Williams Reports Third-Quarter 2009 Financial Results

- Net Income is $143 Million, $0.24 Per Share for 3Q

TULSA, Okla., Oct. 29 /PRNewswire-FirstCall/ -- Williams (NYSE: WMB) announced
unaudited net income attributable to Williams, for third-quarter 2009 of $143
million, or $0.24 per share on a diluted basis, compared with net income of
$366 million, or $0.62 per share on a diluted basis for third-quarter 2008.

Quarterly Summary Financial Information
Per share amounts are
reported on a diluted basis. 3Q 2009 3Q 2008
All amounts are attributable ------------------- -------------------
to The Williams Companies, Inc. millions per share millions per share
-------- --------- -------- ---------
Income from continuing
operations $141 $0.24 $360 $0.61
Income from discontinued
operations 2 - 6 0.01
---- ----- ---- -----
Net income $143 $0.24 $366 $0.62
==== ===== ==== =====
--------------------------------------------------------------------------
Recurring income from
continuing operations* $140 $0.24 $361 $0.61
After-tax mark-to-market
adjustments 7 0.01 (38) ($0.06)
---- ----- ---- -----
Recurring income from
continuing operations
- after mark-to-market
adjustments* $147 $0.25 $323 $0.55
==== ===== ==== =====

Year-to-Date Summary Financial Information
Per share amounts are
reported on a diluted basis. YTD 2009 YTD 2008
All amounts are attributable ------------------- -------------------
to The Williams Companies, Inc. millions per share millions per share
-------- --------- -------- ---------
Income from continuing
operations $266 $0.45 $1,183 $1.99
Income (loss) from
discontinued operations (153) (0.26) 120 0.20
---- ----- ---- -----
Net income $113 $0.19 $1,303 $2.19
==== ===== ==== =====
--------------------------------------------------------------------------
Recurring income from
continuing operations* $366 $0.62 $1,089 $1.83
After-tax mark-to-market
adjustments 26 0.05 (30) ($0.05)
---- ----- ---- -----
Recurring income from
continuing operations
- after mark-to-market
adjustments* $392 $0.67 $1,059 $1.78
==== ===== ==== =====

* A schedule reconciling income from continuing operations to recurring
income from continuing operations and mark-to-market adjustments
(non-GAAP measures) is available at www.williams.com and as an
attachment to this press release.

Lower energy commodity prices in third-quarter 2009, compared to the
relatively high prices in third-quarter 2008, impacted results in Exploration
& Production and Midstream, as both businesses' results were lower than
third-quarter 2008. However, the company's overall results are improved
compared with second-quarter 2009.

Gas Pipeline's results, as expected, were relatively steady despite the much
lower commodity prices. Other factors that served to mitigate the effect of
lower commodity prices include higher natural gas production; Exploration &
Production's hedge positions, which cover a significant portion of its
production; and fee-based revenues from certain of Midstream's gathering and
processing services.

Year-to-date through Sept. 30, Williams reported net income attributable to
Williams of $113 million, or $0.19 per share on a diluted basis, compared with
net income of $1,303 million, or $2.19 per share, for the first three quarters
of 2008.

The year-to-date loss from discontinued operations is primarily due to the
charges associated with the company's operations in Venezuela that were
recorded in first-quarter 2009. As a result of the Venezuelan government's
expropriation of the El Furrial and PIGAP II compression facilities in May,
Williams is now reporting the results of those operations in discontinued
operations.

In addition to the losses associated with the Venezuelan operations, the
previously noted lower energy commodity prices compared with the relatively
high prices in 2008 also negatively affected the year-to-date 2009 results.
The 2008 results through three quarters also benefited from $148 million in
pre-tax gains on the sale of certain international interests.

Recurring Results Adjusted for Effect of Mark-to-Market Accounting
Recurring income from continuing operations, after adjustments to remove the
effect of mark-to-market accounting for certain hedges and other derivatives
in Gas Marketing Services, was $147 million, or $0.25 per share for
third-quarter 2009. On the same adjusted basis, recurring income from
continuing operations was $323 million, or $0.55 per share, for third-quarter
2008.

For the first three quarters of 2009, recurring income from continuing
operations after mark-to-market adjustments was $392 million, or $0.67 per
share; compared with $1,059 million, or $1.78 per share, for the same period
in 2008.

The lower recurring adjusted results for both the third-quarter and
year-to-date periods were also due to the large disparity between the
relatively low 2009 commodity prices compared with the 2008 prices,
particularly in the first half of the year.

As previously noted, the relatively steady results in Gas Pipeline, as well as
higher natural gas production, Exploration & Production's hedge positions and
fee-based revenues in Midstream, partially offset some of the negative effect
of lower commodity prices.

While the 2009 recurring adjusted results are lower compared with 2008, the
third-quarter 2009 results are up 27 percent compared with second-quarter 2009
results, which represent a more comparable commodity price environment.

A reconciliation of the company's income from continuing operations to
recurring income from continuing operations and mark-to-market adjustments is
available at www.williams.com and as an attachment to this news release.

2009 Guidance Increased, 2010-11 Guidance Unchanged
Williams is updating its outlook for full-year 2009 commodity price
assumptions and its earnings and capital expenditures, which it previously
provided on Sept. 10. The following chart shows the updated guidance for
2009, as well as guidance for 2010 and 2011, which are both unchanged from the
Sept. 10 guidance.

Williams' 2009-2011 Outlook 2009 2010 2011
------------------------------------------------------------------------
As of Oct. 29, 2009
Natural Gas ($/MMBtu)
NYMEX $3.95 - $4.35 $4.50 - $7.00 $5.00 - $8.00
Rockies $3.00 - $3.40 $3.90 - $6.10 $4.35 - $6.95
San Juan/Mid-Continent
Avg. $3.15 - $3.55 $4.05 - $6.35 $4.55 - $7.30
Crude Oil - WTI ($/barrel) $55 - $60 $60 - $90 $65 - $95
Crude-to-Natural Gas Ratio 13.8x - 13.9x 12.9x - 13.3x 11.9x - 13.0x
Average NGL Margins
($/gallon) $0.35 - $0.37 $0.35 - $0.67 $0.38 - $0.64

Capital Expenditures
Incurred* $2,450 - $2,675 $1,900 - $2,675 $2,300 - $3,800
Recurring Adj. Segment
Profit* $1,750 - $1,900 $1,575 - $2,775 $1,850 - $3,450
Recurring Adj. Earnings
Per Share* $0.95 - $1.00 $0.80 - $1.90 $1.10 - $2.65

* Capital Expenditures Incurred and Recurring Adjusted Segment Profit are
in millions of dollars. Capital Expenditures Incurred includes increase
in property, plant and equipment plus purchase of investments. Recurring
Segment Profit and Earnings Per Share are adjusted to remove the effect
of mark-to-market accounting and EPS is diluted.

The company is increasing 2009 recurring adjusted segment profit guidance from
a range of $1,525 million to $1,800 to a range of $1,750 million to $1,900
million. Guidance for recurring adjusted earnings per share is also
increasing from a range of $0.75 to $0.90 to a range of $0.95 to $1.00.

The updated guidance for 2009 reflects higher expected NGL margins in
Midstream as well as higher expected average net realized prices for natural
gas and lower costs in Exploration & Production.

The company has slightly reduced its expected capital expenditures for 2009,
reflecting the company's continuing efforts to reduce operating and capital
project costs.

CEO Perspective
"Williams has delivered steadily improving results throughout a difficult 2009
and we are now poised to deliver significant earnings growth and value
creation," said Steve Malcolm, chairman, president and chief executive
officer.

"Forward market commodity prices are now above the midpoints of our 2010-11
assumptions, which have us approaching our record-level of earnings from 2008
over the next two years. And this is in a much more sustainable and lower
commodity price environment," Malcolm said.

"We're planning on investing in significant growth opportunities over the next
two years. The Piceance Basin, where we have continued to build scale, holds
a vast inventory of low risk, high return projects across all of our
businesses.

"As expected, Rockies gas prices are increasing and the basis differential is
improving, which only enhances the strong returns on our projects," Malcolm
said.

Business Segment Performance 3Q YTD
Consolidated Segment Profit ------------- ----------------
Amounts in millions 2009 2008 2009 2008

Exploration & Production $106 $361 $303 $1,287
Midstream Gas & Liquids 222 229 371 737
Gas Pipeline 157 173 498 532
---- ---- ------ ------
$485 $763 $1,172 $2,556

Gas Marketing Services ($6) $16 ($14) ($9)
Other (1) (2) 3 (2)
---- ---- ------ ------
Consolidated Segment Profit $478 $777 $1,161 $2,545
==== ==== ====== ======

Recurring Consolidated Segment
Profit After Mark-to-Market 3Q YTD
Adjustments* ------------- ----------------
Amounts in millions 2009 2008 2009 2008

Exploration & Production $102 $379 $339 $1,162
Midstream Gas & Liquids 217 223 435 729
Gas Pipeline 157 163 498 513
---- ---- ------ ------
$476 $765 $1,272 $2,404

Gas Marketing after MTM
Adjustments $6 ($45) $27 ($58)
Other (1) (2) 3 (2)
---- ---- ------ ------
Recurring Consolidated Segment
Profit After
Mark-to-Market Adjustments $481 $718 $1,302 $2,344
==== ==== ====== ======

* A schedule reconciling income from continuing operations to recurring
income from continuing operations and mark-to-market adjustments
(non-GAAP measures) is available at www.williams.com and as an
attachment to this press release.

Exploration & Production
Exploration & Production includes natural gas production and development in
the U.S. Rocky Mountains, San Juan Basin, Barnett Shale, and oil and gas
development in South America. The company also made its initial investment in
the Marcellus Shale earlier in 2009.

The business reported segment profit of $106 million for third-quarter 2009,
compared with segment profit of $361 million in third-quarter 2008.

The significant decline in segment profit during the third quarter was due to
much lower net realized average prices for natural gas, partially offset by
higher production volumes and lower costs and expenses, including operating
taxes.

These higher production volumes, coupled with higher capital costs in prior
years, resulted in higher depletion, depreciation and amortization expense
during the third quarter.

Although natural gas production grew from third-quarter 2008 to third-quarter
2009, production is expected to decline somewhat throughout the remainder of
2009 because of the company's reduced drilling activity. Average daily
natural gas production on U.S. interests has fallen 6 percent from
first-quarter to third-quarter 2009.

Average Daily Production 3Q
Amounts in million cubic feet ---------------
equivalent of natural gas (MMcfe) 2009 2008 Growth rate
----- ---- -----------
Piceance Basin 697 657 6%
Powder River Basin 224 225 0%
Other Basins 227 214 6%
U.S. Interests only 1,148 1,096 5%
U.S. & International Interests 1,202 1,146 5%

During third-quarter 2009, Williams' net realized average price for U.S.
production was $4.18 per thousand cubic feet of natural gas equivalent (Mcfe),
which was 40 percent lower than the $6.97 per Mcfe realized in third-quarter
2008.

For the nine months of 2009, the exploration and production business reported
a segment profit of $303 million, compared with $1,287 million for the first
nine months of 2008.

The primary driver of the lower segment profit in the first nine months of
2009 was a 43 percent decline in the net realized average price for natural
gas. Also, the 2008 period benefited from $148 million in pre-tax gains on
the sale of certain international interests. Lower operational costs and
expenses partially offset these negative impacts in the year-to-date period.

Midstream Gas & Liquids
Midstream provides natural gas gathering and processing, deepwater production
handling and oil transportation, natural gas liquid (NGL) fractionation and
storage services and olefins production.

The business reported a segment profit of $222 million for third-quarter 2009,
compared with segment profit of $229 million for third-quarter 2008.

The slight decline in segment profit for the quarter is primarily because of
lower NGL and olefin prices, partially offset by decreased production costs
reflecting lower natural gas prices. Higher NGL equity volumes and higher
fee-based revenues also helped mitigate the lower NGL prices.

The increase in fee-based revenue for the quarter was attributable to
connecting new supplies in the deepwater Gulf of Mexico through the Blind
Faith extension in late 2008, as well as the first partial quarter of
processing natural gas production at Willow Creek. The higher NGL equity
volumes in the quarter were primarily due to the absence of a number of
unfavorable factors in third-quarter 2008, including impacts from hurricanes
in the Gulf of Mexico.

Year-to-date through Sept. 30, Midstream's segment profit was $371 million,
compared with $737 million for the same period in 2008.

The significant decline, compared with the same period in 2008, is due
primarily to lower NGL and olefin prices, especially in the first half of the
year. These lower prices were partially offset by decreased production costs
reflecting lower natural gas prices. In addition, the year-to-date results
were unfavorably impacted by a $75 million loss related to the impairment of
Midstream's investment in the Accroven assets in Venezuela.

Gas Pipeline
Gas Pipeline, which primarily delivers natural gas to markets along the
Eastern Seaboard, in Florida and in the Pacific Northwest, reported
third-quarter 2009 segment profit of $157 million, compared with $173 million
for third-quarter 2008.

Higher operating and maintenance, depreciation and pension expenses and the
absence of a $10 million gain in 2008 were the drivers of the decrease in
third-quarter segment profit. These were partially offset by lower project
development costs.

Year-to-date through Sept. 30, Gas Pipeline reported segment profit of $498
million, compared with $532 million for the same period in 2008.

The lower segment profit was due primarily to higher operating costs,
partially offset by higher other service revenues and by lower project
development costs.

The 2008 results also included the benefit of a $9 million gain on sale of
excess natural gas inventory in the second quarter and the $10 million gain in
the third quarter noted above.

Gas Marketing Services
Gas Marketing Services is responsible for supporting Williams' natural gas
businesses by providing marketing and risk management services. These
services primarily include marketing and hedging the gas produced by
Exploration & Production, and procuring fuel and shrink gas and hedging NGLs
for Midstream.

In addition, Gas Marketing manages various natural gas related contracts, such
as transportation, storage, and related hedges. It also provides marketing
services to third-parties, such as producers and processing companies. The
segment also manages certain legacy natural gas contracts and positions that
previously were reported in the former power business, which have been reduced
to a minimal level and will conclude by the end of 2010.

Gas Marketing Recurring Segment
Profit Adjusted for Mark-to-Market 3Q YTD
Effect* ------------- --------------
Amounts in millions 2009 2008 2009 2008

Segment profit (loss) ($6) $16 ($14) ($9)
Nonrecurring adjustments - - - -
--- ---- ---- ----
Recurring segment profit (loss) ($6) $16 ($14) ($9)
Mark-to-market adjustments 12 (61) 41 (49)
--- ---- ---- ----
Recurring segment profit (loss) after
MTM adjustments $6 ($45) $27 ($58)
=== ==== ==== ====

* A schedule reconciling income from continuing operations to recurring
income from continuing operations and mark-to-market adjustments
(non-GAAP measures) is available at www.williams.com and as an
attachment to this press release.

The improvement in Gas Marketing's third-quarter recurring segment loss after
mark-to-market adjustments primarily resulted from a $31 million increase in
realized gains associated with storage contracts executed to hedge natural gas
storage activity and by the absence of a $24 million unfavorable adjustment to
the carrying value of our natural gas storage inventory in 2008.

The improvement in Gas Marketing's year-to-date recurring adjusted results was
primarily the result of a $33 million increase in realized revenues associated
with storage contracts, a $25 million decrease in inventory valuation
adjustments related to natural gas owned in storage and a $19 million decrease
in realized losses associated with certain legacy and proprietary trading
positions.

Although not significant for the third-quarter 2009 results, the company
expects in the future to have some level of mark-to-market volatility in Gas
Marketing Services, primarily from natural gas storage hedging.

Williams' Liquidity, Financial Strength Remain Strong
As of Oct. 23, 2009, Williams had approximately $1.7 billion of cash and cash
equivalents, which included approximately $635 million held by certain
domestic and international subsidiaries or margin deposits held on behalf of
counterparties. The company also had approximately $1.9 billion of available
credit capacity under the company's credit facilities. Williams' total
liquidity as of Oct. 23 was approximately $3.6 billion.

Williams has no significant debt maturities until 2011 and the company's $1.43
billion primary credit facility does not expire until May 2012. Williams is
rated investment grade by three of the major rating agencies.

Today's Analyst Call
Management will discuss the third-quarter 2009 results and outlook for 2009
during a live webcast beginning at 9:30 a.m. EDT today. Participants are
encouraged to access the webcast and corresponding slides for viewing,
downloading and printing at www.williams.com.

A limited number of phone lines will be available at (877) 719-9791.
International callers should dial (719) 325-4800. Replays of the third-quarter
webcast, in both streaming and downloadable podcast formats, will be available
for two weeks at www.williams.com following the event.

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

About Williams (NYSE: WMB)
Williams, through its subsidiaries, finds, produces, gathers, processes and
transports natural gas. Williams' operations are concentrated in the Pacific
Northwest, Rocky Mountains, Gulf Coast, and Eastern Seaboard. More information
is available at http://www.williams.com. Go to
http://www.b2i.us/irpass.asp?BzID=630&to=ea&s=0 to join our e-mail list.

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

Travis Campbell
Williams (investor relations)
(918) 573-2944

Richard George
Williams (investor relations)
(918) 573-3679

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

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

-- availability of supplies (including the uncertainties inherent in
assessing, estimating, acquiring and developing future natural gas
reserves), market demand, volatility of prices, and the availability
and
cost of capital;
-- inflation, interest rates, fluctuation in foreign exchange, and
general
economic conditions (including the current economic slowdown and the
disruption of global credit markets and the impact of these events on
our customers and suppliers);
-- the strength and financial resources of our competitors;
-- development of alternative energy sources;
-- the impact of operational and development hazards;
-- costs of, changes in, or the results of laws, government regulations
(including proposed climate change legislation), environmental
liabilities, litigation, and rate proceedings;
-- our costs and funding obligations for defined benefit pension plans
and
other postretirement benefit plans;
-- changes in maintenance and construction costs;
-- changes in the current geopolitical situation;
-- our exposure to the credit risk of our customers;
-- risks related to strategy and financing, including restrictions
stemming
from our debt agreements, future changes in our credit ratings and the
availability and cost of credit;
-- risks associated with future weather conditions;

-- acts of terrorism, and additional risks described in our filings with
the Securities and Exchange Commission.

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

Reconciliation of Income from Continuing Operations Attributable to
The Williams Companies, Inc. to Recurring Earnings
(UNAUDITED)

(Dollars in millions, 2008
except per-share ------------------------------------------
amounts) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year
--------------------------------------------------------------------
Income from continuing
operations attributable
to The Williams Companies,
Inc. available to common
stockholders $411 $412 $360 $123 $1,306
======= ======= ======= ======= =======
Income from continuing
operations - diluted
earnings per common
share $0.69 $0.69 $0.61 $0.21 $2.21
======= ======= ======= ======= =======

Nonrecurring items:

Exploration & Production (E&P)
------------------------------
Gain on sale of Peru
interests $(118) $(30) $- $- $(148)
Reserve for receivables
from bankrupt
counterparty - 5 4 - 9
Impairments of property
in the Arkoma basin - - 14 129 143
Accrual for Wyoming
severance taxes - - - 34 34
Penalties from early
release of drilling
rigs - - - - -
------- ------- ------- ------- -------
Total Exploration &
Production nonrecurring
items (118) (25) 18 163 38

Gas Pipeline
-------------
Gain on sale of excess
inventory gas - TGPL - (9) - - (9)
Gain on sale of certain
south Texas assets -
TGPL - - (10) - (10)
------- ------- ------- ------- -------
Total Gas Pipeline
nonrecurring items - (9) (10) - (19)

Midstream Gas & Liquids (MGL)
------------------------------
Impairment of Carbonate
Trend pipeline - - - 6 6
Involuntary conversion
gain related to Ignacio
gas processing plant - (3) (6) (3) (12)
Reserve for receivables
from bankrupt
counterparty - 1 - - 1
Final earnout payment
from 2005 Gulf Liquids
asset sale - - (8) - (8)
Charges from Hurricanes
Gustav & Ike - - 8 5 13
Involuntary conversion
gain from hurricane
damage at Cameron - - - (5) (5)
Gulf Liquids litigation
partial settlement - - - (32) (32)
Loss from Venezuela
investment - - - - -
------- ------- ------- ------- -------
Total Midstream Gas &
Liquids nonrecurring
items - (2) (6) (29) (37)
------- ------- ------- ------- -------
Nonrecurring items
included in segment
profit (loss) (118) (36) 2 134 (18)

Nonrecurring items below
segment profit (loss)
------------------------
Interest related to Gulf
Liquids litigation
partial settlement -
MGL - - - (11) (11)
Interest related to
Wyoming severance taxes -
E&P - - - 4 4
Loss associated with
Venezuela investment -
E&P - - - - -
Reversal of litigation
contingency -
Corporate - - - - -
Impairment of cost-based
investment - Corporate - - - - -
------- ------- ------- ------- -------
- - - (7) (7)

Total nonrecurring items (118) (36) 2 127 (25)
Tax effect for above
items (45) (14) 1 49 (9)
------- ------- ------- ------- -------

Recurring income from
continuing operations
available to common
stockholders $338 $390 $361 $201 $1,290
======= ======= ======= ======= =======

Recurring diluted
earnings per common
share $0.57 $0.66 $0.61 $0.34 $2.18
======= ======= ======= ======= =======

Weighted-average shares -
diluted (thousands) 598,627 596,187 589,138 587,057 592,719

(Dollars in millions, 2009
except per-share ---------------------------------
amounts) 1st Qtr 2nd Qtr 3rd Qtr Year
-----------------------------------------------------------
Income from continuing
operations attributable
to The Williams Companies,
Inc. available to common
stockholders $2 $123 $141 $266
======= ======= ======= =======
Income from continuing
operations - diluted
earnings per common
share $- $0.21 $0.24 $0.45
======= ======= ======= =======

Nonrecurring items:

Exploration & Production (E&P)
-------------------------------
Gain on sale of Peru
interests $- $- $- $-
Reserve for receivables
from bankrupt
counterparty - - - -
Impairments of property
in the Arkoma basin 5 - - 5
Accrual for Wyoming
severance taxes - 3 (4) (1)
Penalties from early
release of drilling
rigs 34 (2) - 32
------- ------- ------- -------
Total Exploration &
Production nonrecurring
items 39 1 (4) 36

Gas Pipeline
-------------
Gain on sale of excess
inventory gas - TGPL - - - -
Gain on sale of certain
south Texas assets -
TGPL - - - -
------- ------- ------- -------
Total Gas Pipeline
nonrecurring items - - - -

Midstream Gas & Liquids (MGL)
------------------------------
Impairment of Carbonate
Trend pipeline - - - -
Involuntary conversion
gain related to Ignacio
gas processing plant 1 - (5) (4)
Reserve for receivables
from bankrupt
counterparty - - - -
Final earnout payment
from 2005 Gulf Liquids
asset sale - - - -
Charges from Hurricanes
Gustav & Ike - - - -
Involuntary conversion
gain from hurricane
damage at Cameron - - - -
Gulf Liquids litigation
partial settlement - - - -
Loss from Venezuela
investment 68 - - 68
------- ------- ------- -------
Total Midstream Gas &
Liquids nonrecurring
items 69 - (5) 64
------- ------- ------- -------
Nonrecurring items
included in segment
profit (loss) 108 1 (9) 100

Nonrecurring items below
segment profit (loss)
------------------------
Interest related to Gulf
Liquids litigation
partial settlement -
MGL - - - -
Interest related to
Wyoming severance taxes -
E&P - - - -
Loss associated with
Venezuela investment -
E&P 11 - - 11
Reversal of litigation
contingency -
Corporate - (5) - (5)
Impairment of cost-based
investment - Corporate - - 7 7
------- ------- ------- -------
11 (5) 7 13

Total nonrecurring items 119 (4) (2) 113
Tax effect for above
items 15 (1) (1) 13
------- ------- ------- -------

Recurring income from
continuing operations
available to common
stockholders $106 $120 $140 $366
======= ======= ======= =======

Recurring diluted
earnings per common
share $0.18 $0.20 $0.24 $0.62
======= ======= ======= =======

Weighted-average shares -
diluted (thousands) 582,361 588,780 590,059 588,693

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

Adjustment to remove MTM effect

Dollars in millions except for per share amounts

3rd Quarter YTD
-------------- --------------
2009 2008* 2009 2008*
----- ----- ----- -----

Recurring income from cont. ops
available to common shareholders $140 $361 $366 $1,089
Recurring diluted earnings per
common share $0.24 $0.61 $0.62 $1.83

Mark-to-Market (MTM) adjustments for
Gas Marketing 12 (61) 41 (49)

Tax effect of total MTM adjustments (5) 23 (15) 19
----- ----- ----- ------

After tax MTM adjustments 7 (38) 26 (30)

Recurring income from cont. ops
available to common shareholders
after MTM adjust. $147 $323 $392 $1,059
Recurring diluted earnings per share
after MTM adj. $0.25 $0.55 $0.67 $1.78

weighted average shares - diluted
(thousands) 590,059 589,138 588,693 594,630

Note: all amounts attributable to Williams

Adjustments have been made to reverse estimated forward unrealized MTM
gains/losses and add estimated realized gains/losses from MTM previously
recognized, i.e. assumes MTM accounting had never been applied to
designated hedges and other derivatives.

Some annual figures may differ from sum of quarterly figures due to
rounding.

* Amounts have been recast to reflect certain Venezuela operations as
discontinued operations.

SOURCE Williams

media relations, Jeff Pounds, +1-918-573-3332, or investor relations, Travis
Campbell, +1-918-573-2944, or Richard George, +1-918-573-3679, or Sharna
Reingold, +1-918-573-2078, all of Williams