Williams Quarterly Data Book (Includes WMB and WPZ) Second Quarter 2016 We make energy happen.® August 1, 2016 © 2016 The Williams Companies, Inc. All rights reserved. Forward Looking Statements > The reports, filings, and other public announcements of The Williams Companies, Inc. (Williams) and Williams Partners L.P. (W PZ) 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, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 document that address activities, events or developments that we expect, believe or anticipate will exist or may occur in the future, as 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: – – – – – – – – – – Expected levels of cash distributions by WPZ with respect to general partner interests, incentive distribution rights and limited part ner interests; Levels of dividends to Williams stockholders; Future credit ratings of Williams, WPZ and their affiliates; Amounts and nature of future capital expenditures; Expansion of our business and operations; 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 olefins prices, supply, and demand; and – Demand for our services. > Forward-looking statements 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 document. 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: – – – – – – – – – – – 1 Whether WPZ will produce sufficient cash flows to provide the level of cash distributions, including incentive distribution rights, that we expect; Whether Williams is able to pay current and expected levels of dividends; Whether we will be able to effectively execute our financing plan including WPZ’s establishment of a distribution reinvestmen t plan (DRIP) and the receipt of anticipated levels of proceeds from planned asset sales; Availability of supplies, including lower than anticipated volumes from third parties served by our midstream business, and market demand; Volatility of pricing including the effect of lower than anticipated energy commodity prices and margins; Inflation, interest rates, fluctuation in foreign exchange rates and general economic conditions (including future disruptions and vol atility in the global credit markets and the impact of these events on customers and suppliers); The strength and financial resources of our competitors and the effects of competition; Whether we are able to successfully identify, evaluate and timely execute our capital projects and other investment opportunities in accordance with our forecasted capital expenditures budget; Our ability to successfully expand our facilities and operations; Development of alternative energy sources; Availability of adequate insurance coverage and the impact of operational and developmental hazards and unforeseen interruptions; Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. Forward Looking Statements (cont’d) – The impact of existing and future laws, regulations, the regulatory environment, environmental liabilities, and litigation, as well as our ability to obtain permits and achieve favorable rate proceeding outcomes; – Williams’ costs and funding obligations for defined benefit pension plans and other postretirement benefit plans ; – WPZ’s allocated costs for defined benefit pension plans and other postretirements benefit plans sponsored by its affiliates; – Changes in maintenance and construction costs; – Changes in the current geopolitical situation; – Our exposure to the credit risk of our customers and counterparties; – Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determi ned by nationally-recognized credit rating agencies and the availability and cost of capital; – The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate; – Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities; – Acts of terrorism, including cybersecurity threats and related disruptions; and – 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 document. 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 Williams’ and WPZ’s Annual Reports on Form 10-K filed with the SEC on February 26, 2016 and in Part II, Item 1A. Risk Factors in our Quarterly Reports on Form 10-Q available from our offices or from our website at www.williams.com. > > > 2 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Central WPZ – Central 2016 Central For 2015 Included in Access Midstream MISSISSIPPI LIME GRANITE WASH/ COLONY WASH WOLFBERRY BARNETT HAYNESVILLE DELAWARE (PERMIAN) EAGLE FORD 4 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Central Central Note: This slide contains non-GAAP financial measures. A reconciliation of all non-GAAP financial measures used in this presentation to their nearest GAAP financial measures is included on slides 39-48. 5 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 WPZ – Atlantic - Gulf © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Atlantic - Gulf Atlantic - Gulf Note: This slide contains non-GAAP financial measures. A reconciliation of all non-GAAP financial measures used in this presentation to their nearest GAAP financial measures is included on slides 39-48. 7 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Atlantic - Gulf Atlantic - Gulf operating statistics 8 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Atlantic - Gulf Eastern Interstates: Nation’s Largest, Fastest-growing Interstate Pipeline Systems NE Connector/ Rockaway Lateral EXPECTED CAPITAL INVESTMENT PLACED INTO SERVICE ($B) Constitution1,2 $4.5 Leidy Southeast New York Bay Expansion NE Supply Enhancement2 Garden State Expansion Atlantic Sunrise3 $3.0 2017 $0.1 2016 $1.4 2015 CPV Woodbridge Virginia Southside I & II Hillabee Phase 1 Rock Springs Expansion Dalton Expansion Gulf Connector2 Mobile Bay South III Gulf Trace St. James Supply2 Note: In-service dates and capacities for projects not yet in service represent expected in-service dates and capacities 1) Project not included in financial forecast 2) Target in-service date is beyond 2017 3) Target in-service as early as late 2017, assuming timely receipt of all necessary regulatory approvals 9 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Atlantic - Gulf Constitution Pipeline: New Market Access for Marcellus Production Project permit denied by New York State; Williams Litigating > A 126-mile, 30-inch pipeline connecting Williams Partners’ Gathering System in Susquehanna County, PA to Iroquois Gas Transmission and Tennessee Gas Pipeline in Schoharie County, NY > Capacity: 650 MDth/d > New FERC-regulated interstate pipeline > Owned (41%) and operated by WPZ; Cabot Oil and Gas owns 25%, Piedmont Constitution Pipeline Company owns 24%, and WGL Midstream, Inc. owns 10% > Target in-service date: as early as 2nd Half 2018*, assuming successful and prompt resolution of permit litigation * Project not included in financial forecast 10 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Atlantic - Gulf Atlantic Sunrise: Unlocking Marcellus Access > Bolsters connection to growing Marcellus supplies 195 > 1.7 MMDth/d fully committed > 15-year binding Atlantic Sunrise • 1.7 MMDth/d firm-transportation agreements > Producers, LDCs investing in greenfield portion of project 165 > Target in-service – As early as late 2017, assuming timely receipt of all necessary regulatory approvals – Financial forecast risks cash flows ~ 6 months 85 11 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Atlantic - Gulf Northern Market: Continuing Strong Growth Constitution • 650 MDth/d • As early as 2H 20181 Leidy Southeast • 525 MDth/d • January 5, 2016 New York Bay Expansion • 115 MDth/d • 20172 Leidy Hub New York City Atlantic Sunrise • 1,700 MDth/d • As early as late 20172 210 NE Supply Enhancement • 400 MDth/d • 20202 Garden State • 180 MDth/d • 20172 195 VA Rock Springs Lateral • 192 MDth/d • 2016 Note: In-service dates and capacities for projects not yet in service represent expected in-service dates and capacities 1) Assuming successful and prompt resolution of permit litigation 2) Assuming timely receipt of all necessary regulatory approvals 12 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Atlantic - Gulf Power Gen Fuels Southern Market Expansions Virginia Southside II • 250 MDth/d • 20171 165 160 Dalton Expansion • 448 MDth/d • 20171 Hillabee Expansion Phase I • 818 MDth/d • 20171 85 Note: In-service dates and capacities for projects not yet in service represent expected in-service dates and capacities 1) Assuming timely receipt of all necessary regulatory approvals 13 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Atlantic - Gulf Gulf Market Area Expansions Serving LNG and Industrial Customers 65 Gulf Connector • 475 MDth/d • 2018 and 20191 50 St. James Supply • 152 MDth/d • 20181 45 30 Gulf Trace • 1,200 MDth/d • 2017 Note: In-service dates and capacities for projects not yet in service represent expected in-service dates and capacities 1) Assuming timely receipt of all necessary regulatory approvals 14 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Atlantic - Gulf Gulf East: Tiebacks Drive New Opportunities CONTRACTED: > Kodiak – tieback to Devils Tower achieved first production 1Q 2016 > Gunflint – tieback to GS1 achieved first production in mid-July > Appomattox development (Norphlet Play) – projected in service 2019 POTENTIAL: > Continuing to pursue near-term gas and oil tieback opportunities 15 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ and WMB – NGL & Petchem Services WPZ – NGL & Petchem Services NGL & Petchem Services Note: This slide contains non-GAAP financial measures. A reconciliation of all non-GAAP financial measures used in this presentation to their nearest GAAP financial measures is included on slides 39-48. 17 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – NGL & Petchem Services NGL & Petchem Services operating statistics 18 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WMB – NGL & Petchem Services Williams NGL & Petchem Services Notes: These financials apply to the Williams NGL & Petchem Services segment of WMB. This slide contains non-GAAP financial measures. A reconciliation of all non-GAAP financial measures used in this presentation to their nearest GAAP financial measures is included on slides 39-48. 19 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. NGL & Petchem Services Pipeline Projects Meeting Market Demands Texas Belle and Bayou Ethane WMB TEXAS BELLE PIPELINE > In-service 1Q 2015 > Transportation solution for new C4+ NGL demand – Serving on-purpose butylene production and other butane demand – Developing opportunities for additional C4+ products for motor fuel blending WPZ BAYOU ETHANE PIPELINE > Phase 1 and Phase 2 in-service 4Q 2014 and 2Q 2015, respectively > Phase 3 expected 3Q 2016 > Supplies Geismar plant along with customers in Mississippi River Corridor, Golden Triangle and Lake Charles areas 20 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Northeast G&P WPZ – Northeast G&P Combined Position to Serve Marcellus, Utica Wet/Dry Gas Susquehanna Supply Hub NW PA and NE Ohio/TRM Bradford Supply Hub Blue Racer Midstream 1 Utica Supply Hub1 Ohio River Supply Hub > Ohio Valley Midstream > Laurel Mountain Midstream1 > Marcellus South 1 LMM, Blue Racer and Utica Supply Hub are partially owned systems. Blue Racer and a portion of Utica Supply Hub are not operated by Williams. 22 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Northeast G&P Northeast G&P Note: This slide contains non-GAAP financial measures. A reconciliation of all non-GAAP financial measures used in this presentation to their nearest GAAP financial measures is included on slides 39-48. 23 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Northeast G&P Northeast G&P operating statistics 24 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – West WPZ – West West Note: This slide contains non-GAAP financial measures. A reconciliation of all non-GAAP financial measures used in this presentation to their nearest GAAP financial measures is included on slides 39-48. 26 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – West West operating statistics 27 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – West Pacific Northwest Demand Growth Heating Up Island Gas Connector Up to 900 MDth/d Target ISD: 2021 Sumas Express Up to 160 MDth/d Target ISD: 2020 Seattle Kalama Lateral Methanol Export Up to 320 MDth/d Target ISD: 2019 > Proposed Expansion Projects – North Seattle – Kalama Lateral – Sumas Express – Island Gas Connector North Seattle Up to 155 MDth/d Target ISD: 2018 TransAlta Coal Conversion Up to 200 MDth/d Target ISD: 2020/2025 Portland > Announced New Market Port Westward Methanol Export Up to 320 MDth/d Target ISD: 2021 Opportunities(1) – LNG Export – Methanol Export – Coal Conversion Boise 28 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 (1) Potential new end-use markets announced by 3rd parties, which may lead to additional expansion opportunities on Northwest © 2016 The Williams Companies, Inc. All rights reserved. Williams (WMB) and Williams Partners L.P. (WPZ) Consolidated WPZ – Consolidated ~93% of WPZ Q2 2016 gross margin from fee-based sources 2% 5% Regulated Gas Pipeline FeeBased Revenue (34%) (Primarily Demand Payments) 34% Other Fee-Based Revenue (59%) (Mix of fixed fee, cost of service, MVC and demand charge) Olefins Commodity Margins (5%) 59% NGL Commodity Margins (2%) Note: excludes contributions from equity method investments and certain regulated revenues, which are related to tracked oper ating costs. 30 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Consolidated WPZ -- Consolidated statement of income (loss) 31 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Consolidated WPZ -- Consolidated statement of income (loss) cont’d 32 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Consolidated WPZ – Operating statistics 33 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ – Consolidated WPZ -- Capital expenditures and investments 34 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WMB – Corporate WMB -- Consolidated statement of operations 35 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WMB – Corporate WMB -- Capital expenditures and investments 36 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WMB – Corporate WMB – Depreciation, amortization and other selected data 37 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WMB - Corporate Tax Provision: Effective Tax Rate Reconciliation (Not Cash Tax Rate) Dollars in millions 2016 Second Quarter Year-to-Date Provision (benefit) at statutory rate ($ 232) 35% 122 (18%) Reversal of cumulative Anticipatory Foreign Tax Credits 34 (5%) Impact of nontaxable noncontrolling interests 14 (2%) State income taxes (net of federal benefit) (4) 1% (74) 11% (3) 0% ($ 143) 22% Increases (decreases) in taxes resulting from: Valuation allowance on certain foreign operations Foreign Operations, net Other-net Provision (benefit) for income taxes See Williams Dividend Illustration and Coverage Calculation slide, for WMB effective cash tax rates 38 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. Non-GAAP Reconciliations Non-GAAP Reconciliations Non-GAAP Disclaimer > > > > > > > > 40 This presentation includes certain financial measures – adjusted EBITDA, adjusted income (“earnings”), adjusted earnings per share, cash available for dividends, dividend coverage ratio, distributable cash flow and cash distribution 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, depreciation and amortization expense, and accretion expense associated with asset retirement obligations for nonregulated operations and goodwill. 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 and may include assumed business interruption insurance related to the Geismar plant. Management believes this measure provides investors meaningful insight into results from ongoing operations. For Williams, cash available for dividends is defined as cash received from its ownership in MLPs, cash received (used) by its NGL & Petchem Services segment (other than cash for capital expenditures) less interest, taxes and maintenance capital expenditures associated with Williams and not the underlying MLPs. We also calculate the ratio of cash available for dividends to the total cash dividends paid (dividend coverage ratio). This measure reflects Williams’ cash available for dividends relative to its actual cash dividends paid. For Williams Partners L.P., we define distributable cash flow as adjusted EBITDA less maintenance capital expenditures, cash portion of interest expense, income attributable to noncontrolling interests and cash income taxes plus WPZ restricted stock unit non-cash compensation 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 equitymethod investments. For Williams Partners L.P., we also calculate the ratio of distributable cash flow to the total cash distributed (cash distribution coverage ratio). This measure reflects the amount of distributable cash flow relative to our cash distribution. We have also provided this ratio calculated using the most directly comparable GAAP measure, net income. 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, cash available for dividends, 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 and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WMB Non-GAAP Reconciliations WMB Non-GAAP reconciliation schedule 41 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WMB Non-GAAP Reconciliations WMB Non-GAAP reconciliation schedule cont’d 42 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WMB Non-GAAP Reconciliations Reconciliation of Modified EBITDA to Non-GAAP Adjusted EBITDA 43 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WMB – Corporate 2015 Dividend Illustration and Coverage Calculation 44 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ Non-GAAP Reconciliations Reconciliation of Non-GAAP Adjusted EBITDA and Distributable Cash Flow to GAAP Net Income 45 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ Non-GAAP Reconciliations Reconciliation of Non-GAAP Adjusted EBITDA and Distributable Cash Flow to GAAP Net Income (cont’d) 46 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ Non-GAAP Reconciliations Reconciliation of Modified EBITDA to Non-GAAP Adjusted EBITDA 47 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved. WPZ Non-GAAP Reconciliations Adjustments to Modified EBITDA by Segment 48 Williams and Williams Partners L.P. Second Quarter 2016 Earnings | 08/01/16 © 2016 The Williams Companies, Inc. All rights reserved.