Business Wire | Feb 22, 2021 04:21PM EST

Williams Reports Fourth-Quarter and Full-Year 2020 Financial Results

Feb. 22, 2021

TULSA, Okla.--(BUSINESS WIRE)--Feb. 22, 2021--Williams (NYSE: WMB) today announced its unaudited financial results for the three and 12 months ended December 31, 2020.

Full-year 2020 results validate strength of natural gas strategy in the face of significant headwinds; results exceed pre-COVID-19 guidance midpoints in key metrics

* Net income of $208 million, or $0.17 per diluted share (EPS), which includes net non-cash impairment impact of ($1.107 billion), or ($0.91) per diluted share * Adjusted EPS of $1.10 per diluted share - up 11% from 2019 * Cash flow from operations (CFFO) of $3.496 billion - down approximately $200 million from 2019 primarily due to the Transco rate case refund impact * Available funds from operations (AFFO) of $3.638 billion increased by 1% over 2019 * Adjusted EBITDA of $5.105 billion - up $90 million or 2% * DCF of $3.356 billion - up $59 million or 2% over 2019 * Record gathering volumes of 13.2 Bcf/d; record contracted transmission capacity of 22.2 Bcf/d * Debt-to-Adjusted EBITDA at quarter end: 4.35x, favorable to guidance * Expect strong natural gas market fundamentals to drive continued growth in 2021

4Q 2020 results demonstrate stability despite ongoing external volatility

* Net income of $115 million, or $0.09 per diluted share, which includes net non-cash impairment impact of ($245 million), or ($0.20) per diluted share * Adjusted EPS of $0.31 per diluted share - up 29% vs. 4Q '19 * CFFO of $1.114 billion - up $123 million or 12% over 4Q '19 * AFFO of $983 million - up 2% over 4Q '19 * Adjusted EBITDA of $1.336 billion - up $52 million or 4% over 4Q '19 * DCF of $926 million - up $98 million or 12% over 4Q '19 * Dividend coverage ratio is 1.91x

CEO Perspective

Alan Armstrong, president and chief executive officer, made the following comments:

"Williams established all-time record results in 2020, demonstrating how durable our business can be against multiple headwinds faced by our industry including the COVID-19 pandemic, major customer bankruptcies and a highly active hurricane season, among other factors. We surpassed guidance midpoints in our key financial metrics and generated free cash flow, driven by strong operations with records for both gathered volumes and contracted transmission capacity. Looking ahead to 2021, we believe our continued operating efficiencies combined with a focus on safety performance and environmental stewardship positions Williams to generate long-term sustainable value. Our business strategy is centered on the economic and environmental benefits of natural gas and its ability to accelerate emissions reductions in a pragmatic and cost-effective way. In addition to implementing aggressive and actionable plans to reduce our own emissions by 2030, we are pursuing a broader clean energy strategy that leverages our best-in-class pipeline transportation and storage systems to integrate solar, renewable natural gas, hydrogen and other emerging opportunities.

"Over the past year, our employees have truly demonstrated our safety-driven culture by taking care to protect themselves and others during the pandemic while at the same time efficiently completing projects that deliver clean, affordable energy to key markets ahead of schedule. I am incredibly proud of the around-the-clock work of our employees and their unwavering focus on running one of the nation's largest energy infrastructure networks with the high level of dependability that consumers have come to expect - reliability that was particularly evident on our gas transmission systems during the severe cold weather event that gripped much of the country last week. Our production supplies in the Northeast and along the Gulf Coast as well as our network of interconnections with other pipelines and strategic storage reserves ensured we were able to meet our commitments and deliver scheduled supplies with no issue. The resiliency of our natural gas network allows us to meet energy demand in the most cost-effective, reliable way possible and demonstrates the importance of natural gas in our country's energy mix."

Williams Summary Financial Information 4Q Full Year

Amounts in millions, except ratios andper-share amounts. Per share amounts arereported on a diluted basis. Net income 2020 2019 2020 2019amounts are from continuing operationsattributable to The Williams Companies,Inc. available to common stockholders.



GAAP Measures

Net Income $115 $138 $208 $862

Net Income Per Share $0.09 $0.11 $0.17 $0.71

Cash Flow From Operations (1) $1,114 $991 $3,496 $3,693



Non-GAAP Measures (2)

Adjusted EBITDA $1,336 $1,284 $5,105 $5,015

Adjusted Income $382 $293 $1,333 $1,200

Adjusted Income Per Share $0.31 $0.24 $1.10 $0.99

Distributable Cash Flow $926 $828 $3,356 $3,297

Available Funds from Operations $983 $962 $3,638 $3,611

Dividend Coverage Ratio (DCF basis) 1.91 x 1.80 x 1.73 x 1.79 x



Other

Debt-to-Adjusted EBITDA at Quarter End 4.35 x 4.39 x (3)

Capital Investments (4) (5) $423 $408 $1,485 $2,476



(1) Decline due primarily to working capital changes of approximately $284million of rate refunds related to settlement of Transco's general rate casepaid in July net of approximately $95 million collected from January throughJune 2020.

(2) Schedules reconciling Adjusted Income, Adjusted EBITDA, Distributable CashFlow, Available Funds from Operations and Dividend Coverage Ratio (non-GAAPmeasures) to the most comparable GAAP measure are available at www.williams.comand as an attachment to this news release.

(3) Does not represent leverage ratios measured for WMB credit agreementcompliance or leverage ratios as calculated by the major credit ratingsagencies. Debt is net of cash on hand, and Adjusted EBITDA reflects the sum ofthe last four quarters.

(4) YTD 2019 excludes $728 million (net of cash acquired) for the purchase ofthe remaining 38% of UEOM as this amount was provided for at the close of theNortheast JV by our JV partner, CPPIB, in June 2019.

(5) Capital Investments includes increases to property, plant, and equipment,purchases of businesses, net of cash acquired, and purchases of andcontributions to equity-method investments.

GAAP Measures

* Fourth-quarter 2020 net income from continuing operations attributable to Williams declined slightly compared to the prior year as the benefits of significantly lower operating and administrative costs from cost-savings initiatives and a change in an employee benefit policy, and higher service revenues were more than offset by higher net impairment charges. * Improved service revenues reflect growth from Transco and Northwest Pipeline expansion projects and the benefit of certain minimum volume commitment (MVC) revenue in the West, partially offset by lower non-cash deferred revenue recognition at Gulfstar One and the impact of 2020 hurricane-related shut-ins in the Gulf of Mexico. The higher net impairment charges include the 2020 impairments of the Northeast Supply Enhancement project and our investment in Rocky Mountain Midstream, partially offset by the 2019 impairment of the Constitution Pipeline project, net of amounts attributable to noncontrolling interests in that project. * Full-year 2020 net income similarly benefited from significantly lower operating and administrative costs, including the absence of prior year severance charges and the benefit of a change in an employee benefit policy, while service revenues declined slightly as growth from our Northeast JV and pipeline expansion projects and the benefit of certain MVCs was more than offset by decreases in non-cash deferred revenue recognition at Gulfstar One and in the Barnett Shale, as well as the expiration of a Barnett Shale MVC in 2019. * The year-over-year change was also significantly impacted by net impairment charges, reflecting 2020 impairments related to equity-method investments, goodwill, and certain assets which resulted in a total $1.54 billion pre-tax charge, of which $65 million was attributable to noncontrolling interests. The 2019 period included similar impairment charges totaling $650 million, of which $209 million was attributable to noncontrolling interests, along with a $122 million gain on the sale of our Jackalope investment. The provision for income taxes changed favorably by $256 million primarily due to the change in pre-tax earnings. * Cash flow from operations for the fourth quarter of 2020 increased as compared to the same period of 2019 primarily due to net favorable changes in net working capital. The decrease for the full-year period was primarily due to working capital changes involving $284 million of rate refunds related to the settlement of Transco's general rate case paid in July, net of approximately $95 million of that amount collected from January through June 2020.

Non-GAAP Measures

* Adjusted EBITDA for the quarter improved over the prior year as increased service revenues from pipeline expansion projects, higher Northeast G&P JV EBITDA, and lower operating and administrative costs were partially offset by lower non-cash deferred revenue recognition at Gulfstar One and the impact of 2020 hurricane-related shut-ins in the Gulf of Mexico. * Full-year Adjusted EBITDA improved driven by lower operating and administrative costs and higher contributions from our Northeast G&P investments, partially offset by the previously described slight decline in service revenues and lower commodity margins. * Changes in Adjusted Income for the quarter and full-year periods were similarly driven by the changes in Adjusted EBITDA. * The increase in fourth quarter 2020 DCF compared to the prior year is driven by the increase in adjusted EBITDA and an income tax refund received. The increase in full-year DCF is also driven by higher adjusted EBITDA, as well as lower maintenance capital, partially offset by increased distributions to noncontrolling interests driven by our Northeast JV.

Business Segment Results & Form 10-K

Williams' operations are comprised of the following reportable segments: Transmission & Gulf of Mexico, Northeast G&P, West and Other. For more information, see the company's 2020 Form 10-K.

Quarter-To-Date Full Year

Modified EBITDA Adjusted EBITDA Modified EBITDA Adjusted EBITDAAmounts inmillions 4Q 2020 4Q Change 4Q 2020 4Q 2019 Change 2020 2019 Change 2020 2019 Change 2019

Transmission& Gulf of $486 $284 $202 $644 $643 $1 $2,379 $2,175 $204 $2,552 $2,587 ($35 )Mexico

Northeast G& 363 367 (4 ) 406 377 29 1,489 1,314 175 1,535 1,341 194 P

West 283 239 44 277 263 14 998 952 46 990 1,064 (74 )

Other (23 ) 5 (28 ) 9 1 8 (15 ) 6 (21 ) 28 23 5

Totals $1,109 $895 $214 $1,336 $1,284 $52 $4,851 $4,447 $404 $5,105 $5,015 $90



Note: Williams uses Modified EBITDA for its segment reporting. Definitions ofModified EBITDA and Adjusted EBITDA and schedules reconciling to net income areincluded in this news release.

Transmission & Gulf of Mexico

* Fourth-quarter 2020 Modified and Adjusted EBITDA benefited from lower operating and administrative costs, partially offset by decreased service revenues from lower non-cash deferred revenue amortization at Gulfstar One and the impact of 2020 hurricane-related shut-ins, partially offset by Transco expansion projects placed in service. * Full-year Modified and Adjusted EBITDA also benefited from lower operating and administrative costs, partially offset by similar decreases in service revenues. * Modified EBITDA for the comparative periods benefited from the absence of both 2019 severance charges and the 2019 impairment of the Constitution Pipeline project, partially offset by the 2020 impairment of the Northeast Supply Enhancement project. Both comparative periods reflect the reversal of previously capitalized costs, while 2020 also benefited from a change in employee benefit policy. These items have been excluded from Adjusted EBITDA.

Northeast G&P

* Fourth-quarter 2020 Modified and Adjusted EBITDA reflect lower operating and administrative costs and higher contributions from equity-method investments. Full-year 2020 Modified and Adjusted EBITDA also reflect lower operating and administrative costs and higher contributions from equity-method investments, as well as increased service revenues associated with higher volumes. The full-year revenue comparison also benefited from the additional ownership in Utica East Ohio Midstream following the March 2019 acquisition and contribution to our Northeast JV. * Modified EBITDA for both periods includes our share of impairments at equity-method investees and the benefit of a 2020 change in employee benefit policy, while the full-year comparison reflects the absence of 2019 severance charges. These items are all excluded from Adjusted EBITDA. * Excluding Blue Racer volumes for fourth-quarter 2020 operating stats, Northeast G&P gross gathering volumes for fourth-quarter 2020, including 100% of operated equity-method investments, increased by 7% over the same period in 2019 and gross processing plant inlet volumes for fourth-quarter 2020 increased by 9% over the same period in 2019.

West

* The changes in fourth-quarter 2020 Modified and Adjusted EBITDA reflect higher service revenues associated with certain MVCs and higher rates partially offset by lower volumes, as well as reduced operating and administrative costs. The changes in full-year 2020 Modified and Adjusted EBITDA reflect decreases in non-cash deferred revenue recognition in the Barnett Shale, as well as the expiration of the Barnett Shale MVC in 2019, partially offset by lower operating and administrative costs. The benefit of higher MVCs was more than offset by the impact of lower volumes. * Modified EBITDA for the quarter and full-year period also benefited from the absence of prior year impairment charges, as well as the benefit of a change in employee benefit policy. The full-year comparison also reflects the absence of prior-year severance charges. All of these items are excluded from Adjusted EBITDA.

2021 Financial Guidance

The company expects 2021 Adjusted EBITDA between $5.05 billion and $5.35 billion. The company also expects 2021 growth capex between $1 billion to $1.2 billion and leverage ratio of 4.25x, providing visibility to the company's 4.20x leverage metric objective. Importantly, Williams also anticipates it will generate positive free cash flow (after capex and dividends), allowing it to retain financial flexibility.

Williams' Fourth-Quarter 2020 Materials to be Posted Shortly; Q&A Webcast Scheduled for Tomorrow

Williams' fourth-quarter 2020 earnings presentation will be posted at www.williams.com. The company's fourth-quarter 2020 earnings conference call and webcast with analysts and investors is scheduled for Tuesday, Feb. 23, at 9:30 a.m. Eastern Time (8:30 a.m. Central Time). Participants who wish to join the call by phone must register using the following link: http://www.directeventreg.com/registration/event/5346299

A webcast link to the conference call is available at www.williams.com. A replay of the webcast will be available on the website for at least 90 days following the event.

About Williams

Williams (NYSE: WMB) is committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Headquartered in Tulsa, Oklahoma, Williams is an industry-leading, investment grade C-Corp with operations across the natural gas value chain including gathering, processing, interstate transportation and storage of natural gas and natural gas liquids. With major positions in top U.S. supply basins, Williams connects the best supplies with the growing demand for clean energy. Williams owns and operates more than 30,000 miles of pipelines system wide - including Transco, the nation's largest volume and fastest growing pipeline - and handles approximately 30 percent of the natural gas in the United States that is used every day for clean-power generation, heating and industrial use. www.williams.com

The Williams Companies, Inc.

Consolidated Statement of Operations

Year Ended December 31,

2020 2019 2018

(Millions, except per-share amounts)

Revenues:

Service revenues $ 5,924 $ 5,933 $ 5,502

Service revenues - commodity 129 203 400 consideration

Product sales 1,666 2,065 2,784

Total revenues 7,719 8,201 8,686

Costs and expenses:

Product costs 1,545 1,961 2,707

Processing commodity expenses 68 105 137

Operating and maintenance expenses 1,326 1,468 1,507

Depreciation and amortization expenses 1,721 1,714 1,725

Selling, general, and administrative 466 558 569 expenses

Impairment of certain assets 182 464 1,915

Impairment of goodwill 187 - -

Gain on sale of certain assets and - 2 (692 )businesses

Other (income) expense - net 22 8 50

Total costs and expenses 5,517 6,280 7,918

Operating income (loss) 2,202 1,921 768

Equity earnings (losses) 328 375 396

Impairment of equity-method investments (1,046 ) (186 ) (32 )

Other investing income (loss) - net 8 107 219

Interest incurred (1,192 ) (1,218 ) (1,160 )

Interest capitalized 20 32 48

Other income (expense) - net (43 ) 33 92

Income (loss) from continuing 277 1,064 331 operations before income taxes

Less: Provision (benefit) for income 79 335 138 taxes

Income (loss) from continuing 198 729 193 operations

Income (loss) from discontinued - (15 ) - operations

Net income (loss) 198 714 193

Less: Net income (loss) attributable to (13 ) (136 ) 348 noncontrolling interests

Net income (loss) attributable to The 211 850 (155 )Williams Companies, Inc

Less: Preferred stock dividends 3 3 1

Net income (loss) available to common $ 208 $ 847 $ (156 )stockholders

Amounts attributable to The WilliamsCompanies, Inc. available to common stockholders:

Income (loss) from continuing $ 208 $ 862 $ (156 )operations

Income (loss) from discontinued - (15 ) - operations

Net income (loss) $ 208 $ 847 $ (156 )

Basic earnings (loss) per common share:

Income (loss) from continuing $ .17 $ .71 $ (.16 )operations

Income (loss) from discontinued - (.01 ) - operations

Net income (loss) $ .17 $ .70 $ (.16 )

Weighted-average shares (thousands) 1,213,631 1,212,037 973,626

Diluted earnings (loss) per common share:

Income (loss) from continuing $ .17 $ .71 $ (.16 )operations

Income (loss) from discontinued - (.01 ) - operations

Net income (loss) $ .17 $ .70 $ (.16 )

Weighted-average shares (thousands) 1,215,165 1,214,011 973,626

The Williams Companies, Inc.

Consolidated Balance Sheet

December 31,

2020

2019

(Millions, except per-share amounts)

ASSETS

Current assets:

Cash and cash equivalents

$

142

$

289

Trade accounts and other receivables

1,000

1,002

Allowance for doubtful accounts

(1

)

(6

)

Trade accounts and other receivables - net

999

996

Inventories

136

125

Other current assets and deferred charges

152

170

Total current assets

1,429

1,580

Investments

5,159

6,235

Property, plant, and equipment - net

28,929

29,200

Intangible assets - net of accumulated amortization

7,444

7,959

Regulatory assets, deferred charges, and other

1,204

1,066

Total assets

$

44,165

$

46,040

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

482

$

552

Accrued liabilities

944

1,276

Long-term debt due within one year

893

2,140

Total current liabilities

2,319

3,968

Long-term debt

21,451

20,148

Deferred income tax liabilities

1,923

1,782

Regulatory liabilities, deferred income, and other

3,889

3,778

Contingent liabilities and commitments

Equity:

Stockholders' equity:

Preferred stock

35

35

Common stock ($1 par value; 1,470 million shares authorized at December 31, 2020 and December 31, 2019; 1,248 million shares issued at December 31, 2020 and 1,247 million shares issued at December 31, 2019)

1,248

1,247

Capital in excess of par value

24,371

24,323

Retained deficit

(12,748

)

(11,002

)

Accumulated other comprehensive income (loss)

(96

)

(199

)

Treasury stock, at cost (35 million shares of common stock)

(1,041

)

(1,041

)

Total stockholders' equity

11,769

13,363

Noncontrolling interests in consolidated subsidiaries

2,814

3,001

Total equity

14,583

16,364

Total liabilities and equity

$

44,165

$

46,040

The Williams Companies, Inc.

Consolidated Balance Sheet

December 31,

2020 2019

(Millions, except per-share amounts)

ASSETS

Current assets:

Cash and cash equivalents $ 142 $ 289

Trade accounts and other receivables 1,000 1,002

Allowance for doubtful accounts (1 ) (6 )

Trade accounts and other receivables - net 999 996

Inventories 136 125

Other current assets and deferred charges 152 170

Total current assets 1,429 1,580



Investments 5,159 6,235

Property, plant, and equipment - net 28,929 29,200

Intangible assets - net of accumulated amortization 7,444 7,959

Regulatory assets, deferred charges, and other 1,204 1,066

Total assets $ 44,165 $ 46,040



LIABILITIES AND EQUITY

Current liabilities:

Accounts payable $ 482 $ 552

Accrued liabilities 944 1,276

Long-term debt due within one year 893 2,140

Total current liabilities 2,319 3,968



Long-term debt 21,451 20,148

Deferred income tax liabilities 1,923 1,782

Regulatory liabilities, deferred income, and other 3,889 3,778

Contingent liabilities and commitments



Equity:

Stockholders' equity:

Preferred stock 35 35

Common stock ($1 par value; 1,470 million sharesauthorized at December 31, 2020 and December 31,2019; 1,248 million shares issued at December 31, 1,248 1,247 2020 and 1,247 million shares issued at December 31,2019)

Capital in excess of par value 24,371 24,323

Retained deficit (12,748 ) (11,002 )

Accumulated other comprehensive income (loss) (96 ) (199 )

Treasury stock, at cost (35 million shares of common (1,041 ) (1,041 )stock)

Total stockholders' equity 11,769 13,363

Noncontrolling interests in consolidated subsidiaries 2,814 3,001

Total equity 14,583 16,364

Total liabilities and equity $ 44,165 $ 46,040

The Williams Companies, Inc.

Consolidated Statement of Cash Flows

Year Ended December 31,

2020

2019

2018

(Millions)

OPERATING ACTIVITIES:

Net income (loss)

$

198

$

714

$

193

Adjustments to reconcile to net cash provided (used) by operating activities:

Depreciation and amortization

1,721

1,714

1,725

Provision (benefit) for deferred income taxes

108

376

220

Equity (earnings) losses

(328

)

(375

)

(396

)

Distributions from unconsolidated affiliates

653

657

693

Gain on disposition of equity-method investments

-

(122

)

-

(Gain) on sale of certain assets and businesses

-

2

(692

)

(Gain) loss on deconsolidation of businesses

-

29

(203

)

Impairment of goodwill

187

-

-

Impairment of equity-method investments

1,046

186

32

Impairment of certain assets

182

464

1,915

Amortization of stock-based awards

52

57

55

Cash provided (used) by changes in current assets and liabilities:

Accounts receivable

(2

)

34

(36

)

Inventories

(11

)

5

(16

)

Other current assets and deferred charges

11

21

17

Accounts payable

(7

)

(46

)

(93

)

Accrued liabilities

(309

)

153

23

Other, including changes in noncurrent assets and liabilities

(5

)

(176

)

(144

)

Net cash provided (used) by operating activities

3,496

3,693

3,293

FINANCING ACTIVITIES:

Proceeds from long-term debt

3,899

767

3,926

Payments of long-term debt

(3,841

)

(909

)

(3,204

)

Proceeds from issuance of common stock

9

10

15

Proceeds from sale of partial interest in consolidated subsidiary

-

1,334

-

Common dividends paid

(1,941

)

(1,842

)

(1,386

)

Dividends and distributions paid to noncontrolling interests

(185

)

(124

)

(591

)

Contributions from noncontrolling interests

7

36

15

Payments for debt issuance costs

(20

)

-

(26

)

Other - net

(13

)

(17

)

(48

)

Net cash provided (used) by financing activities

(2,085

)

(745

)

(1,299

)

INVESTING ACTIVITIES:

Property, plant, and equipment:

Capital expenditures (1)

(1,239

)

(2,109

)

(3,256

)

Dispositions - net

(36

)

(40

)

(7

)

Contributions in aid of construction

37

52

411

Proceeds from sale of businesses, net of cash divested

-

(2

)

1,296

Purchases of businesses, net of cash acquired

-

(728

)

-

Proceeds from dispositions of equity-method investments

-

485

-

Purchases of and contributions to equity-method investments

(325

)

(453

)

(1,132

)

Other - net

5

(32

)

(37

)

Net cash provided (used) by investing activities

(1,558

)

(2,827

)

(2,725

)

Increase (decrease) in cash and cash equivalents

(147

)

121

(731

)

Cash and cash equivalents at beginning of year

289

168

899

Cash and cash equivalents at end of year

$

142

$

289

$

168

_________

(1) Increases to property, plant, and equipment

$

(1,160

)

$

(2,023

)

$

(3,021

)

Changes in related accounts payable and accrued liabilities

(79

)

(86

)

(235

)

Capital expenditures

$

(1,239

)

$

(2,109

)

$

(3,256

)

The Williams Companies, Inc.

Consolidated Statement of Cash Flows

Year Ended December 31,

2020 2019 2018

(Millions)

OPERATING ACTIVITIES:

Net income (loss) $ 198 $ 714 $ 193

Adjustments to reconcile to net cash provided (used) by operating activities:

Depreciation and amortization 1,721 1,714 1,725

Provision (benefit) for deferred income 108 376 220 taxes

Equity (earnings) losses (328 ) (375 ) (396 )

Distributions from unconsolidated 653 657 693 affiliates

Gain on disposition of equity-method - (122 ) - investments

(Gain) on sale of certain assets and - 2 (692 )businesses

(Gain) loss on deconsolidation of - 29 (203 )businesses

Impairment of goodwill 187 - -

Impairment of equity-method investments 1,046 186 32

Impairment of certain assets 182 464 1,915

Amortization of stock-based awards 52 57 55

Cash provided (used) by changes in current assets and liabilities:

Accounts receivable (2 ) 34 (36 )

Inventories (11 ) 5 (16 )

Other current assets and deferred 11 21 17 charges

Accounts payable (7 ) (46 ) (93 )

Accrued liabilities (309 ) 153 23

Other, including changes in noncurrent (5 ) (176 ) (144 )assets and liabilities

Net cash provided (used) by operating 3,496 3,693 3,293 activities

FINANCING ACTIVITIES:

Proceeds from long-term debt 3,899 767 3,926

Payments of long-term debt (3,841 ) (909 ) (3,204 )

Proceeds from issuance of common stock 9 10 15

Proceeds from sale of partial interest - 1,334 - in consolidated subsidiary

Common dividends paid (1,941 ) (1,842 ) (1,386 )

Dividends and distributions paid to (185 ) (124 ) (591 )noncontrolling interests

Contributions from noncontrolling 7 36 15 interests

Payments for debt issuance costs (20 ) - (26 )

Other - net (13 ) (17 ) (48 )

Net cash provided (used) by financing (2,085 ) (745 ) (1,299 )activities

INVESTING ACTIVITIES:

Property, plant, and equipment:

Capital expenditures (1) (1,239 ) (2,109 ) (3,256 )

Dispositions - net (36 ) (40 ) (7 )

Contributions in aid of construction 37 52 411

Proceeds from sale of businesses, net of - (2 ) 1,296 cash divested

Purchases of businesses, net of cash - (728 ) - acquired

Proceeds from dispositions of - 485 - equity-method investments

Purchases of and contributions to (325 ) (453 ) (1,132 )equity-method investments

Other - net 5 (32 ) (37 )

Net cash provided (used) by investing (1,558 ) (2,827 ) (2,725 )activities

Increase (decrease) in cash and cash (147 ) 121 (731 )equivalents

Cash and cash equivalents at beginning 289 168 899 of year

Cash and cash equivalents at end of year $ 142 $ 289 $ 168

_________

(1) Increases to property, plant, and $ (1,160 ) $ (2,023 ) $ (3,021 )equipment

Changes in related accounts payable and (79 ) (86 ) (235 )accrued liabilities

Capital expenditures $ (1,239 ) $ (2,109 ) $ (3,256 )

Transmission & Gulf of Mexico

(UNAUDITED)

2019

2020

(Dollars in millions)

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

Regulated interstate natural gas transportation, storage, and other revenues (1)

$

658

$

650

$

682

$

690

$

2,680

$

692

$

676

$

686

$

702

$

2,756

Gathering, processing, and transportation revenues

128

121

117

113

479

99

78

85

86

348

Other fee revenues (1)

3

5

3

4

15

4

5

3

6

18

Commodity margins

8

7

6

4

25

3

1

4

4

12

Operating and administrative costs (1)

(197

)

(230

)

(209

)

(242

)

(878

)

(184

)

(189

)

(192

)

(192

)

(757

)

Other segment income (expenses) - net

(6

)

(7

)

22

22

31

4

2

(8

)

8

6

Impairment of certain assets (2)

-

-

-

(354

)

(354

)

-

-

-

(170

)

(170

)

Proportional Modified EBITDA of equity-method investments

42

44

44

47

177

44

42

38

42

166

Modified EBITDA

636

590

665

284

2,175

662

615

616

486

2,379

Adjustments

-

38

15

359

412

7

2

6

158

173

Adjusted EBITDA

$

636

$

628

$

680

$

643

$

2,587

$

669

$

617

$

622

$

644

$

2,552

Statistics for Operated Assets

Natural Gas Transmission

Transcontinental Gas Pipe Line

Avg. daily transportation volumes (Tbtu)

13.2

12.2

13.2

13.3

13.0

13.8

12.0

12.8

13.2

12.9

Avg. daily firm reserved capacity (Tbtu)

17.1

17.0

17.3

17.5

17.2

17.7

17.5

18.0

18.2

17.9

Northwest Pipeline LLC

Avg. daily transportation volumes (Tbtu)

2.7

2.0

1.9

2.7

2.3

2.6

1.9

1.8

2.5

2.2

Avg. daily firm reserved capacity (Tbtu)

3.1

3.0

3.0

3.0

3.0

3.0

3.0

3.0

2.9

3.0

Gulfstream - Non-consolidated

Avg. daily transportation volumes (Tbtu)

1.1

1.3

1.3

1.2

1.2

1.2

1.2

1.3

1.1

1.2

Avg. daily firm reserved capacity (Tbtu)

1.3

1.3

1.3

1.3

1.3

1.3

1.3

1.3

1.3

1.3

Gathering, Processing, and Crude Oil Transportation

Consolidated (3)

Gathering volumes (Bcf/d)

0.25

0.25

0.22

0.29

0.25

0.30

0.23

0.23

0.26

0.25

Plant inlet natural gas volumes (Bcf/d)

0.53

0.55

0.50

0.58

0.54

0.58

0.50

0.40

0.46

0.48

NGL production (Mbbls/d)

36

33

27

31

32

32

25

27

30

29

NGL equity sales (Mbbls/d)

7

9

5

6

7

5

4

5

5

5

Crude oil transportation volumes (Mbbls/d)

146

136

128

135

136

138

92

121

132

121

Non-consolidated (4)

Gathering volumes (Bcf/d)

0.35

0.38

0.36

0.35

0.36

0.35

0.31

0.26

0.30

0.30

Plant inlet natural gas volumes (Bcf/d)

0.35

0.39

0.36

0.35

0.36

0.35

0.31

0.25

0.30

0.30

NGL production (Mbbls/d)

24

27

24

26

25

24

23

17

21

21

NGL equity sales (Mbbls/d)

7

8

6

5

6

5

8

4

6

6

(1) Excludes certain amounts associated with revenues and operating costs for tracked or reimbursable charges.

(2) Our partners' $209 million share of the fourth-quarter 2019 impairment of the Constitution pipeline project is reflected outside of Modified EBITDA within Net income (loss) attributable to noncontrolling interests.

(3) Excludes volumes associated with equity-method investments that are not consolidated in our results.

(4) Includes 100% of the volumes associated with operated equity-method investments.

Transmission & Gulf of Mexico

(UNAUDITED)

2019 2020

(Dollars in 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year millions)

Regulatedinterstatenatural gastransportation, $ 658 $ 650 $ 682 $ 690 $ 2,680 $ 692 $ 676 $ 686 $ 702 $ 2,756 storage, andother revenues ^(1)

Gathering,processing, and 128 121 117 113 479 99 78 85 86 348 transportationrevenues

Other fee 3 5 3 4 15 4 5 3 6 18 revenues ^(1)

Commodity 8 7 6 4 25 3 1 4 4 12 margins

Operating andadministrative (197 ) (230 ) (209 ) (242 ) (878 ) (184 ) (189 ) (192 ) (192 ) (757 ) costs ^(1)

Other segmentincome (6 ) (7 ) 22 22 31 4 2 (8 ) 8 6 (expenses) - net

Impairment ofcertain assets ^ - - - (354 ) (354 ) - - - (170 ) (170 ) (2)

ProportionalModified EBITDA 42 44 44 47 177 44 42 38 42 166 of equity-methodinvestments

Modified EBITDA 636 590 665 284 2,175 662 615 616 486 2,379

Adjustments - 38 15 359 412 7 2 6 158 173

Adjusted EBITDA $ 636 $ 628 $ 680 $ 643 $ 2,587 $ 669 $ 617 $ 622 $ 644 $ 2,552



Statistics for Operated Assets

Natural Gas Transmission

Transcontinental Gas Pipe Line

Avg. dailytransportation 13.2 12.2 13.2 13.3 13.0 13.8 12.0 12.8 13.2 12.9 volumes (Tbtu)

Avg. daily firmreserved 17.1 17.0 17.3 17.5 17.2 17.7 17.5 18.0 18.2 17.9 capacity (Tbtu)

Northwest Pipeline LLC

Avg. dailytransportation 2.7 2.0 1.9 2.7 2.3 2.6 1.9 1.8 2.5 2.2 volumes (Tbtu)

Avg. daily firmreserved 3.1 3.0 3.0 3.0 3.0 3.0 3.0 3.0 2.9 3.0 capacity (Tbtu)

Gulfstream - Non-consolidated

Avg. dailytransportation 1.1 1.3 1.3 1.2 1.2 1.2 1.2 1.3 1.1 1.2 volumes (Tbtu)

Avg. daily firmreserved 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 capacity (Tbtu)

Gathering,Processing, and Crude OilTransportation

Consolidated ^ (3)

Gathering 0.25 0.25 0.22 0.29 0.25 0.30 0.23 0.23 0.26 0.25 volumes (Bcf/d)

Plant inletnatural gas 0.53 0.55 0.50 0.58 0.54 0.58 0.50 0.40 0.46 0.48 volumes (Bcf/d)

NGL production 36 33 27 31 32 32 25 27 30 29 (Mbbls/d)

NGL equity sales 7 9 5 6 7 5 4 5 5 5 (Mbbls/d)

Crude oiltransportation 146 136 128 135 136 138 92 121 132 121 volumes (Mbbls/d)

Non-consolidated ^(4)

Gathering 0.35 0.38 0.36 0.35 0.36 0.35 0.31 0.26 0.30 0.30 volumes (Bcf/d)

Plant inletnatural gas 0.35 0.39 0.36 0.35 0.36 0.35 0.31 0.25 0.30 0.30 volumes (Bcf/d)

NGL production 24 27 24 26 25 24 23 17 21 21 (Mbbls/d)

NGL equity sales 7 8 6 5 6 5 8 4 6 6 (Mbbls/d)



(1) Excludes certain amounts associated with revenues and operating costs for tracked or reimbursable charges.

(2) Our partners' $209 million share of the fourth-quarter 2019 impairment ofthe Constitution pipeline project is reflected outside of Modified EBITDA within Net income (loss) attributable to noncontrolling interests.

(3) Excludes volumes associated with equity-method investments that are not consolidated in our results.

(4) Includes 100% of the volumes associated with operated equity-method investments.

Northeast G&P

(UNAUDITED)

2019

2020

(Dollars in millions)

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

Gathering, processing, transportation, and fractionation revenues

$

239

$

291

$

310

$

331

$

1,171

$

312

$

308

$

332

$

327

$

1,279

Other fee revenues (1)

23

21

23

24

91

25

25

22

24

96

Commodity margins

2

-

1

(1

)

2

1

1

1

1

4

Operating and administrative costs (1)

(83

)

(112

)

(100

)

(98

)

(393

)

(87

)

(86

)

(85

)

(84

)

(342

)

Other segment income (expenses) - net

(4

)

-

3

-

(1

)

(2

)

(4

)

(4

)

1

(9

)

Impairment of certain assets

-

-

-

(10

)

(10

)

-

-

-

(12

)

(12

)

Proportional Modified EBITDA of equity-method investments

122

103

108

121

454

120

126

121

106

473

Modified EBITDA

299

303

345

367

1,314

369

370

387

363

1,489

Adjustments

3

16

(2

)

10

27

1

(7

)

9

43

46

Adjusted EBITDA

$

302

$

319

$

343

$

377

$

1,341

$

370

$

363

$

396

$

406

$

1,535

Statistics for Operated Assets

Gathering and Processing

Consolidated (2)

Gathering volumes (Bcf/d)

4.05

4.16

4.33

4.41

4.24

4.27

4.14

4.47

4.36

4.31

Plant inlet natural gas volumes (Bcf/d)

0.63

1.04

1.16

1.33

1.04

1.24

1.22

1.36

1.45

1.32

NGL production (Mbbls/d)

44

58

92

106

76

92

85

114

111

101

NGL equity sales (Mbbls/d)

4

3

3

2

3

2

2

2

2

2

Non-consolidated (3)

Gathering volumes (Bcf/d)

4.27

4.08

4.35

4.47

4.29

4.40

4.68

4.94

5.11

4.78

(1) Excludes certain amounts associated with revenues and operating costs for reimbursable charges.

(2) 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.

(3) 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. Beginning November 18, 2020, we operate Blue Racer. Blue Racer gathering volumes of 1.38 Bcf/d, plant inlet natural gas volumes of 0.95 Bcf/d, NGL production of 65 Mbbls/d, and NGL equity sales of 6 Mbbls/d have been excluded.

Northeast G&P

(UNAUDITED)

2019 2020

(Dollars in 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year millions)

Gathering,processing,transportation, $ 239 $ 291 $ 310 $ 331 $ 1,171 $ 312 $ 308 $ 332 $ 327 $ 1,279 andfractionationrevenues

Other fee 23 21 23 24 91 25 25 22 24 96 revenues ^(1)

Commodity 2 - 1 (1 ) 2 1 1 1 1 4 margins

Operating andadministrative (83 ) (112 ) (100 ) (98 ) (393 ) (87 ) (86 ) (85 ) (84 ) (342 ) costs ^(1)

Other segmentincome (4 ) - 3 - (1 ) (2 ) (4 ) (4 ) 1 (9 ) (expenses) - net

Impairment of - - - (10 ) (10 ) - - - (12 ) (12 ) certain assets

ProportionalModified EBITDA 122 103 108 121 454 120 126 121 106 473 of equity-methodinvestments

Modified EBITDA 299 303 345 367 1,314 369 370 387 363 1,489

Adjustments 3 16 (2 ) 10 27 1 (7 ) 9 43 46

Adjusted EBITDA $ 302 $ 319 $ 343 $ 377 $ 1,341 $ 370 $ 363 $ 396 $ 406 $ 1,535



Statistics for Operated Assets

Gathering and Processing

Consolidated ^ (2)

Gathering 4.05 4.16 4.33 4.41 4.24 4.27 4.14 4.47 4.36 4.31 volumes (Bcf/d)

Plant inletnatural gas 0.63 1.04 1.16 1.33 1.04 1.24 1.22 1.36 1.45 1.32 volumes (Bcf/d)

NGL production 44 58 92 106 76 92 85 114 111 101 (Mbbls/d)

NGL equity sales 4 3 3 2 3 2 2 2 2 2 (Mbbls/d)

Non-consolidated ^(3)

Gathering 4.27 4.08 4.35 4.47 4.29 4.40 4.68 4.94 5.11 4.78 volumes (Bcf/d)



(1) Excludes certain amounts associated with revenues and operating costs for reimbursable charges.

(2) Includes volumes associated with Susquehanna Supply Hub, the Northeast JV,and Utica Supply Hub, all of which are consolidated. The Northeast JV includes100% 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 operateUEOM.

(3) Includes 100% of the volumes associated with operated equity-methodinvestments, including the Laurel Mountain Midstream partnership; and theBradford Supply Hub and a portion of the Marcellus South Supply Hub within theAppalachia Midstream Services partnership. Beginning November 18, 2020, we operate Blue Racer. Blue Racer gathering volumes of 1.38 Bcf/d, plant inletnatural gas volumes of 0.95 Bcf/d, NGL production of 65 Mbbls/d, and NGL equitysales of 6 Mbbls/d have been excluded.

West

(UNAUDITED)

2019

2020

(Dollars in millions)

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

Gathering, processing, transportation, storage, and fractionation revenues

$

344

$

355

$

307

$

302

$

1,308

$

299

$

297

$

288

$

320

$

1,204

Other fee revenues (1)

7

6

6

4

23

6

13

16

15

50

Commodity margins

19

18

24

33

94

2

30

28

25

85

Operating and administrative costs (1)

(125

)

(135

)

(116

)

(114

)

(490

)

(115

)

(111

)

(108

)

(105

)

(439

)

Other segment income (expenses) - net

(3

)

4

(5

)

6

2

(5

)

-

(7

)

-

(12

)

Impairment of certain assets

(12

)

(64

)

-

(24

)

(100

)

-

-

-

-

-

Proportional Modified EBITDA of equity-method investments

26

28

29

32

115

28

24

30

28

110

Modified EBITDA

256

212

245

239

952

215

253

247

283

998

Adjustments

14

75

(1

)

24

112

1

(1

)

(2

)

(6

)

(8

)

Adjusted EBITDA

$

270

$

287

$

244

$

263

$

1,064

$

216

$

252

$

245

$

277

$

990

Statistics for Operated Assets

Gathering and Processing

Consolidated (2)

Gathering volumes (Bcf/d)

3.42

3.53

3.61

3.51

3.52

3.43

3.40

3.28

3.19

3.33

Plant inlet natural gas volumes (Bcf/d)

1.41

1.52

1.56

1.44

1.48

1.26

1.33

1.31

1.13

1.25

NGL production (Mbbls/d)

62

59

48

46

54

35

51

71

39

49

NGL equity sales (Mbbls/d)

27

28

17

17

22

12

25

34

18

22

Non-consolidated (3)

Gathering volumes (Bcf/d)

0.17

0.15

0.21

0.27

0.20

0.20

0.24

0.28

0.30

0.25

Plant inlet natural gas volumes (Bcf/d)

0.17

0.14

0.21

0.26

0.20

0.20

0.23

0.28

0.29

0.25

NGL production (Mbbls/d)

7

1

18

22

12

17

23

26

26

23

NGL and Crude Oil Transportation volumes (Mbbls/d) (4)

254

269

250

238

253

227

142

156

147

168

(1) Excludes certain amounts associated with revenues and operating costs for reimbursable charges.

(2) Excludes volumes associated with equity-method investments that are not consolidated in our results.

(3) Includes 100% of the volumes associated with operated equity-method investments, including the Jackalope Gas Gathering System (sold in April 2019) and Rocky Mountain Midstream.

(4) Includes 100% of the volumes associated with operated equity-method investments, including the Overland Pass Pipeline Company and Rocky Mountain Midstream.

West

(UNAUDITED)

2019 2020

(Dollars in 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year millions)

Gathering,processing,transportation, $ 344 $ 355 $ 307 $ 302 $ 1,308 $ 299 $ 297 $ 288 $ 320 $ 1,204 storage, andfractionationrevenues

Other fee 7 6 6 4 23 6 13 16 15 50 revenues^ (1)

Commodity 19 18 24 33 94 2 30 28 25 85 margins

Operating andadministrative (125 ) (135 ) (116 ) (114 ) (490 ) (115 ) (111 ) (108 ) (105 ) (439 ) costs ^(1)

Other segmentincome (3 ) 4 (5 ) 6 2 (5 ) - (7 ) - (12 ) (expenses) - net

Impairment of (12 ) (64 ) - (24 ) (100 ) - - - - - certain assets

ProportionalModified EBITDA 26 28 29 32 115 28 24 30 28 110 of equity-methodinvestments

Modified EBITDA 256 212 245 239 952 215 253 247 283 998

Adjustments 14 75 (1 ) 24 112 1 (1 ) (2 ) (6 ) (8 )

Adjusted EBITDA $ 270 $ 287 $ 244 $ 263 $ 1,064 $ 216 $ 252 $ 245 $ 277 $ 990



Statistics for Operated Assets

Gathering and Processing

Consolidated ^ (2)

Gathering 3.42 3.53 3.61 3.51 3.52 3.43 3.40 3.28 3.19 3.33 volumes (Bcf/d)

Plant inletnatural gas 1.41 1.52 1.56 1.44 1.48 1.26 1.33 1.31 1.13 1.25 volumes (Bcf/d)

NGL production 62 59 48 46 54 35 51 71 39 49 (Mbbls/d)

NGL equity sales 27 28 17 17 22 12 25 34 18 22 (Mbbls/d)

Non-consolidated ^(3)

Gathering 0.17 0.15 0.21 0.27 0.20 0.20 0.24 0.28 0.30 0.25 volumes (Bcf/d)

Plant inletnatural gas 0.17 0.14 0.21 0.26 0.20 0.20 0.23 0.28 0.29 0.25 volumes (Bcf/d)

NGL production 7 1 18 22 12 17 23 26 26 23 (Mbbls/d)

NGL and CrudeOilTransportation 254 269 250 238 253 227 142 156 147 168 volumes (Mbbls/d) ^(4)



(1) Excludes certain amounts associated with revenues and operating costs for reimbursable charges.

(2) Excludes volumes associated with equity-method investments that are not consolidated in our results.

(3) Includes 100% of the volumes associated with operated equity-methodinvestments, including the Jackalope Gas Gathering System (sold in April 2019) and Rocky Mountain Midstream.

(4) Includes 100% of the volumes associated with operated equity-methodinvestments, including the Overland Pass Pipeline Company and Rocky Mountain Midstream.

Capital Expenditures and Investments

(UNAUDITED)

2019

2020

(Dollars in millions)

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

Capital expenditures:

Transmission & Gulf of Mexico

$

204

$

255

$

543

$

252

$

1,254

$

185

$

181

$

192

$

190

$

748

Northeast G&P

152

177

131

74

534

46

41

32

38

157

West

58

59

107

76

300

72

80

93

65

310

Other

8

6

5

2

21

3

5

8

8

24

Total (1)

$

422

$

497

$

786

$

404

$

2,109

$

306

$

307

$

325

$

301

$

1,239

Purchases of investments:

Transmission & Gulf of Mexico

$

-

$

12

$

3

$

1

$

16

$

1

$

1

$

34

$

1

$

37

Northeast G&P

47

61

34

63

205

27

30

47

174

278

West

52

70

82

28

232

2

5

3

-

10

Total

$

99

$

143

$

119

$

92

$

453

$

30

$

36

$

84

$

175

$

325

Summary:

Transmission & Gulf of Mexico

$

204

$

267

$

546

$

253

$

1,270

$

186

$

182

$

226

$

191

$

785

Northeast G&P

199

238

165

137

739

73

71

79

212

435

West

110

129

189

104

532

74

85

96

65

320

Other

8

6

5

2

21

3

5

8

8

24

Total

$

521

$

640

$

905

$

496

$

2,562

$

336

$

343

$

409

$

476

$

1,564

Capital investments:

Increases to property, plant, and equipment

$

418

$

559

$

730

$

316

$

2,023

$

254

$

327

$

331

$

248

$

1,160

Purchases of businesses, net of cash acquired

727

-

1

-

728

-

-

-

-

-

Purchases of investments

99

143

119

92

453

30

36

84

175

325

Total

$

1,244

$

702

$

850

$

408

$

3,204

$

284

$

363

$

415

$

423

$

1,485

(1) Increases to property, plant, and equipment

$

418

$

559

$

730

$

316

$

2,023

$

254

$

327

$

331

$

248

$

1,160

Changes in related accounts payable and accrued liabilities

4

(62

)

56

88

86

52

(20

)

(6

)

53

79

Capital expenditures

$

422

$

497

$

786

$

404

$

2,109

$

306

$

307

$

325

$

301

$

1,239

Contributions from noncontrolling interests

$

4

$

28

$

-

$

4

$

36

$

2

$

2

$

1

$

2

$

7

Contributions in aid of construction

$

10

$

8

$

7

$

27

$

52

$

14

$

5

$

8

$

10

$

37

Proceeds from sale of businesses, net of cash divested

$

(2

)

$

-

$

-

$

-

$

(2

)

$

-

$

-

$

-

$

-

$

-

Proceeds from sale of partial interest in consolidated subsidiary

$

-

$

1,330

$

-

$

4

$

1,334

$

-

$

-

$

-

$

-

$

-

Proceeds from disposition of equity-method investments

$

-

$

485

$

-

$

-

$

485

$

-

$

-

$

-

$

-

$

-

Non-GAAP Measures

This news release and accompanying materials may include certain financial measures - Adjusted EBITDA, adjusted income ("earnings"), adjusted earnings per share, distributable cash flow, available funds from operations and dividend coverage ratio - that are non-GAAP financial measures as defined under the rules of the SEC.

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, impairments 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. Such items are excluded from net income to determine adjusted income. Management believes these measure provide 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.

Available funds from operations is defined as cash flow from operations excluding the effect of changes in working capital and certain other changes in noncurrent assets and liabilities, reduced by preferred dividends and net distributions to noncontrolling interests.

This news release is accompanied by a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. Management uses these financial measures because they are accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of assets and the cash that the business is generating.

Neither Adjusted EBITDA, adjusted income, distributable cash flow, nor available funds from operations 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.

Capital Expenditures and Investments

(UNAUDITED)

2019 2020

(Dollars in 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year millions)



Capital expenditures:

Transmission & $ 204 $ 255 $ 543 $ 252 $ 1,254 $ 185 $ 181 $ 192 $ 190 $ 748 Gulf of Mexico

Northeast G&P 152 177 131 74 534 46 41 32 38 157

West 58 59 107 76 300 72 80 93 65 310

Other 8 6 5 2 21 3 5 8 8 24

Total ^(1) $ 422 $ 497 $ 786 $ 404 $ 2,109 $ 306 $ 307 $ 325 $ 301 $ 1,239



Purchases of investments:

Transmission & $ - $ 12 $ 3 $ 1 $ 16 $ 1 $ 1 $ 34 $ 1 $ 37 Gulf of Mexico

Northeast G&P 47 61 34 63 205 27 30 47 174 278

West 52 70 82 28 232 2 5 3 - 10

Total $ 99 $ 143 $ 119 $ 92 $ 453 $ 30 $ 36 $ 84 $ 175 $ 325



Summary:

Transmission & $ 204 $ 267 $ 546 $ 253 $ 1,270 $ 186 $ 182 $ 226 $ 191 $ 785 Gulf of Mexico

Northeast G&P 199 238 165 137 739 73 71 79 212 435

West 110 129 189 104 532 74 85 96 65 320

Other 8 6 5 2 21 3 5 8 8 24

Total $ 521 $ 640 $ 905 $ 496 $ 2,562 $ 336 $ 343 $ 409 $ 476 $ 1,564



Capital investments:

Increases toproperty, $ 418 $ 559 $ 730 $ 316 $ 2,023 $ 254 $ 327 $ 331 $ 248 $ 1,160 plant, andequipment

Purchases ofbusinesses, 727 - 1 - 728 - - - - - net of cashacquired

Purchases of 99 143 119 92 453 30 36 84 175 325 investments

Total $ 1,244 $ 702 $ 850 $ 408 $ 3,204 $ 284 $ 363 $ 415 $ 423 $ 1,485



^(1) Increasesto property, $ 418 $ 559 $ 730 $ 316 $ 2,023 $ 254 $ 327 $ 331 $ 248 $ 1,160 plant, andequipment

Changes inrelatedaccounts 4 (62 ) 56 88 86 52 (20 ) (6 ) 53 79 payable andaccruedliabilities

Capital $ 422 $ 497 $ 786 $ 404 $ 2,109 $ 306 $ 307 $ 325 $ 301 $ 1,239 expenditures



Contributionsfrom $ 4 $ 28 $ - $ 4 $ 36 $ 2 $ 2 $ 1 $ 2 $ 7 noncontrollinginterests

Contributionsin aid of $ 10 $ 8 $ 7 $ 27 $ 52 $ 14 $ 5 $ 8 $ 10 $ 37 construction

Proceeds fromsale ofbusinesses, $ (2 ) $ - $ - $ - $ (2 ) $ - $ - $ - $ - $ - net of cashdivested

Proceeds fromsale ofpartial $ - $ 1,330 $ - $ 4 $ 1,334 $ - $ - $ - $ - $ - interest inconsolidatedsubsidiary

Proceeds fromdisposition of $ - $ 485 $ - $ - $ 485 $ - $ - $ - $ - $ - equity-methodinvestments



Non-GAAP Measures

This news release and accompanying materials may include certain financial measures - Adjusted EBITDA, adjusted income ("earnings"), adjusted earnings per share, distributable cash flow, available funds from operations and dividend coverage ratio - that are non-GAAP financial measures as defined under the rules of the SEC.

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, impairments 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. Such items are excluded from net income to determine adjusted income. Management believes these measure provide 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.

Available funds from operations is defined as cash flow from operations excluding the effect of changes in working capital and certain other changes in noncurrent assets and liabilities, reduced by preferred dividends and net distributions to noncontrolling interests.

This news release is accompanied by a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. Management uses these financial measures because they are accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of assets and the cash that the business is generating.

Neither Adjusted EBITDA, adjusted income, distributable cash flow, nor available funds from operations 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.

Reconciliation of Income (Loss) from Continuing Operations Attributable to The Williams Companies, Inc. to Non-GAAP Adjusted Income

(UNAUDITED)

2019 2020

(Dollars inmillions, except 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year per-shareamounts)



Income (loss)from continuingoperationsattributable toThe Williams $ 194 $ 310 $ 220 $ 138 $ 862 $ (518 ) $ 303 $ 308 $ 115 $ 208 Companies, Inc.available tocommonstockholders



Income (loss)from continuingoperations -diluted earnings $ .16 $ .26 $ .18 $ .11 $ .71 $ (.43 ) $ .25 $ .25 $ .09 $ .17 (loss) percommon share ^(1)

Adjustments:

Transmission & Gulf of Mexico

Constitutionpipeline project $ - $ 1 $ 1 $ 1 $ 3 $ - $ - $ - $ - $ - developmentcosts

Northeast SupplyEnhancementproject - - - - - - 3 3 - 6 developmentcosts

Impairment ofcertain assets ^ - - - 354 354 - - - 170 170 (2)

Pension plansettlement - - - - - 4 1 - - 5 charge

Adjustment ofTransco'sregulatory assetfor post-WPZMerger state - - - - - 2 - - - 2 deferred incometax changeconsistent withfiled rate case

Benefit ofchange in - - - - - - (3 ) (6 ) (13 ) (22 ) employee benefitpolicy

Reversal ofcosts - 15 - 1 16 - - 10 1 11 capitalized inprior periods

Severance and - 22 14 3 39 1 1 (1 ) - 1 related costs

TotalTransmission & - 38 15 359 412 7 2 6 158 173 Gulf of Mexicoadjustments

Northeast G&P

Expensesassociated with 3 6 1 - 10 - - - - - new venture

Share of earlydebt retirementgain at - - - - - - (5 ) - - (5 ) equity-methodinvestment

Share ofimpairment ofcertain assets - - - - - - - 11 36 47 at equity-methodinvestments

Pension plansettlement - - - - - 1 - - - 1 charge

Impairment of - - - 10 10 - - - 12 12 certain assets

Severance and - 10 (3 ) - 7 - - - - - related costs

Benefit ofchange in - - - - - - (2 ) (2 ) (5 ) (9 ) employee benefitpolicy

Total Northeast 3 16 (2 ) 10 27 1 (7 ) 9 43 46 G&P adjustments

West

Impairment of 12 64 - 24 100 - - - - - certain assets

Pension plansettlement - - - - - 1 - - - 1 charge

Benefit ofchange in - - - - - - (1 ) (2 ) (6 ) (9 ) employee benefitpolicy

Adjustment ofgain on sale of 2 - - - 2 - - - - - Four Cornersassets

Severance and - 11 (1 ) - 10 - - - - - related costs

Total West 14 75 (1 ) 24 112 1 (1 ) (2 ) (6 ) (8 ) adjustments

Other

Adjustment ofTransco'sregulatory assetfor post-WPZMerger state 12 - - - 12 - - - - - deferred incometax changeconsistent withfiled rate case

Regulatory assetreversals from - - - - - - - 8 7 15 impairedprojects

Reversal ofcosts - - - - - - - 3 - 3 capitalized inprior periods

Pensionsettlement - - - - - - - - 1 1 charge

Accrual for losscontingenciesassociated with - - 9 (5 ) 4 - - - 24 24 formeroperations

Severance and - - - 1 1 - - - - - related costs

Total Other 12 - 9 (4 ) 17 - - 11 32 43 adjustments

Adjustmentsincluded in 29 129 21 389 568 9 (6 ) 24 227 254 Modified EBITDA



Adjustmentsbelow Modified EBITDA

Impairment ofequity-method 74 (2 ) 114 - 186 938 - - 108 1,046 investments

Impairment of - - - - - 187 - - - 187 goodwill ^(2)

Share ofimpairment ofgoodwill at - - - - - 78 - - - 78 equity-methodinvestment

Adjustment ofgain ondeconsolidation 2 - - - 2 - - - - - of certainPermian assets

Loss ondeconsolidation - - - 27 27 - - - - - of Constitution

Gain on sale ofequity-method - (122 ) - - (122 ) - - - - - investments

Allocation ofadjustments to - (1 ) - (210 ) (211 ) (65 ) - - - (65 ) noncontrollinginterests

76 (125 ) 114 (183 ) (118 ) 1,138 - - 108 1,246

Total 105 4 135 206 450 1,147 (6 ) 24 335 1,500 adjustments

Less tax effect (26 ) (1 ) (34 ) (51 ) (112 ) (316 ) 8 1 (68 ) (375 ) for above items



Adjusted incomefrom continuingoperations $ 273 $ 313 $ 321 $ 293 $ 1,200 $ 313 $ 305 $ 333 $ 382 $ 1,333 available tocommonstockholders

Adjusted incomefrom continuingoperations - $ .22 $ .26 $ .26 $ .24 $ .99 $ .26 $ .25 $ .27 $ .31 $ 1.10 diluted earningsper common share^(1)

Weighted-averageshares - diluted 1,213,592 1,214,065 1,214,165 1,214,212 1,214,011 1,214,348 1,214,581 1,215,335 1,216,381 1,215,165 (thousands)

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

(2) Our partners' $209 million share of the fourth-quarter 2019 impairment ofthe Constitution pipeline project and $65 million share of the first-quarter 2020 impairment of goodwill are reflected below in Allocation of adjustments tononcontrolling interests.



Reconciliation of Distributable Cash Flow (DCF)

(UNAUDITED)

2019

2020

(Dollars in millions, except coverage ratios)

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

The Williams Companies, Inc.

Reconciliation of GAAP "Net Income (Loss)" to "Modified EBITDA", Non-GAAP "Adjusted EBITDA" and Non-GAAP "Distributable cash flow"

Net income (loss)

$

214

$

324

$

242

$

(66

)

$

714

$

(570

)

$

315

$

323

$

130

$

198

Provision (benefit) for income taxes

69

98

77

91

335

(204

)

117

111

55

79

Interest expense

296

296

296

298

1,186

296

294

292

290

1,172

Equity (earnings) losses

(80

)

(87

)

(93

)

(115

)

(375

)

(22

)

(108

)

(106

)

(92

)

(328

)

Impairment of goodwill

-

-

-

-

-

187

-

-

-

187

Impairment of equity-method investments

74

(2

)

114

-

186

938

-

-

108

1,046

Other investing (income) loss - net

(1

)

(124

)

(7

)

25

(107

)

(3

)

(1

)

(2

)

(2

)

(8

)

Proportional Modified EBITDA of equity-method investments

190

175

181

200

746

192

192

189

176

749

Depreciation and amortization expenses

416

424

435

439

1,714

429

430

426

436

1,721

Accretion expense associated with asset retirement obligations for nonregulated operations

9

8

8

8

33

10

7

10

8

35

(Income) loss from discontinued operations, net of tax

-

-

-

15

15

-

-

-

-

-

Modified EBITDA

1,187

1,112

1,253

895

4,447

1,253

1,246

1,243

1,109

4,851

EBITDA adjustments

29

129

21

389

568

9

(6

)

24

227

254

Adjusted EBITDA

1,216

1,241

1,274

1,284

5,015

1,262

1,240

1,267

1,336

5,105

Maintenance capital expenditures (1)

(93

)

(130

)

(128

)

(113

)

(464

)

(52

)

(83

)

(144

)

(114

)

(393

)

Preferred dividends

(1

)

-

(1

)

(1

)

(3

)

(1

)

-

(1

)

(1

)

(3

)

Net interest expense - cash portion (2)

(304

)

(302

)

(301

)

(306

)

(1,213

)

(304

)

(304

)

(301

)

(299

)

(1,208

)

Cash taxes

3

85

(2

)

-

86

-

(2

)

-

42

40

Dividends and distributions paid to noncontrolling interests

(41

)

(27

)

(20

)

(36

)

(124

)

(44

)

(54

)

(49

)

(38

)

(185

)

Distributable cash flow

$

780

$

867

$

822

$

828

$

3,297

$

861

$

797

$

772

$

926

$

3,356

Common dividends paid

$

460

$

461

$

461

$

460

$

1,842

$

485

$

486

$

485

$

485

$

1,941

Coverage ratios:

Distributable cash flow divided by Common dividends paid

1.70

1.88

1.78

1.80

1.79

1.78

1.64

1.59

1.91

1.73

Net income (loss) divided by Common dividends paid

0.47

0.70

0.52

(0.14

)

0.39

(1.18

)

0.65

0.67

0.27

0.10

(1) Includes proportionate share of maintenance capital expenditures of equity-method investments.

(2) Includes proportionate share of interest expense of equity-method investments.

Reconciliation of Distributable Cash Flow (DCF)

(UNAUDITED)

2019 2020

(Dollars inmillions,except 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year coverageratios)



The WilliamsCompanies, Inc.

Reconciliation of GAAP "Net Income (Loss)" to "Modified EBITDA", Non-GAAP "Adjusted EBITDA" and Non-GAAP "Distributable cash flow"



Net income $ 214 $ 324 $ 242 $ (66 ) $ 714 $ (570 ) $ 315 $ 323 $ 130 $ 198 (loss)

Provision(benefit) for 69 98 77 91 335 (204 ) 117 111 55 79 income taxes

Interest 296 296 296 298 1,186 296 294 292 290 1,172 expense

Equity(earnings) (80 ) (87 ) (93 ) (115 ) (375 ) (22 ) (108 ) (106 ) (92 ) (328 ) losses

Impairment of - - - - - 187 - - - 187 goodwill

Impairment ofequity-method 74 (2 ) 114 - 186 938 - - 108 1,046 investments

Otherinvesting (1 ) (124 ) (7 ) 25 (107 ) (3 ) (1 ) (2 ) (2 ) (8 ) (income) loss- net

ProportionalModifiedEBITDA of 190 175 181 200 746 192 192 189 176 749 equity-methodinvestments

Depreciationand 416 424 435 439 1,714 429 430 426 436 1,721 amortizationexpenses

Accretionexpenseassociatedwith assetretirement 9 8 8 8 33 10 7 10 8 35 obligationsfornonregulatedoperations

(Income) lossfromdiscontinued - - - 15 15 - - - - - operations,net of tax

Modified 1,187 1,112 1,253 895 4,447 1,253 1,246 1,243 1,109 4,851 EBITDA

EBITDA 29 129 21 389 568 9 (6 ) 24 227 254 adjustments

Adjusted 1,216 1,241 1,274 1,284 5,015 1,262 1,240 1,267 1,336 5,105 EBITDA



Maintenancecapital (93 ) (130 ) (128 ) (113 ) (464 ) (52 ) (83 ) (144 ) (114 ) (393 ) expenditures ^(1)

Preferred (1 ) - (1 ) (1 ) (3 ) (1 ) - (1 ) (1 ) (3 ) dividends

Net interestexpense - cash (304 ) (302 ) (301 ) (306 ) (1,213 ) (304 ) (304 ) (301 ) (299 ) (1,208 ) portion ^(2)

Cash taxes 3 85 (2 ) - 86 - (2 ) - 42 40

Dividends anddistributionspaid to (41 ) (27 ) (20 ) (36 ) (124 ) (44 ) (54 ) (49 ) (38 ) (185 ) noncontrollinginterests

Distributable $ 780 $ 867 $ 822 $ 828 $ 3,297 $ 861 $ 797 $ 772 $ 926 $ 3,356 cash flow



Common $ 460 $ 461 $ 461 $ 460 $ 1,842 $ 485 $ 486 $ 485 $ 485 $ 1,941 dividends paid



Coverage ratios:

Distributablecash flowdivided by 1.70 1.88 1.78 1.80 1.79 1.78 1.64 1.59 1.91 1.73 Commondividends paid

Net income(loss) divided 0.47 0.70 0.52 (0.14 ) 0.39 (1.18 ) 0.65 0.67 0.27 0.10 by Commondividends paid



(1) Includes proportionate share of maintenance capital expenditures of equity-method investments.

(2) Includes proportionate share of interest expense of equity-method investments.

Reconciliation of Cash Flow from Operating Activities to Available Funds from Operations (AFFO)

(UNAUDITED)

2019

2020

(Dollars in millions, except coverage ratios)

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

The Williams Companies, Inc.

Reconciliation of GAAP "Net cash provided (used) by operating activities" to Non-GAAP "Available Funds from Operations"

Net cash provided (used) by operating activities

$

775

$

1,069

$

858

$

991

$

3,693

$

787

$

1,143

$

452

$

1,114

$

3,496

Exclude: Cash (provided) used by changes in:

Accounts receivable

(97

)

(52

)

(10

)

125

(34

)

(67

)

(18

)

103

(16

)

2

Inventories

(1

)

(3

)

(3

)

2

(5

)

(19

)

28

24

(22

)

11

Other current assets and deferred charges

6

10

(6

)

(31

)

(21

)

(20

)

33

2

(26

)

(11

)

Accounts payable

39

59

(22

)

(30

)

46

155

(391

)

313

(70

)

7

Accrued liabilities

142

(212

)

(6

)

(77

)

(153

)

150

86

50

23

309

Other, including changes in noncurrent assets and liabilities

21

20

118

17

176

(23

)

43

(32

)

17

5

Preferred dividends paid

(1

)

-

(1

)

(1

)

(3

)

(1

)

-

(1

)

(1

)

(3

)

Dividends and distributions paid to noncontrolling interests

(41

)

(27

)

(18

)

(38

)

(124

)

(44

)

(54

)

(49

)

(38

)

(185

)

Contributions from noncontrolling interests

4

28

-

4

36

2

2

1

2

7

Available funds from operations

$

847

$

892

$

910

$

962

$

3,611

$

920

$

872

$

863

$

983

$

3,638

Common dividends paid

$

460

$

461

$

461

$

460

$

1,842

$

485

$

486

$

485

$

485

$

1,941

Coverage ratio:

Available funds from operations divided by Common dividends paid

1.84

1.93

1.97

2.09

1.96

1.90

1.79

1.78

2.03

1.87

Reconciliation of Cash Flow from Operating Activities to Available Funds from Operations (AFFO)

(UNAUDITED)

2019 2020

(Dollars inmillions,except 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year coverageratios)



The WilliamsCompanies, Inc.

Reconciliation of GAAP "Net cash provided (used) by operating activities" to Non-GAAP "Available Funds from Operations"



Net cashprovided(used) by $ 775 $ 1,069 $ 858 $ 991 $ 3,693 $ 787 $ 1,143 $ 452 $ 1,114 $ 3,496 operatingactivities

Exclude: Cash(provided) used bychanges in:

Accounts (97 ) (52 ) (10 ) 125 (34 ) (67 ) (18 ) 103 (16 ) 2 receivable

Inventories (1 ) (3 ) (3 ) 2 (5 ) (19 ) 28 24 (22 ) 11

Other currentassets and 6 10 (6 ) (31 ) (21 ) (20 ) 33 2 (26 ) (11 ) deferredcharges

Accounts 39 59 (22 ) (30 ) 46 155 (391 ) 313 (70 ) 7 payable

Accrued 142 (212 ) (6 ) (77 ) (153 ) 150 86 50 23 309 liabilities

Other,includingchanges in 21 20 118 17 176 (23 ) 43 (32 ) 17 5 noncurrentassets andliabilities

Preferred (1 ) - (1 ) (1 ) (3 ) (1 ) - (1 ) (1 ) (3 ) dividends paid

Dividends anddistributionspaid to (41 ) (27 ) (18 ) (38 ) (124 ) (44 ) (54 ) (49 ) (38 ) (185 ) noncontrollinginterests

Contributionsfrom 4 28 - 4 36 2 2 1 2 7 noncontrollinginterests

Availablefunds from $ 847 $ 892 $ 910 $ 962 $ 3,611 $ 920 $ 872 $ 863 $ 983 $ 3,638 operations



Common $ 460 $ 461 $ 461 $ 460 $ 1,842 $ 485 $ 486 $ 485 $ 485 $ 1,941 dividends paid



Coverage ratio:

Availablefunds fromoperations 1.84 1.93 1.97 2.09 1.96 1.90 1.79 1.78 2.03 1.87 divided byCommondividends paid





Reconciliation of "Net Income (Loss)" to "Modified EBITDA" and Non-GAAP "Adjusted EBITDA"

(UNAUDITED)

2019

2020

(Dollars in millions)

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Year

Net income (loss)

$

214

$

324

$

242

$

(66

)

$

714

$

(570

)

$

315

$

323

$

130

$

198

Provision (benefit) for income taxes

69

98

77

91

335

(204

)

117

111

55

79

Interest expense

296

296

296

298

1,186

296

294

292

290

1,172

Equity (earnings) losses

(80

)

(87

)

(93

)

(115

)

(375

)

(22

)

(108

)

(106

)

(92

)

(328

)

Impairment of goodwill

-

-

-

-

-

187

-

-

-

187

Impairment of equity-method investments

74

(2

)

114

-

186

938

-

-

108

1,046

Other investing (income) loss - net

(1

)

(124

)

(7

)

25

(107

)

(3

)

(1

)

(2

)

(2

)

(8

)

Proportional Modified EBITDA of equity-method investments

190

175

181

200

746

192

192

189

176

749

Depreciation and amortization expenses

416

424

435

439

1,714

429

430

426

436

1,721

Accretion expense associated with asset retirement obligations for nonregulated operations

9

8

8

8

33

10

7

10

8

35

(Income) loss from discontinued operations, net of tax

-

-

-

15

15

-

-

-

-

-

Modified EBITDA

$

1,187

$

1,112

$

1,253

$

895

$

4,447

$

1,253

$

1,246

$

1,243

$

1,109

$

4,851

Transmission & Gulf of Mexico

$

636

$

590

$

665

$

284

$

2,175

$

662

$

615

$

616

$

486

$

2,379

Northeast G&P

299

303

345

367

1,314

369

370

387

363

1,489

West

256

212

245

239

952

215

253

247

283

998

Other

(4

)

7

(2

)

5

6

7

8

(7

)

(23

)

(15

)

Total Modified EBITDA

$

1,187

$

1,112

$

1,253

$

895

$

4,447

$

1,253

$

1,246

$

1,243

$

1,109

$

4,851

Adjustments included in Modified EBITDA (1):

Transmission & Gulf of Mexico

$

-

$

38

$

15

$

359

$

412

$

7

$

2

$

6

$

158

$

173

Northeast G&P

3

16

(2

)

10

27

1

(7

)

9

43

46

West

14

75

(1

)

24

112

1

(1

)

(2

)

(6

)

(8

)

Other

12

-

9

(4

)

17

-

-

11

32

43

Total Adjustments included in Modified EBITDA

$

29

$

129

$

21

$

389

$

568

$

9

$

(6

)

$

24

$

227

$

254

Adjusted EBITDA:

Transmission & Gulf of Mexico

$

636

$

628

$

680

$

643

$

2,587

$

669

$

617

$

622

$

644

$

2,552

Northeast G&P

302

319

343

377

1,341

370

363

396

406

1,535

West

270

287

244

263

1,064

216

252

245

277

990

Other

8

7

7

1

23

7

8

4

9

28

Total Adjusted EBITDA

$

1,216

$

1,241

$

1,274

$

1,284

$

5,015

$

1,262

$

1,240

$

1,267

$

1,336

$

5,105

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

Reconciliation of "Net Income (Loss)" to "Modified EBITDA" and Non-GAAP "Adjusted EBITDA"

(UNAUDITED)

2019 2020

(Dollars in 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year millions)



Net income $ 214 $ 324 $ 242 $ (66 ) $ 714 $ (570 ) $ 315 $ 323 $ 130 $ 198 (loss)

Provision(benefit) for 69 98 77 91 335 (204 ) 117 111 55 79 income taxes

Interest 296 296 296 298 1,186 296 294 292 290 1,172 expense

Equity(earnings) (80 ) (87 ) (93 ) (115 ) (375 ) (22 ) (108 ) (106 ) (92 ) (328 ) losses

Impairment of - - - - - 187 - - - 187 goodwill

Impairment ofequity-method 74 (2 ) 114 - 186 938 - - 108 1,046 investments

Otherinvesting (1 ) (124 ) (7 ) 25 (107 ) (3 ) (1 ) (2 ) (2 ) (8 ) (income) loss- net

ProportionalModifiedEBITDA of 190 175 181 200 746 192 192 189 176 749 equity-methodinvestments

Depreciationand 416 424 435 439 1,714 429 430 426 436 1,721 amortizationexpenses

Accretionexpenseassociatedwith assetretirement 9 8 8 8 33 10 7 10 8 35 obligationsfornonregulatedoperations

(Income) lossfromdiscontinued - - - 15 15 - - - - - operations,net of tax

Modified $ 1,187 $ 1,112 $ 1,253 $ 895 $ 4,447 $ 1,253 $ 1,246 $ 1,243 $ 1,109 $ 4,851 EBITDA



Transmission& Gulf of $ 636 $ 590 $ 665 $ 284 $ 2,175 $ 662 $ 615 $ 616 $ 486 $ 2,379 Mexico

Northeast G&P 299 303 345 367 1,314 369 370 387 363 1,489

West 256 212 245 239 952 215 253 247 283 998

Other (4 ) 7 (2 ) 5 6 7 8 (7 ) (23 ) (15 )

TotalModified $ 1,187 $ 1,112 $ 1,253 $ 895 $ 4,447 $ 1,253 $ 1,246 $ 1,243 $ 1,109 $ 4,851 EBITDA



Adjustmentsincluded in ModifiedEBITDA ^(1):



Transmission& Gulf of $ - $ 38 $ 15 $ 359 $ 412 $ 7 $ 2 $ 6 $ 158 $ 173 Mexico

Northeast G&P 3 16 (2 ) 10 27 1 (7 ) 9 43 46

West 14 75 (1 ) 24 112 1 (1 ) (2 ) (6 ) (8 )

Other 12 - 9 (4 ) 17 - - 11 32 43

TotalAdjustmentsincluded in $ 29 $ 129 $ 21 $ 389 $ 568 $ 9 $ (6 ) $ 24 $ 227 $ 254 ModifiedEBITDA



Adjusted EBITDA:



Transmission& Gulf of $ 636 $ 628 $ 680 $ 643 $ 2,587 $ 669 $ 617 $ 622 $ 644 $ 2,552 Mexico

Northeast G&P 302 319 343 377 1,341 370 363 396 406 1,535

West 270 287 244 263 1,064 216 252 245 277 990

Other 8 7 7 1 23 7 8 4 9 28

TotalAdjusted $ 1,216 $ 1,241 $ 1,274 $ 1,284 $ 5,015 $ 1,262 $ 1,240 $ 1,267 $ 1,336 $ 5,105 EBITDA



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

Reconciliation of Net Income (Loss) to Modified EBITDA, Non-GAAP Adjusted EBITDA and Cash Flow from Operating Activities to Non-GAAP Available Funds from Operations (AFFO)

2021 Guidance

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

Low

Mid

High

Net income (loss)

$

1,275

$

1,425

$

1,575

Provision (benefit) for income taxes

460

Interest expense

1,180

Equity (earnings) losses

(430

)

Proportional Modified EBITDA of equity-method investments

800

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

1,775

Other

(10

)

Modified EBITDA

$

5,050

$

5,200

$

5,350

EBITDA Adjustments

-

Adjusted EBITDA

$

5,050

$

5,200

$

5,350

Net income (loss)

$

1,275

$

1,425

$

1,575

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

75

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

$

1,200

$

1,350

$

1,500

Adjusted diluted earnings per common share

$

0.99

$

1.11

$

1.23

Weighted-average shares - diluted (millions)

1,217

Available Funds from Operations (AFFO):

Net cash provided by operating activities (net of changes in working capital and changes in other, including changes in noncurrent assets and liabilities)

$

3,740

$

3,890

$

4,040

Preferred dividends paid

(3

)

Dividends and distributions paid to noncontrolling interests

(200

)

Contributions from noncontrolling interests

13

Available funds from operations (AFFO)

$

3,550

$

3,700

$

3,850

AFFO per common share

$

2.92

$

3.04

$

3.16

Common dividends paid

$

2,000

Coverage Ratio (AFFO/Common dividends paid)

1.78x

1.85x

1.93x

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.

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 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;

* 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;

* Changes in U.S. governmental administration and policies;

* 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 disclosure in Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

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CONTACT: MEDIA CONTACT: media@williams.com (800) 945-8723

CONTACT: INVESTOR CONTACTS: Danilo Juvane (918) 573-5075