utica

Handling

Serving

30%

600

nation's

customers

natural gas

Transco

Serving

15

Nation's largest

and fastest

key supply

growing major

pipeline

areas

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com

2

Succeeding through current volatile environment

17%

Adjusted Earnings Per Share ($/Shr)

DCF ($MM) & Dividend Per Share ($/Shr)

$0.99

$3,297

$3,050 - $3,450 Healthy

$0.95 - $1.25

CAGR TO

$0.79

$2,872

$1.60

DCF SUPPORTING

$1.36

$1.52

MIDPOINT OF

DIVIDEND WITH

2020 GUIDANCE

AMPLE COVERAGE

2018

2019

2020G

2018

2019

2020G

Excess Cashflow Dividend/Shr

Total Dividends(1)

Adjusted EBITDA ($MM)

Natural Gas Transmission Capacity (Bcf/d) (2)

Stable

22.3

$4,950 - $5,250

21.5

~12%

BUSINESS

$5,015

$5,025 3Q YTD '20

GROWTH IN

PERFORMANCE

$4,638

Annualized

19.9

TAKE-OR-PAY

TRANSMISSION

CAPACITY

2018

2019

2020G

2018

2019

3Q'20

Note: This slide contains non-GAAP financial measures. A reconciliation of all non-GAAP financial measures used in this presentation to their nearest comparable GAAP financial measures is included at the back of this presentation.

  1. Includes cash dividends paid on common stock each quarter by WMB, as well as the public unitholders share of distributions declared by WPZ for the first two quarters of 2018.
  2. Dekatherms converted to cubic feet at 1,000 cubic feet = 1 dekatherm

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com

3

De-levering balance sheet through

growth and debt reduction

ADJUSTED EBITDA

($US MM)

$5,053

$4,436

2016

LTM 9/30/2020

NET DEBT ($US MM)

$23,332

$22,313

2016

9/30/2020

NET DEBT-TO-ADJUSTED

EBITDA (X)

5.26 x

4.42 x

2016

9/30/2020

Note: This slide contains non-GAAP measures. A reconciliation of all non-GAAP financial measures used in this presentation to their nearest comparable GAAP financial measures is included at the back of this presentation.

1 Book Debt-to-Adjusted EBITDA ratio does not represent leverage ratios measured for WMB credit agreement compliance or leverage ratios as calculated by the major credit ratings agencies. Consolidated debt is net of cash on hand.

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4

Williams self-funding unique compared to utility peers

DIVIDENDS AND INVESTING CASH FLOWS % OF OPERATING CASH FLOW 2016 THROUGH 9/30/2020 (%)

WMB VS. TOP UTILITIES

200%

150%

100%

44%

50%

58%

0%

WMB

A

B

C

D

E

F

G

H

I

J

Dividends

Net Cash Used in Investing

Source: FactSet

Notes: Dividends include common, preferred and dividends and distributions to noncontrolling interests; Utility peers include AEP, D, DUK, ES, EXC, NEE, SO, SRE, WEC, XEL

DIVIDENDS & INVESTMENTS IN EXCESS OF CFFO

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5

Attractive valuation with low-volatility cash flows

and strong balance sheet

Three Year Average

Current(1)

DIVIDEND YIELD | 3-YEAR AVERAGE VS. CURRENT (%)

EV / NTM EBITDA | 3-YEAR AVERAGE VS. CURRENT (X)

7.6%

6.3%

3.7%

3.9%

3.1%

3.0%

WMB

RWR REIT Index

XLU Utilities Index

20.4x

21.2x

10.6x

12.4x

13.4x

9.9x

WMB

RWR REIT Index

XLU Utilities Index

CURRENT NET DEBT / LTM EBITDA (X)

CASH FLOW VOLATILITY | RANGE OF HIGH / LOW

OPERATING CASH FLOW '18A - '20E (%)

% Diff. to High

2018A Cash Flow

5.7x

14%

% Diff. to Low

5.2x

12%

11%

4.4x

0%

-12%

-8%

WMB

REITs

(2)

Utilities

(3)

WMB

REITs(2)

Utilities (3)

Source: S&P Capital IQ, Bloomberg; (1) As of November 30, 2020; (2) Top 10 Companies by EV in RWR: PLD, DLR, PSA, WELL, SPG, AVB, O, EQR, ARE, VTR;

(3) Top 10 Companies by EV in XLU: NEE, DUK, D, SO, AEP, EXC, SRE, XEL, WEC, ES

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6

Sustainable strategy driven by long-term trend

of natural gas demand growth

OUR MISSION

Committed to being the leader in providing

infrastructure that safely delivers natural gas

products to reliably fuel the clean energy economy

WHO WE ARE

Handle 30% of the natural gas in the United States that is used every day to heat our homes, cook our food and generate our electricity

Authentic

Safety Driven

Reliable

Performers

Responsible

Stewards

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7

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Natural gas demand drives business performance

Natural gas fulfilling 36% of global energy demand growth through 2040

Total Global Energy Consumption By Fuel '15-'40

300

Global Energy

250

Demand (QBtu)

+54 QBtu

619

771

200

Or 43%

QBtu

150

2015

2040

100

50

0

Natural Gas

2015

2020

2025

2030

2035

2040

Source: S&P Global Platts, ©2020 by S&P Global Inc. Used with permission from Platts

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9

Renewables remain a small part of the energy mix

2019 Total Global End-Use

Energy Consumption by Fuel 2019 Global Power

Generation by Fuel Type

Power Generation only accounts for ~20% of total end-use energy

Liquids

42%

Biomass & Waste

Combustibles

8%

Coal

Natural

12%

Gas,

Coal,

21%

Wind, 5%

Power

39%

7% Solar, 2%

Generation

20%

Hydro,

Nuclear, 10%

16%

Other Renewables*, 3%

Natural Gas

Liquids, 3%

18%

Solar, Wind & Other

Renewables*

0%

consumption

AND

Wind & Solar only

account for

7% of total global

power generation

*Other Renewables include Geothermal & Tidal

Source: S&P Global Platts, ©2020 by S&P Global Inc. Used with permission from Platts

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Call on natural gas production growth

expected to occur in three key supply areas

U.S. Natural Gas Production Forecaster Comparison for

Key Supply Areas ('20 - '30)

45

Legend:

8.6 Bcf/d

Highest Forecast

40

Average Forecast

Min/Max range

35

Lowest Forecast

Bcf/d

30

+9.2

25

Bcf/d

3.7 Bcf/d

2.7 Bcf/d

20

Min/Max range

Min/Max range

15

+9.5

+7.0

10

Bcf/d

Bcf/d

5

0

2020

2025

2030

2020

2025

2030

2020

2025

2030

Marcellus + Utica

Permian

Haynesville

(Gas-directed drilling)

(Oil-directed drilling)

(Gas-directed drilling)

Source: Recent forecasts from four industry forecasters; Note that growth stated on the 2030 columns represent growth 2020-2030 based on average forecast data

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Gas transmission pipelines ideally positioned for

U.S. domestic and international demand

Northwest

Pipeline

Cove Point

Legend

Transco

3rd Party LNG

Export Terminal

Population per sq. mile

50 or less

Elba Island

50-100

100-200

200-300

Cameron

Gulfstream

300 or more

Sabine Pass

Source: Data based off 2012 Census estimates

Freeport

Corpus Christi

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Business performance tied to contracted

transmission capacity and gathering volume

Williams Quarterly Adj. EBITDA vs. Contracted Transmission Capacity and Gathering Volumes

Adj. EBITDA ($MM)

Jackalope Sale

Canada Sale

Geismar Sale

FCA Sale

Apr. '19

$1,400

Sept. '16

Oct. '18

40

Jul. '17

$1,200

35

$1,000

30

$800

25

Bcf/d

20

$600

15

$400

10

$200

5

$0

2015

2016

2017

2018

2019

0

2020

Fee-based EBITDA(1)

Commodity Margin(2)

Other EBITDA

Contracted Transmission Capacity

and Gathering Volume(3)

Note: This slide contains non-GAAP financial measures. A reconciliation of all non-GAAP financial measures used in this presentation to their nearest GAAP comparable financial measures are included at the back of this presentation.

  1. Sum of West, Northeast G&P and Transmission and Gulf of Mexico segment Adjusted EBITDA excluding commodity margin; (2) Commodity Margin of West, Northeast G&P, and Transmission and Gulf of Mexico; (3) Sum of gathering volumes and average daily firm reserved capacity for regulated transportation (converted from Tbtu to Bcf at 1,000 btu/cf) for West, Northeast G&P, and Transmission and Gulf of Mexico segments.

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Scale and operational excellence

increase operating margin

Creating efficiency & advantage with focused scale

Operating Margin Ratio

70%

67%

64%

Driving more revenue to

62%

the bottom line

60%

Continuing to drive

improvement

2016

2017

2018

2019 3Q YTD 2020

Operating margin ratio = Operating margin/gross margin; Excludes depreciation and amortization expense, impairment charges and other items included in Other Income/(Expense), which are primarily non-cash.

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Near-term fundamentals remain strong

Natural gas demand resilient in 2020

3Q YTD demand averaged 91.5 bcf/d in 2020 compared to 91.8 Bcf/d in 2019

POWER GEN

Bcf/d

35

+3.4%

30

25

20

15

10

5

0

3Q '20

3Q '19

YTD

YTD

INDUSTRIAL

RES / COM

Bcf/d

Bcf/d

35

35

30

30

25

-3.3%

25

-9.2%

20

20

2,235

15

15

HDD

1,925

Jan-Mar

-14%

HDD

Jan-Mar

10

10

5

5

0

0

3Q '19

3Q '20

3Q '19

3Q '20

YTD

YTD

YTD

YTD

LNG & MEXICAN

EXPORTS

Bcf/d

35

30

25

20

15

+15.8%

10

5

0

3Q '20

3Q '19

YTD

YTD

LOWER-48 NATURAL GAS DEMAND + EXPORTS 3Q '19 YTD v. 3Q '20 YTD COMPARISON

Source: S&P Global Platts; Note: Pipeloss/Fuel demand is excluded from the charts. Note that HDD is U.S. population-weighted Heating Degree Days.

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Growth across Williams assets

outpaces market rate

LOWER-48 + GOM NATURAL

WILLIAMS NATURAL GAS

GAS WELLHEAD PRODUCTION

GATHERING VOLUMES

Bcf/d

Bcf/d

110

14

-0.1%

+3.1%

100

90

12

80

10

70

60

8

3Q '19

3Q '20

3Q '19

3Q '20

YTD

YTD

YTD

YTD

STRATEGICALLY POSITIONED TO CONNECT BEST SUPPLIES TO BEST MARKETS

Source: IHS Markit PointLogic for L-48 and Gulf of Mexico (GOM) production as of 11-3-2020. Note: Williams gathering volumes include 100% of operated assets.

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$/MMBtu

Natural gas forward curves Pre-COVID-19 impact vs. now

2021 Henry Hub up 24% since March 1st

$4.00

Calendar 2021

Mar. 1st

Dec. 1st

% Change

$3.50

Curve

Curve

$2.28

$2.83

24%

$3.00

Dec. 1, 2020

Forward Curve

$2.50

Mar. 1, 2020

Forward Curve

$2.00

Actual Price

$1.50

Source: NYMEX

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Williams positioned to benefit as market calls

on most economic gas supplies

Remaining Risked Natural Gas Reserves Held By Major Producers

Tcfe

Northeast

~75%

250

Remaining

200

reserves

Under $3

150

100

50

0

< $2.25

< $2.50

< $2.75

< $3.00

Henry Hub

Marcellus

Utica

Haynesville + CV

Mid-Continent

Rockies

Remaining Gulf Coast

Other

Other = West Coast, gas-directed Permian, and non-Marcellus/Utica Northeast

Source: Wood Mackenzie 4Q '20 NACPAT; Note that Wood Mackenzie NACPAT data only includes information for major producers, making up ~59% of total U.S. natural gas production in '19.

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Unique competitive advantages provide stability and growth

Substantially fee-based business with limited volatility

2020 Gross Margin(1)

2%

27%

44%

10%

11% 6%

98% Gross Margin from Fee-based Revenue

Gas & Liquids Transportation

Deepwater

Minimum Volume Commitments (MVCs) & other protected(2)

Cost of Service agreements Volume-driven G&P

NGL & Other Commodity Exposure

  1. Includes our proportional ownership of the gross margin of our equity-method investments. Excludes certain regulated revenues, which are related to tracked operating costs.
  2. MVC revenue includes revenue level guaranteed by MVC and excludes any revenue on volumes exceeding MVC. MVC revenue also includes amortization of upfront payments associated with canceled MVCs.

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Stable and diversified EBITDA

$5 B 2019 ADJ. EBITDA

Other Onshore Oil Basin1

2%

Eagle Ford

5%

Marketing & NGL Services2

2%

Blue Racer & Aux Sable

2%

SW Wyoming / Wamsutter

2%

Piceance

2%

Marcellus South & LMM

3%

Utica

3%

Barnett

3%

Haynesville

4%

Northeast JV

4%

Bradford Supply Hub

5%

Susquehanna Supply Hub

10%

Deepwater GOM

9%

OPPL, Purity Pipes & Other

2%

Gulfstream

2%

Northwest Pipeline

6%

Transco

34%

Only 7% EBITDA from G&P serving on-shoreoil-directed supply areas

~38% EBITDA from G&P

serving gas-directed

supply areas

Transmission &

Deepwater EBITDA

~53% of portfolio

1Includes Permian, Mid-continent, Niobrara and DJ Basin; 2 includes Conway, Gas Marketing and NGL Marketing

Note: This slide contains non-GAAP financial measures. A reconciliation of all non-GAAP financial measures used in this presentation to their nearest comparable GAAP financial measures is included at the back of this presentation.

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Northeast G&P segment hits record volumes

Natural Gas

Natural Gas Processing

NGL Production

Gathering Volumes

Plant Inlet Volumes

Volumes

9.4

1.4

114

Bcf/d

Bcf/d

Mbbls/d

up 8.4%

up 17.2%

up 23.9%

v. 3Q'19

v. 3Q'19

v. 3Q'19

Note: Includes 100% of the volumes associated with operated consolidated and equity-method investments, excludes non-operated JVs

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Williams positioned to benefit as market calls

on most economic gas supplies

Northeast contains ~75% of economic gas-directed reserves

Increasing EBITDA per MCF

driven by scale, efficiency, and business mix

Northeast G&P Gathered Volumes and

Adjusted EBITDA per Mcf 2

$0.48

$0.52

1

8

$0.41

$0.40

$0.39

6

7.1

7.4

4

6.1

5.6

4.8

2

2016

2017

2018

2019

3Q'20 YTD

Gathered Volume (Bcf/d)

Adjusted EBITDA / Gathered Mcf ($/Mcf)

Note: This slide contains non-GAAP financial measures. A reconciliation of all non-GAAP financial measures used in this presentation to their nearest GAAP comparable financial measures are included at the back of this presentation.

  1. Wood Mackenzie 4Q '20 NACPAT; Refers to gas-directed reserves under $3/Mcf. Note that Wood Mackenzie NACPAT data only includes information for major producers, making up ~59% of total U.S. natural gas production in '19.
  2. Includes 100% of consolidated volumes and proportional share of operated equity-method investment; Excludes non-operated JV Adjusted EBITDA and gathered volumes

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Gas transmission business built on high credit-quality,

demand-pull customer base

Firm Contracted Capacity By

Customer Type1

Credit Rating Profile Of Williams 2019 Gas

Transmission Revenue From Top 100 Customers2

8%

7%

4%

Utilities/Power

1%

9%

Investment

Grade

13%68%

Utilities / Power

Customers

LNG / Industrial

Producer

Marketer

Other

90%

High Yield

Investment

Grade

Customers

Not Rated

  1. Includes firm reserved capacity of Transco, Northwest Pipeline, and Gulfstream at 100%
  2. Transco, Northwest Pipeline and 50% of Gulfstream revenue earned from Top 100 customers company-wide.

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Recent accomplishments

Record Volumes

Transco - Southeastern Trail

Transco -

Leidy South

Transco -

Regional Energy Access

Deepwater GOM - Tiebacks

West - Bluestem

NGL Pipeline

Williams Climate

Commitment

ESG Reporting

Renewable Natural Gas

Achieved record Northeast natural gas gathering, natural gas processing plant inlet and NGL production volumes in 3Q 2020, despite a volatile market environment

Commenced partial in-service of 150 MMcf/d on November 1 for a 296 MMcf/d expansion project to serve growing gas demand in Mid-Atlantic & Southeastern United States; Up to an incremental 80 MMcf/d expected to be on line in 4Q 2020 with the balance of the capacity expected to be on line in 1Q 2021

Key state and federal permits and partial FERC Notice to Proceed received on 582 MMcf/d expansion connecting robust Appalachia natural gas supplies with growing demand centers along the Atlantic Seaboard; Expecting 125 MMcf/d of project capacity in-service December of 2020 with balance of the project expected to be on line in 4Q 2021

Submitted FERC Pre-filing Application on June 12 for a 760 MMcf/d pipeline expansion to connect robust Marcellus supplies with growing Northeast natural gas demand in time for the 2023-2024 winter heating season

Executed three definitive agreements for tiebacks to Williams' operated assets: Discovery to service gas production from Katmai development (in-service June 2020) and Spruance development (target first flow 1Q 2022); Eastern Gulf to handle oil and gas production from Taggart development (target first flow 2Q 2022)

Expecting commercial service to begin December 1 on 120 Mbbls/d Mid-continent NGL pipeline; Project is under budget and ahead of schedule

Announced our near-term goal of 56% absolute reduction from 2005 levels in company-wide GHG emissions by 2030; Targeting net zero carbon emissions by 2050

Published 2019 Sustainability Report in July and responded to the CDP Climate Change Questionnaire in August to provide key stakeholders with continued insight into Williams sustainability practices and ESG performance

Completed and placed in-service sixth renewable natural gas (RNG) interconnection to Williams' assets; Now serving two dairy farms and four landfills producing RNG

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Executing significant portfolio of

gas transmission growth projects

Williams' U.S. Asset Map, Highlighting Natural

Gas Transmission Pipeline Expansion Projects

Leidy South

582 MMcf/d

Regional

Energy Access

760 MMcf/d

Southeastern Trail

296 MMcf/d

Gulfstream Ph. VI

78 MMcf/d

WILLIAMS' GAS TRANSMISION

PIPELINE PROJECTS IN EXECUTION

1.7 Bcf/d

~6x

~$2B

(17.7 Bcm/yr)1

EBITDA

Capital

Capacity

Multiples

Investment

Enough incremental natural gas to serve

8.4 MILLION

American homes

annually

1 Conversion assumes 35.315 cubic feet per cubic meter

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Pursuing deep and diverse set of transmission

growth opportunities

PROJECTS IN DEVELOPMENT

Williams' Asset Map, Highlighting Northwest,

Transco, & Gulfstream Natural Gas Pipelines

Northwest

Pipeline

Transco

Pipeline

Gulfstream

Pipeline

Type of

# of

Capex

Capacity

Estimated

Project

Projects

($Bln)

(Bcf/d)

ISDs

Transporting Natural

8

$4

4

'24-'31

Gas to Power

Generation Facilities

Transporting Natural

8

$5

8

'24-'26

Gas to LNG Export

Facilities

Transporting Natural

10

$3

2

'23-'28

Gas to Industrial

Facilities/LDC

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Bcf/d
natural gas1
+4.1
Equates to
Fractionator
Natural gas plant
Natural gas storage
Operating coal plant in Maryland (MD), Delaware (DE), Virginia (VA), West Virginia (WV), North Carolina (NC), South Carolina (SC), and Georgia (GA) within 100 mi. of Transco Pipeline Source: Coal plant data per Velocity Suite; 1 Assumes natural gas power plant heat rate of 6,800 Btus per kwh and 100% plant utilization
SC
Established pipeline footprint enables low-costexpansions with low environmental impact
ADVANTAGED POSITION TO SERVE
DEMAND ALONG TRANSCO
Sizeable capacity available on
Transco mainline and the South Virginia and Cardinal laterals
Tailorable solutions to meet power generation and LDC customer needs

Transco positioned to meet natural gas

demand in Mid-Atlantic and Southeast

Williams' U.S. Asset Map, Highlighting Transco Natural Gas Pipeline, G&P assets in Appalachia Basin & Third-party Operating Coal Plants

Appalachian

MD

Basin G&P

DE

Assets

WV VA

NC

Transco

Pipeline

GA

29

Operating

Coal Plants

27 GW

Net Summer

Capacity

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Unique Deepwater opportunities available due to

incumbent position

Recent Deepwater Project Milestones

Western Gulf

Eastern Gulf

Discovery

Whale

Under existing dedication

Reimbursement executed to keep project development on track

  • Target customer FID 2021
  • Target first flow in 2024

Ballymore

Under existing dedication

In facility- planning discussions

  • Target customer FID 4Q 2021
  • Target first flow in 1Q 2025

Taggart

Positive FID June

2020

Signed Definitive

Agreement

  • Target first flow in 2Q 2022

Positive FIDs

Signed Definitive

Agreements

Katmai first flow

in June 2020

  • Spruance first flow target in 1Q 2022
  • Anchor first flow target in 2Q 2024

Sources: Customer press releases, media outlets and Williams estimates

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2020 Guidance Ranges

FINANCIAL METRIC

Adjusted Net Income1

Adjusted Diluted EPS1

Adjusted EBITDA

Distributable Cash Flow (DCF)

DCF per share

Growth Capex

Dividend Coverage Ratio

Dividend Growth Rate

Debt-to-Adjusted EBITDA2

2020 GUIDANCE

$1.160 - $1.460 Bn

$0.95 - $1.20

$4.950 - $5.250 Bn $3.050 - $3.450 Bn

$2.50 - $2.83

$1.0 Bn - $1.2 Bn

Prior guidance: $1.1 - $1.3 Bn

~1.7x (midpoint)

5% annual growth

($1.60 per share)

~4.4x (midpoint)

  1. From continuing operations attributable to Williams available to common stockholders
  2. Book Debt-to-Adjusted EBITDA ratio does not represent leverage ratios measured for WMB credit agreement compliance or leverage ratios as calculated by the major credit ratings agencies. Consolidated debt is net of cash on hand.

Note: This slide contains non-GAAP financial measures. A reconciliation of all non-GAAP financial measures used in this presentation to their nearest comparable GAAP financial measures is included at the back of this presentation. Williams does not expect to be a U.S. Federal cash income taxpayer through at least 2024, excluding taxes on any potential asset monetizations.

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 31

NYSE: WMB | www.williams.com

Sustainability is synonymous with strong fundamentals

Leadership and transparency in sustainability

Board Strategy

    • Oversight
  • Clear delineation of Board and Committee responsibilities
  • Governance and Sustainability Committee driving strategy

Management

Leadership

  • Sustainability steering committee: Operationalize sustainability
  • ESG Director: Integration & engagement

Transparency and Disclosure

  • 2019 Sustainability Report: GRI Core and SASB metrics
  • 2019 CDP Climate Change Questionnaire
  • Net Zero Goal: 2030 & 2050

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 33

Committed to a clean energy future

Williams recognizes the risks of climate change and our strategy provides a practical and immediate path to reduce industry emissions and grow a clean energy economy

Right Here, Right Now Opportunities

Goal: 56% absolute reduction in company-wide greenhouse gas emissions by 2030

Leverage our natural gas-focused strategy and technology that is available today to focus on immediate opportunities to reduce emissions, scale renewables and build a clean energy economy.

Future Innovation and Technologies

Our path to net zero by 2050 involves a combination of immediate and long-term solutions, including investments in renewables, technology and the best and brightest talent who are committed to doing what is right.

Note: 56% absolute reduction measured against 2005 emissions

Elements of a Net Zero Approach

POTENTIAL %

REDUCTION*

Reduce methane through work practices;

<15%

Voluntary Leak Detection and Repair (LDAR) and

blowdown minimization

Evaluate opportunities to cost-effectively reduce

<5%

methane emitting equipment (e.g., rod packing,

pneumatic devices, etc.)

Pursue renewable natural gas opportunities

>25%

Collaborate with peers and customers on

reduction strategies through Williams-led

>10%

initiatives (ERP, etc.), research organizations

and trade groups

Prepare for next-generation technologies/

>25%

approaches - including Carbon Capture, Use and

Storage (CCUS) and hydrogen as a fuel source

Increase renewable power generation to supply

<20%

electric compression/demand

*2018-2050 target

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 34

Our strategy provides a practical and immediate path to reduce emissions

Natural gas is an integral part of the low-carbon future, particularly when it comes to

displacing higher-emission fuels such as coal and heating oil

60%

41%

33M

U.S. emission

reduction in Williams

our infrastructure

reductions in

reported methane

has helped

electricity sector

emissions from

U.S. decrease

due to gas

processing plants and

GHG emissions by

replacing coal & oil

transmission

33M metric tons

2005-2017

compressor stations

Since 2005

Since 2012

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 35

Environmental considerations are applied to

our decision-making process

Williams takes care to reduce emissions, safeguard biodiversity and

manage natural resources responsibly

60%

60% reduction in

10%

Established '20 goal to

reduce reportable air

environmental notices of

releases by an additional

non-compliance since '17

10% from '19 levels

39%

39% decrease in

reportable spills to soil

and water from '18 levels

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 36

Our Core Values are ingrained in how we do our work every day on behalf of our stakeholders

Strong governance practices

Single class of common stock: 1 share = 1 vote

All Directors are elected to one-year terms

All Directors, other than CEO, are independent Board Chair is an independent Director Policies in place to prevent overboarding

Governance and Sustainability Committee provides oversight of ESG strategy

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 37

Strengthening relationships with key stakeholders

We operate in a manner that protects our employees and contractors and provides value for shareholders while safeguarding the public

  • Female or ethnically diverse

employees represented nearly 26% of management roles in '19

  • Upheld our Human Rights Policy and

Statement, which outlines our commitment to respect human rights within our operations and within our supply chain

  • Hosted well over 100 community engagements including 40 meetings
    with Native American tribes
  • Directly and regularly engaging with over

100,000 landowner partners

through email, phone calls, open houses and in-person meetings

$9.7 million invested in

$9.7M

communities where Williams

employees live and work

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 38

47%

decline in

Driving a safety-first culture

Safeguarding our people and neighbors is ingrained in

our culture and fundamental to everything we do

Employee Total Recordable Incident Rate Per 200,000 Work Hours

1.2

1.09

employee recordable injuries

1.0

0.8

0.81

Since 2017

0.6

0.55

0.4

0.2

0.0

2017

2018

2019

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 39

Forward Looking Statements

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 40

Forward-looking statements

  • The reports, filings, and other public announcements of The Williams Companies, Inc. (Williams) 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 Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward- looking statements relate to anticipated financial performance, management's plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.
  • All statements, other than statements of historical facts, included in this report that address activities, events, or developments that we expect, believe, or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking statements can be identified by various forms of words such as "anticipates," "believes," "seeks," "could," "may," "should," "continues," "estimates," "expects," "forecasts," "intends," "might," "goals," "objectives," "targets," "planned," "potential," "projects," "scheduled," "will," "assumes," "guidance," "outlook," "in-service date," or other similar expressions. These forward-looking statements are based on management's beliefs and assumptions and on information currently available to management and include, among others, statements regarding:
    • Levels of dividends to Williams stockholders;
    • Future credit ratings of Williams and its affiliates;
    • Amounts and nature of future capital expenditures;
    • Expansion and growth of our business and operations;
    • Expected in-service dates for capital projects;
    • Financial condition and liquidity;
    • Business strategy;
    • Cash flow from operations or results of operations;
    • Seasonality of certain business components;
    • Natural gas, natural gas liquids, and crude oil prices, supply, and demand;
    • Demand for our services;
    • The impact of the novel coronavirus (COVID-19) pandemic.

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 41

Forward-looking statements (cont'd)

  • Forward-lookingstatements are based on numerous assumptions, uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this report. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:
    • Availability of supplies, market demand, and volatility of prices;
    • Development and rate of adoption of alternative energy sources;
    • The impact of existing and future laws and regulations, the regulatory environment, environmental liabilities, and litigation, as well as our ability to obtain necessary permits and approvals, and achieve favorable rate proceeding outcomes;
    • Our exposure to the credit risk of our customers and counterparties;
    • Our ability to acquire new businesses and assets and successfully integrate those operations and assets into existing businesses as well as successfully expand our facilities, and to consummate asset sales on acceptable terms;
    • Whether we are able to successfully identify, evaluate, and timely execute our capital projects and investment opportunities;
    • The strength and financial resources of our competitors and the effects of competition;
    • The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;
    • Whether we will be able to effectively execute our financing plan;
    • Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social, and governance practices;
    • The physical and financial risks associated with climate change;
    • The impacts of operational and developmental hazards and unforeseen interruptions;
    • The risks resulting from outbreaks or other public health crises, including COVID-19;
    • Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;
    • Acts of terrorism, cybersecurity incidents, and related disruptions;
    • Our costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;
    • Changes in maintenance and construction costs, as well as our ability to obtain sufficient construction-related inputs, including skilled labor;
    • Inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers);
    • Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally recognized credit rating agencies, and the availability and cost of capital;

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 42

Forward-looking statements (cont'd)

    • The ability of the members of the Organization of Petroleum Exporting Countries and other oil exporting nations to agree to and maintain oil price and production controls and the impact on domestic production;
    • Changes in the current geopolitical situation;
    • Whether we are able to pay current and expected levels of dividends;
    • Additional risks described in our filings with the Securities and Exchange Commission (SEC).
  • 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. We disclaim any obligations to and do not intend to update the above list or announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.
  • In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.
  • Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 24, 2020, as supplemented by the disclosures in Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 43

Non-GAAP Reconciliations

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 44

Non-GAAP Disclaimer

  • This presentation may include certain financial measures - adjusted EBITDA, adjusted income ("earnings"), adjusted earnings per share, distributable cash flow and dividend coverage ratio - that are non-GAAP financial measures as defined under the rules of the Securities and Exchange Commission.
  • Our segment performance measure, modified EBITDA is defined as net income (loss) before income (loss) from discontinued operations, income tax expense, net interest expense, equity earnings from equity-method investments, other net investing income, remeasurement gain on equity-method investment, impairment of equity investments and goodwill, depreciation and amortization expense, and accretion expense associated with asset retirement obligations for nonregulated operations. We also add our proportional ownership share (based on ownership interest) of modified EBITDA of equity-method investments.
  • Adjusted EBITDA further excludes items of income or loss that we characterize as unrepresentative of our ongoing operations. Management believes this measure provides investors meaningful insight into results from ongoing operations.
  • Distributable cash flow is defined as adjusted EBITDA less maintenance capital expenditures, cash portion of net interest expense, income attributable to or dividends/distributions paid to noncontrolling interests and cash income taxes, and certain other adjustments that management believes affects the comparability of results. Adjustments for maintenance capital expenditures and cash portion of interest expense include our proportionate share of these items of our equity-method investments. We also calculate the ratio of distributable cash flow to the total cash dividends paid (dividend coverage ratio).
    This measure reflects Williams' distributable cash flow relative to its actual cash dividends paid.
  • This presentation 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 assets and the cash that the business is generating.
  • Neither adjusted EBITDA, adjusted income, nor distributable cash flow are intended to represent cash flows for the period, nor are they presented as an alternative to net income or cash flow from operations. 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.

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 45

Reconciliation of Income (Loss) Attributable to The Williams

Companies, Inc. to Adjusted Income 2015 - 2017

2015

2016

2017

(Dollars in millions, except per-share amounts)

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

Income (loss) attributable to The Williams Companies, Inc. available to common

$

70

$

114

$

(40)

$

(715)

$

(571)

$

(65)

$

(405)

$

61

$

(15)

$

(424)

$

373

$

81

$

33

$

1,687

$

2,174

stockholders

Income (loss) - diluted earnings (loss) per common share (1)

$

.09

$

.15

$

(.05)

$

(.95)

$

(.76)

$

(.09)

$

(.54)

$

.08

$

(.02)

$

(.57)

$

.45

$

.10

$

.04

$

2.03

$

2.62

Adjustments:

Northeast G&P

Impairment of certain assets

$

3

$

21

$ 2

$

6

$

32

$

- $

- $

- $

- $

-

$

-

$

- $

121

$

-

$

121

Share of impairment at equity-method investments

8

1

17

7

33

-

-

6

19

25

-

-

1

-

1

Ad valorem obligation timing adjustment

-

-

-

-

-

-

-

-

-

-

-

-

7

-

7

Settlement charge from pension early payout program

-

-

-

-

-

-

-

-

-

-

-

-

-

7

7

Organizational realignment-related costs

-

-

-

-

-

-

-

-

3

3

1

1

2

-

4

Severance and related costs

-

-

-

-

-

3

-

-

-

3

-

-

-

-

-

ACMP Merger and transition costs

-

-

-

-

-

2

-

-

-

2

-

-

-

-

-

Total Northeast G&P adjustments

11

22

19

13

65

5

-

6

22

33

1

1

131

7

140

Transmission & Gulf of Mexico

Regulatory adjustments resulting from Tax Reform

-

-

-

-

-

-

-

-

-

-

-

-

-

713

713

Share of regulatory charges resulting from Tax Reform for equity-method investments

-

-

-

-

-

-

-

-

-

-

-

-

-

11

11

Constitution Pipeline project development costs

-

-

-

-

-

-

8

11

9

28

2

6

4

4

16

Potential rate refunds associated with rate case litigation

-

-

-

-

-

15

-

-

-

15

-

-

-

-

-

Settlement charge from pension early payout program

-

-

-

-

-

-

-

-

-

-

-

-

-

19

19

Organizational realignment-related costs

-

-

-

-

-

-

-

-

-

-

1

2

2

1

6

Severance and related costs

-

-

-

-

-

10

-

-

-

10

-

-

-

-

-

Impairment of certain assets

-

-

-

5

5

-

-

-

-

-

-

-

-

-

-

(Gain) loss on asset retirement

-

-

-

-

-

-

-

-

(11)

(11)

-

-

(5)

5

-

Total Transmission & Gulf of Mexico adjustments

-

-

-

5

5

25

8

11

(2)

42

3

8

1

753

765

West

Estimated minimum volume commitments

55

55

65

(175)

-

60

64

70

(194)

-

15

15

18

(48)

-

Impairment of certain assets

-

3

-

105

108

-

48

-

22

70

-

-

1,021

9

1,030

Settlement charge from pension early payout program

-

-

-

-

-

-

-

-

-

-

-

-

-

9

9

Organizational realignment-related costs

-

-

-

-

-

-

-

-

21

21

2

3

2

1

8

Severance and related costs

-

-

-

-

-

8

-

-

3

11

-

-

-

-

-

ACMP Merger and transition costs

30

14

2

2

48

3

-

-

-

3

-

-

-

-

-

Loss (recovery) related to Opal incident

1

-

(8)

1

(6)

-

-

-

-

-

-

-

-

-

-

Gains from contract settlements and terminations

-

-

-

-

-

-

-

-

-

-

(13)

(2)

-

-

(15)

Total West adjustments

86

72

59

(67)

150

71

112

70

(148)

105

4

16

1,041

(29)

1,032

  1. The sum of earnings per share for the quarters may not equal the total earnings per share for the year due to changes in the weighted-average number of common shares outstanding.
  2. The fourth quarter of 2015 includes an unfavorable adjustment related to the translation of certain foreign-denominated unrecognized tax benefits. The second and third quarters of 2016 include a favorable adjustment related to the reversal of a cumulative anticipatory foreign tax credit. The first quarter of 2017 includes an unfavorable adjustment related to the release of a valuation allowance. The fourth quarter of 2017 includes an unfavorable adjustment to reverse the tax benefit associated with remeasuring our deferred tax balances at a lower corporate rate resulting from Tax Reform.

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 46

Reconciliation of Income (Loss) Attributable to The Williams Companies, Inc. to Adjusted Income 2015 - 2017 continued

2015

2016

2017

(Dollars in millions, except per-share amounts)

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

Other

Impairment of certain assets

-

-

-

64

64

-

747

-

8

755

-

23

68

-

91

Regulatory adjustments resulting from Tax Reform

-

-

-

-

-

-

-

-

-

-

-

-

-

63

63

Settlement charge from pension early payout program

-

-

-

-

-

-

-

-

-

-

-

-

-

36

36

(Gain) loss related to Canada disposition

-

-

-

-

-

-

-

65

1

66

(2)

(1)

4

5

6

Canadian PDH facility project development costs

-

-

-

-

-

34

11

16

-

61

-

-

-

-

-

Accrued long-term charitable commitment

-

-

-

8

8

-

-

-

-

-

-

-

-

-

-

Severance and related costs

-

-

-

-

-

5

-

-

13

18

9

4

5

4

22

ACMP Merger and transition costs

8

9

7

12

36

2

-

-

-

2

-

4

3

4

11

Expenses associated with strategic alternatives

-

7

19

6

32

6

13

21

7

47

1

3

5

-

9

Expenses associated with Financial Repositioning

-

-

-

-

-

-

-

-

-

-

8

2

-

-

10

Expenses associated with strategic asset monetizations

-

-

-

-

-

-

-

-

2

2

1

4

-

-

5

Loss related to Geismar Incident

1

1

-

-

2

-

-

-

-

-

-

-

-

-

-

Geismar Incident adjustments

-

(126)

-

-

(126)

-

-

-

(7)

(7)

(9)

2

8

(1)

-

Gain on sale of Geismar Interest

-

-

-

-

-

-

-

-

-

-

-

-

(1,095)

-

(1,095)

Gain on sale of RGP Splitter

-

-

-

-

-

-

-

-

-

-

-

(12)

-

-

(12)

Contingency (gain) loss accruals

-

-

-

(9)

(9)

-

-

-

-

-

9

-

-

-

9

(Gain) loss on early retirement of debt

-

(14)

-

-

(14)

-

-

-

-

-

(30)

-

3

-

(27)

Gain on sale of certain assets

-

-

-

-

-

(10)

-

-

-

(10)

-

-

-

-

-

Total Other adjustments

9

(123)

26

81

(7)

37

771

102

24

934

(13)

29

(999)

111

(872)

Adjustments included in Modified EBITDA

106

(29)

104

32

213

138

891

189

(104)

1,114

(5)

54

174

842

1,065

Adjustments below Modified EBITDA

Impairment of equity-method investments

-

-

461

898

1,359

112

-

-

318

430

-

-

-

-

-

Impairment of goodwill

-

-

-

1,098

1,098

-

-

-

-

-

-

-

-

-

-

Gain on disposition of equity-method investment

-

-

-

-

-

-

-

(27)

-

(27)

(269)

-

-

-

(269)

Interest expense related to potential rate refunds associated with rate case litigation

-

-

-

-

-

3

-

-

-

3

-

-

-

-

-

Accelerated depreciation related to reduced salvage value of certain assets

-

-

-

7

7

-

-

-

4

4

-

-

-

-

-

Accelerated depreciation by equity-method investments

-

-

-

-

-

-

-

-

-

-

-

-

-

9

9

Change in depreciable life associated with organizational realignment

-

-

-

-

-

-

-

-

(16)

(16)

(7)

-

-

-

(7)

ACMP Acquisition-related financing expenses - Williams Partners

2

-

-

-

2

-

-

-

-

-

-

-

-

-

-

Interest income on receivable from sale of Venezuela assets

-

(9)

(18)

-

(27)

(18)

(18)

-

-

(36)

-

-

-

-

-

Allocation of adjustments to noncontrolling interests

(33)

21

(212)

(767)

(991)

(83)

(154)

(41)

(76)

(354)

77

(10)

(28)

(199)

(160)

(31)

12

231

1,236

1,448

14

(172)

(68)

230

4

(199)

(10)

(28)

(190)

(427)

Total adjustments

75

(17)

335

1,268

1,661

152

719

121

126

1,118

(204)

44

146

652

638

Less tax effect for above items

(28)

4

(129)

(473)

(626)

(61)

(202)

(39)

19

(283)

77

(17)

(55)

(246)

(241)

Adjustments for tax-related items (2)

5

9

1

(74)

(59)

-

34

5

-

39

(127)

-

-

(1,923)

(2,050)

Adjusted income available to common stockholders

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

122

110

167

6

405

26

146

148

130

450

119

108

124

170

521

Adjusted diluted earnings per common share (1)

$ .16

$ .15

$

.22

$

.01

$

.54

$ .03

$ .19

$

.20

$

.17

$

.60

$

.14

$ .13

$

.15

$

.20

$

.63

Weighted-average shares - diluted (thousands)

752,028

752,775

753,100

751,930

752,460

751,040

751,297

751,858

752,818

751,761

826,476

828,575

829,368

829,607

828,518

  1. The sum of earnings per share for the quarters may not equal the total earnings per share for the year due to changes in the weighted-average number of common shares outstanding.
  2. The fourth quarter of 2015 includes an unfavorable adjustment related to the translation of certain foreign-denominated unrecognized tax benefits. The second and third quarters of 2016 include a favorable adjustment related to the reversal of a cumulative anticipatory foreign tax credit. The first quarter of 2017 includes an unfavorable adjustment related to the release of a valuation allowance. The fourth quarter of 2017 includes an unfavorable adjustment to reverse the tax benefit associated with remeasuring our deferred tax balances at a lower corporate rate resulting from Tax Reform.

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 47

Reconciliation of Income (Loss) from Continuing Operations Attributable to The

Williams Companies, Inc. to Adjusted Income 2018 - 3Q 2020

2018

2019

2020

(Dollars in millions, except per-share amounts)

1st Qtr 2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr 3rd Qtr 4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

Year

Income (loss) from continuing operations attributable to The Williams Companies, Inc. available to common stockholders

Income (loss) from continuing operations - diluted earnings (loss) per common share (1) Adjustments:

Northeast G&P

Expenses associated with new venture

Impairment of certain assets

Severance and related costs

Pension plan settlement charge

Benefit of change in employee benefit policy

Share of impairment of certain assets at equity-method investment

Share of early debt retirement gain at equity-method investment

Total Northeast G&P adjustments

Transmission & Gulf of Mexico

Constitution Pipeline project development costs

Northeast Supply Enhancement project development costs

Impairment of certain assets (3)

Regulatory adjustments resulting from Tax Reform

Adjustment of regulatory asset associated with increase in Transco's estimated deferred state income tax rate

following WPZ Merger

Charge for regulatory liability associated with the decrease in Northwest Pipeline's estimated deferred state

income tax rates following WPZ Merger

Share of regulatory charges resulting from Tax Reform for equity-method investments Reversal of costs capitalized in prior periods

Gain on sale of certain Gulf Coast pipeline assets

Gain on asset retirement

Severance and related costs

Pension plan settlement charge

Benefit of change in employee benefit policy

Total Transmission & Gulf of Mexico adjustments

West

Impairment of certain assets

Gain on sale of Four Corners assets

Severance and related costs

Pension plan settlement charge

Benefit of change in employee benefit policy

Total West adjustments

$

152

$

135

$

129

$

(572)

$

(156)

$

194

$

310

$

220

$

138

$

862

$

(518)

$

303

$

308

$

93

$

.18

$

.16

$

.13

$

(.47)

$

(.16)

$

.16

$

.26

$

.18

$

.11

$

.71

$

(.43)

$

.25

$

.25

$

.08

$

- $

- $

- $

- $

- $

3

$

6

$

1

$

- $

10

$

- $

- $

- $

-

-

-

-

-

-

-

-

-

10

10

-

-

-

-

-

-

-

-

-

-

10

(3)

-

7

-

-

-

-

-

-

-

4

4

-

-

-

-

-

1

-

-

1

-

-

-

-

-

-

-

-

-

-

-

(2)

(2)

(4)

-

-

-

-

-

-

-

-

-

-

-

-

11

11

-

-

-

-

-

-

-

-

-

-

-

(5)

-

(5)

-

-

-

4

4

3

16

(2)

10

27

1

(7)

9

3

2

1

1

-

4

-

1

1

1

3

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

3

3

6

-

-

-

-

-

-

-

-

354

354

-

-

-

-

4

(20)

-

-

(16)

-

-

-

-

-

-

-

-

-

-

-

(3)

-

(3)

-

-

-

-

-

2

-

-

2

-

-

12

-

12

-

-

-

-

-

-

-

-

-

2

-

-

-

2

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

15

-

1

16

-

-

10

10

-

-

-

(81)

(81)

-

-

-

-

-

-

-

-

-

-

-

(10)

(2)

(12)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

22

14

3

39

1

1

(1)

1

-

-

-

9

9

-

-

-

-

-

4

1

-

5

-

-

-

-

-

-

-

-

-

-

-

(3)

(6)

(9)

8

(19)

-

(74)

(85)

-

38

15

359

412

7

2

6

15

-

-

-

1,849

1,849

12

64

-

24

100

-

-

-

-

-

-

-

(591)

(591)

2

-

-

-

2

-

-

-

-

-

-

-

-

-

-

11

(1)

-

10

-

-

-

-

-

-

-

4

4

-

-

-

-

-

1

-

-

1

-

-

-

-

-

-

-

-

-

-

-

(1)

(2)

(3)

-

-

-

1,262

1,262

14

75

(1)

24

112

1

(1)

(2)

(2)

  1. The sum of earnings per share for the quarters may not equal the total earnings per share for the year due to changes in the weighted-average number of common shares outstanding.

(2) The third quarter of 2018 reflects tax adjustments driven by the WPZ Merger, primarily a valuation allowance for foreign tax credits.

  1. Our partners' $209 million share of the fourth-quarter 2019 impairment of the Constitution pipeline project and $65 million share of the first-quarter 2020 impairment of goodwill are reflected below in Allocation of adjustments to noncontrolling interests.

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 48

Reconciliation of Income (Loss) from Continuing Operations Attributable to The

Williams Companies, Inc. to Adjusted Income 2018 - 3Q 2020 continued

2018

2019

2020

(Dollars in millions, except per-share amounts)

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

Year

Other

Constitution Pipeline project regulatory asset reversal

-

-

-

-

-

-

-

-

-

-

-

-

8

8

Reversal of costs capitalized in prior periods

-

-

-

-

-

-

-

-

-

-

-

-

3

3

Loss on early retirement of debt

7

-

-

-

7

-

-

-

-

-

-

-

-

-

Impairment of certain assets

-

66

-

-

66

-

-

-

-

-

-

-

-

-

Pension plan settlement charge

-

-

-

5

5

-

-

-

-

-

-

-

-

-

Regulatory adjustments resulting from Tax Reform

-

1

-

-

1

-

-

-

-

-

-

-

-

-

(Benefit) adjustment of regulatory assets associated with increase in Transco's estimated deferred state income

-

-

(45)

-

(45)

12

-

-

-

12

-

-

-

-

tax rate following WPZ Merger

WPZ Merger costs

-

4

15

1

20

-

-

-

-

-

-

-

-

-

Gain on sale of certain Gulf Coast pipeline systems

-

-

-

(20)

(20)

-

-

-

-

-

-

-

-

-

Charitable contribution of preferred stock to Williams Foundation

-

-

35

-

35

-

-

-

-

-

-

-

-

-

Accrual for loss contingencies associated with former operations

-

-

-

-

-

-

-

9

(5)

4

-

-

-

-

Severance and related costs

-

-

-

-

-

-

-

1

1

-

-

-

-

Total Other adjustments

7

71

5

(14)

69

12

-

9

(4)

17

-

-

11

11

Adjustments included in Modified EBITDA

15

52

5

1,178

1,250

29

129

21

389

568

9

(6)

24

27

0

Adjustments below Modified EBITDA

Gain on deconsolidation of Jackalope interest

-

(62)

-

-

(62)

-

-

-

-

-

-

-

-

-

Gain on deconsolidation of certain Permian assets

-

-

-

(141)

(141)

2

-

-

-

2

-

-

-

-

Loss on deconsolidation of Constitution

-

-

-

-

-

-

-

-

27

27

-

-

-

-

Impairment of equity-method investments

-

-

-

32

32

74

(2)

114

-

186

938

-

-

938

Impairment of goodwill (3)

-

-

-

-

-

-

-

-

-

-

187

-

-

187

Share of impairment of goodwill at equity-method investment

-

-

-

-

-

-

-

-

-

-

78

-

-

78

Gain on sale of equity-method investments

-

-

-

-

-

-

(122)

-

-

(122)

-

-

-

-

Allocation of adjustments to noncontrolling interests

(5)

21

-

-

16

-

(1)

-

(210)

(211)

(65)

-

-

(65)

(5)

(41)

-

(109)

(155)

76

(125)

114

(183)

(118)

1,138

-

-

1,138

Total adjustments

10

11

5

1,069

1,095

105

4

135

206

450

1,147

(6)

24

1,165

Less tax effect for above items

(3)

(3)

(1)

(267)

(274)

(26)

(1)

(34)

(51)

(112)

(316)

8

1

(307)

Adjustments for tax-related items (2)

-

-

110

-

110

-

-

-

-

-

-

-

-

-

0

Adjusted income from continuing operations available to common stockholders

$

159

$

143

$

243

$

230

$

775

$

273

$

313

$

321

$

293

$

$

313

$

305

$

333

$

951

1,200

Adjusted income from continuing operations - diluted earnings per common share (1)

$

.19

$

.17

$

.24

$

.19

$

.79

$

.22

$

.26

$

.26

$

.24

$ .99

$

.26

$

.25

$

.27

$

.78

Weighted-average shares - diluted (thousands)

830,197

830,107

1,026,504

1,212,822

976,097

1,213,592

1,214,065 1,214,165

1,214,212

1,214,011

1,214,348

1,214,581

1,215,335

1,214,757

(1) The sum of earnings per share for the quarters may not equal the total earnings per share for the year due to changes in the weighted-average number of common shares outstanding.

(2) The third quarter of 2018 reflects tax adjustments driven by the WPZ Merger, primarily a valuation allowance for foreign tax credits.

  1. Our partners' $209 million share of the fourth-quarter 2019 impairment of the Constitution pipeline project and $65 million share of the first-quarter 2020 impairment of goodwill are reflected below in Allocation of adjustments to noncontrolling interests.

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 49

Reconciliation of Net Income to Non-GAAP Modified EBITDA,

Adjusted EBITDA and Distributable Cash Flow

2018

2019

2020

(Dollars in millions, except coverage ratios)

YTD

YTD

1st Qtr

2nd Qtr

3rd Qtr

YTD

Net income (loss)

$

193

$

714

$

(570)

$

315

$

323

$

68

Provision (benefit) for income taxes

138

335

(204)

117

111

24

Interest expense

1,112

1,186

296

294

292

882

Impairment of goodwill

-

-

187

-

-

187

Equity (earnings) losses

(396)

(375)

(22)

(108)

(106)

(236)

Impairment of equity-method investments

32

186

938

-

-

938

Other investing (income) loss - net

(219)

(107)

(3)

(1)

(2)

(6)

Proportional Modified EBITDA of equity-method investments

770

746

192

192

189

573

Depreciation and amortization expenses

1,725

1,714

429

430

426

1,285

Accretion for asset retirement obligations associated with nonregulated operations

33

33

10

7

10

27

(Income) loss from discontinued operations, net of tax

-

15

-

-

-

-

Modified EBITDA

3,388

4,447

1,253

1,246

1,243

3,742

EBITDA adjustments

1,250

568

9

(6)

24

27

Adjusted EBITDA

4,638

5,015

1,262

1,240

1,267

3,769

Maintenance capital expenditures (1)

(530)

(464)

(52)

(83)

(144)

(279)

Preferred dividends

(1)

(3)

(1)

-

(1)

(2)

Net interest expense - cash portion (2)

(1,128)

(1,213)

(304)

(304)

(301)

(909)

Cash taxes

(11)

86

-

(2)

-

(2)

Dividends and distributions paid to noncontrolling interests

(124)

(44)

(54)

(49)

(147)

Income attributable to noncontrolling interests (3)

(96)

Distributable cash flow

$

2,872

$

3,297

$

861

$

797

$

772

$

2,430

Total cash distributed (4)

$

1,704

$

1,842

$

485

$

486

$

485

$

1,456

Excess cash available after cash distributed

$

1,168

$

1,455

$

376

$

311

$

287

$

974

Weighted-average shares - diluted (thousands) (5)

1,210,000

1,214,011

1,214,348

1,214,581

1,215,335

1,214,757

Distributable cash flow / share

$

2.37

$

2.72

$

0.71

$

0.66

$

0.64

$

2.00

Coverage ratios:

Distributable cash flow divided by Total cash distributed

1.69

1.79

1.78

1.64

1.59

1.67

Net income (loss) divided by Total cash distributed

0.11

0.39

(1.18)

0.65

0.67

0.05

  1. Includes proportionate share of maintenance capital expenditures of equity-method investments.
  2. Includes proportionate share of interest expense of equity- method investments.
  3. Excludes allocable share of certain EBITDA adjustments.
  4. Includes cash dividends paid on common stock each quarter by WMB, as well as the public unitholders share of distributions declared by WPZ for the first two quarters of 2018.
  5. Shares in the 2018 periods reflect the WMB common shares outstanding per the 9/30/18 Consolidated Balance Sheet following the WPZ Merger.

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 50

Reconciliation of Net Income (Loss) to Modified EBITDA and

Non-GAAP Adjusted EBITDA 2015 - 2017

2015

2016

2017

(Dollars in millions)

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

Net income (loss)

$

13

$

183

$

(173)

$ (1,337)

$ (1,314)

$

(13)

$

(505)

$

131

$

37

$

(350)

$

569

$

193

$

125

$1,622

$2,509

Provision (benefit) for income taxes

30

83

(65)

(447)

(399)

2

(145)

69

49

(25)

37

65

24

(2,100)

(1,974)

Interest expense

251

262

263

268

1,044

291

298

297

293

1,179

280

271

267

265

1,083

Equity (earnings) losses

(51)

(93)

(92)

(99)

(335)

(97)

(101)

(104)

(95)

(397)

(107)

(125)

(115)

(87)

(434)

Impairment of equity-method investments

-

-

461

898

1,359

112

-

-

318

430

-

-

-

-

-

Other investing (income) loss - net

-

(9)

(18)

-

(27)

(18)

(18)

(28)

1

(63)

(272)

(2)

(4)

(4)

(282)

Proportional Modified EBITDA of equity-method investments

136

183

185

195

699

189

191

194

180

754

194

215

202

184

795

Impairment of goodwill

-

-

-

1,098

1,098

-

-

-

-

-

-

-

-

-

-

Depreciation and amortization expenses

427

428

432

451

1,738

445

446

435

437

1,763

442

433

433

428

1,736

Accretion expense associated with asset retirement

6

9

6

7

28

7

8

9

7

31

7

9

7

10

33

obligations for nonregulated operations

Modified EBITDA

$

812

$

1,046

$

999

$ 1,034

$ 3,891

$

918

$

174

$

1,003

$

1,227

$

3,322

$

1,150

$

1,059

$

939

$

318

$3,466

Northeast G&P

$

194

$

184

$

204

$

188

$

770

$

220

$

222

$

214

$

197

$

853

$

226

$

247

$

115

$

231

$

819

Transmission & Gulf of Mexico

421

473

499

471

1,864

466

436

502

538

1,942

535

531

507

(236)

1,337

West

227

253

264

412

1,156

243

236

284

460

1,223

300

279

(692)

426

313

Other

(30)

136

32

(37)

101

(11)

(720)

3

32

(696)

89

2

1,009

(103)

997

Total Modified EBITDA

$

812

$

1,046

$

999

$ 1,034

$ 3,891

$

918

$

174

$

1,003

$

1,227

$

3,322

$

1,150

$

1,059

$

939

$

318

$3,466

Adjustments included in Modified EBITDA (1):

Northeast G&P

$

11

$

22

$

19

$

13

$

65

$

5

$

-

$

6

$

22

$

33

$

1

$

1

$

131

$

7

$

140

Transmission & Gulf of Mexico

-

-

-

5

5

25

8

11

(2)

42

3

8

1

753

765

West

86

72

59

(67)

150

71

112

70

(148)

105

4

16

1,041

(29)

1,032

Other

9

(123)

26

81

(7)

37

771

102

24

934

(13)

29

(999)

111

(872)

Total Adjustments included in Modified EBITDA

$

106

$

(29)

$

104

$

32

$

213

$

138

$

891

$

189

$

(104)

$

1,114

$

(5)

$

54

$

174

$

842

$1,065

Adjusted EBITDA:

Northeast G&P

$

205

$

206

$

223

$

201

$

835

$

225

$

222

$

220

$

219

$

886

$

227

$

248

$

246

$

238

$

959

Transmission & Gulf of Mexico

421

473

499

476

1,869

491

444

513

536

1,984

538

539

508

517

2,102

West

313

325

323

345

1,306

314

348

354

312

1,328

304

295

349

397

1,345

Other

(21)

13

58

44

94

26

51

105

56

238

76

31

10

8

125

Total Adjusted EBITDA

$

918

$

1,017

$

1,103

$ 1,066

$ 4,104

$1,056

$

1,065

$

1,192

$

1,123

$

4,436

$

1,145

$

1,113

$

1,113

$1,160

$4,531

(1) Adjustments by segment are detailed in the "Reconciliation of Income (Loss) Attributable to The Williams Companies, Inc. to Adjusted Income," which is also included in these materials.

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

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www.williams.com 51

Reconciliation of Net Income (Loss) to Modified EBITDA and

Non-GAAP Adjusted EBITDA 2018 - 3Q 2020

2018

2019

2020

(Dollars in millions)

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

Year

Net income (loss)

$

270

$

269

$

200

$

(546)

$

193

$

214

$

324

$

242

$

(66)

$

714

$

(570)

$

315

$

323

$

68

Provision (benefit) for income taxes

55

52

190

(159)

138

69

98

77

91

335

(204)

117

111

24

Interest expense

273

275

270

294

1,112

296

296

296

298

1,186

296

294

292

882

Impairment of goodwill

-

-

-

-

-

-

-

-

-

-

187

-

-

187

Equity (earnings) losses

(82)

(92)

(105)

(117)

(396)

(80)

(87)

(93)

(115)

(375)

(22)

(108)

(106)

(236)

Impairment of equity-method investments

-

-

-

32

32

74

(2)

114

-

186

938

-

-

938

Other investing (income) loss - net

(4)

(68)

(2)

(145)

(219)

(1)

(124)

(7)

25

(107)

(3)

(1)

(2)

(6)

Proportional Modified EBITDA of equity-method investments

169

178

205

218

770

190

175

181

200

746

192

192

189

573

Depreciation and amortization expenses

431

434

425

435

1,725

416

424

435

439

1,714

429

430

426

1,285

Accretion expense associated with asset retirement obligations for

8

10

8

7

33

9

8

8

8

33

10

7

10

27

nonregulated operations

(Income) loss from discontinued operations, net of tax

-

-

-

-

-

-

-

-

15

15

-

-

0

-

Modified EBITDA

$

1,120

$

1,058

$

1,191

$

19

$

3,388

$

1,187

$

1,112

$

1,253

$

895

$

4,447

$

1,253

$

1,246

$

1,243

$

3,742

Northeast G&P

$

250

$

255

$

281

$

300

$

1,086

$

299

$

303

$

345

$

367

$

1,314

$

369

$

370

$

387

$

1,126

Transmission & Gulf of Mexico

531

541

549

672

2,293

636

590

665

284

2,175

662

615

616

1,893

West

333

323

355

(973)

38

256

212

245

239

952

215

253

247

715

Other

6

(61)

6

20

(29)

(4)

7

(2)

5

6

7

8

(7)

8

Total Modified EBITDA

$

1,120

$

1,058

$

1,191

$

19

$

3,388

$

1,187

$

1,112

$

1,253

$

895

$

4,447

$

1,253

$

1,246

$

1,243

$

3,742

Adjustments included in Modified EBITDA (1):

Northeast G&P

$

- $

-

$

- $

4

$

4

$

3

$

16

$

(2)

$

10

$

27

$

1

$

(7)

$

9

$

3

Transmission & Gulf of Mexico

8

(19)

-

(74)

(85)

-

38

15

359

412

7

2

6

15

West

-

-

-

1,262

1,262

14

75

(1)

24

112

1

(1)

(2)

(2)

Other

7

71

5

(14)

69

12

-

9

(4)

17

-

-

11

11

Total Adjustments included in Modified EBITDA

$

15

$

52

$

5

$

1,178

$

1,250

$

29

$

129

$

21

$

389

$

568

$

9

$

(6)

$

24

$

27

Adjusted EBITDA:

Northeast G&P

$

250

$

255

$

281

$

304

$

1,090

$

302

$

319

$

343

$

377

$

1,341

$

370

$

363

$

396

$

1,129

Transmission & Gulf of Mexico

539

522

549

598

2,208

636

628

680

643

2,587

669

617

622

1,908

West

333

323

355

289

1,300

270

287

244

263

1,064

216

252

245

713

Other

13

10

11

6

40

8

7

7

1

23

7

8

4

19

Total Adjusted EBITDA

$

1,135

$

1,110

$

1,196

$

1,197

$

4,638

$

1,216

$

1,241

$

1,274

$

1,284

$

5,015

$

1,262

$

1,240

$

1,267

$

3,769

(1) Adjustments by segment are detailed in the "Reconciliation of Income (Loss) Attributable to The Williams Companies, Inc. to Adjusted Income," which is also included in these materials.

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Reconciliation of Northeast G&P Adjusted EBITDA to Adjusted EBITDA excluding non-operated equity method investments

2016

2017

2018

2019

2020

(Dollars in millions)

Year

Year

Year

Year

3rd Qtr

YTD

Adjusted EBITDA

886

959

1,090

1,341

1,129

Less: Adjusted EBITDA from non-operatedequity-method investments

(182)

(161)

(173)

(108)

(71)

Adjusted EBITDA excluding non-operatedequity-method investments

$ 704

$ 798

$ 917

$ 1,233

$ 1,058

Statistics for Operated Assets

Gathering and Processing

Consolidated gathering volumes (Bcf/d) (1)

3.21

3.31

3.63

4.24

4.29

Nonconsolidated operated gathering volumes (Bcf/d) (2)

3.16

3.55

3.76

4.29

4.67

Williams' proportional share of operated equity-method investments

1.58

2.25

2.50

2.87

3.11

Partners' proportional share of operated equity-method investments

1.58

1.30

1.26

1.42

1.56

  1. Includes volumes associated with Susquehanna Supply Hub, the Northeast JV, and Utica Supply Hub, all of which are consolidated. The Northeast JV includes 100% of volumes handled by UEOM from the date of consolidation on March 18, 2019 but does not include volumes prior to that date as we did not operate UEOM.
  2. Includes 100% of the volumes associated with operated equity-method investments, including the Laurel Mountain Midstream partnership; and the Bradford Supply Hub and a portion of the Marcellus South Supply Hub within the Appalachia Midstream Services partnership. Volumes handled by Blue Racer Midstream (gathering and processing), which we do not operate, are not included.

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NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 53

Reconciliation of Net Income to Modified EBITDA, Non-GAAP

Adjusted EBITDA and Distributable Cash Flow

2020 Guidance

(Dollars in millions, except per share amounts and coverage ratio)

Low

Mid

High

Net income (loss)

$

304

$

454

$

604

Provision (benefit) for income taxes

134

Interest expense

1,180

Equity (earnings) losses

(450)

Share of impairment of goodwill at equity-method investment

78

Impairment of equity-method investments

938

Impairment of goodwill

187

Proportional Modified EBITDA of equity-method investments

820

Depreciation and amortization expenses and accretion for asset retirement obligations associated with

1,750

nonregulated operations

Modified EBITDA

$

4,941

$

5,091

$

5,241

EBITDA Adjustments (1)

9

Adjusted EBITDA

$

4,950

$

5,100

$

5,250

Net interest expense - cash portion (2)

(1,215)

Maintenance capital expenditures (2)

(550)

(500)

(450)

Cash taxes

60

Dividends and distributions paid to noncontrolling interests and other

(195)

Distributable cash flow (DCF)

$

3,050

$

3,250

$

3,450

--Distributable cash flow per share (3)

$

2.50

$

2.67

$

2.83

Dividends paid

(1,950)

Excess cash available after dividends

$

1,100

$

1,300

$

1,500

Dividend per share

$

1.60

Coverage ratio (Distributable cash flow / Dividends paid)

1.56x

1.67x

1.77x

  1. See 1Q 2020 "Reconciliation of Income (Loss) Attributable to Williams to Adjusted Income" for additional details of adjustments
  2. Includes proportionate share of equity-method investments
  3. Distributable cash flow / diluted weighted-average common shares of 1,218 million

WILLIAMS © 2020 The Williams Companies, Inc. All rights reserved.

NYSE: WMB I Wells Fargo Midstream & Utility Symposium I December 9, 2020 I www.williams.com 54

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Income Available to Common Stockholders

2020 Guidance

(Dollars in millions, except per-share amounts)

Low

Mid

High

Net income (loss)

$

304

$

454

$

604

Less: Net income (loss) attributable to noncontrolling interests & preferred dividends

(25)

Net income (loss) attributable to The Williams Companies, Inc. available to common

329

479

629

stockholders

Adjustments:

Adjustments included in Modified EBITDA (1)

9

Adjustments below Modified EBITDA (1)

1,203

Allocation of adjustments to noncontrolling interests (1)

(65)

Total adjustments

1,147

Less tax effect for above items

(316)

Adjusted income available to common stockholders

$

1,160

$

1,310

$

1,460

Adjusted diluted earnings per common share

$

0.95

$

1.08

$

1.20

Weighted-average shares - diluted (millions)

1,218

(1) See 1Q 2020 "Reconciliation of Income (Loss) Attributable to Williams to Adjusted Income" for additional details of adjustments

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The Williams Companies Inc. published this content on 09 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 December 2020 13:30:07 UTC