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Williams Partners — comprised of our consolidated master limited partnership, WPZ, which includes gas pipeline and midstream businesses. The gas pipeline business includes interstate natural gas pipelines and pipeline joint project investments. The midstream business provides natural gas gathering, treating, processing and compression services; NGL production, fractionation, storage, marketing and transportation; deepwater production handling and crude oil transportation services; an olefin production business and is comprised of several wholly owned and partially owned subsidiaries and joint project investments.

•	Williams NGL & Petchem Services — comprised of our Texas Belle pipeline and certain other domestic olefins pipeline assets and certain Canadian growth projects under development, including a propane dehydrogenation facility and a liquids extraction plant.

•	Other — primarily comprised of corporate operations and our Canadian construction services company.

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•	Producer drilling activities impacting natural gas supplies supporting our gathering and processing volumes;

•	Prices impacting commodity-based activities.

•	Retaining and attracting customers by continuing to provide reliable services;

•	Revenue growth associated with additional infrastructure either completed or currently under construction;

•	Disciplined growth in core service areas and new step-out areas;

•	Ethane, primarily used in the petrochemical industry as a feedstock for ethylene production, one of the basic building blocks for plastics;

•	Propane, used for heating, fuel and as a petrochemical feedstock in the production of ethylene and propylene, another building block for petrochemical-based products such as carpets, packing materials, and molded plastic parts;

•	Normal butane, isobutane and natural gasoline, primarily used by the refining industry as blending stocks for motor gasoline or as a petrochemical feedstock.

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Fee-based: We are paid a fee based on the volume of natural gas processed, generally measured in the Btu heating value. Our customers are entitled to the NGLs produced in connection with this type of processing agreement. A portion of our fee-based processing revenues includes a share of the margins on the NGLs produced. For the year ended December 31, 2015, 76 percent of the NGL production volumes were under fee-based contracts.

•	Keep-whole: Under keep-whole contracts, we (1) process natural gas produced by customers, (2) retain some or all of the extracted NGLs as compensation for our services, (3) replace the Btu content of the retained NGLs

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Percent-of-Liquids: Under percent-of-liquids processing contracts, we (1) process natural gas produced by customers, (2) deliver to customers an agreed-upon percentage of the extracted NGLs, (3) retain a portion of the extracted NGLs as compensation for our services, and (4) deliver natural gas to customers at the plant outlet. Under this type of contract, we are not required to replace the Btu content of the retained NGLs that were extracted during processing, and are therefore only exposed to NGL price movements. NGLs we retain in connection with this type of processing agreement are also referred to as our equity NGL production. For the year ended December 31, 2015, 4 percent of the NGL production volumes were under percent-of-liquids contracts.

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(1)	Statistics reflect 100 percent of the assets from our 66 percent ownership of Cardinal gathering system.

(2)	Includes our 60 percent ownership of a gathering system in the Ryan Gulch area with 140 miles of pipeline and 200 MMcf/d of inlet capacity, and our 67 percent ownership of a gathering system at Allen Point with 8 miles of pipeline and 60 MMcf/d of inlet capacity. We operate both systems. We own and operate 100 percent of the balance of the Piceance gathering assets.

(3)	Includes our 50 percent ownership of the Jackalope gathering system, which we operate, with 184 miles of pipeline and 165 MMcf/d of inlet capacity.

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(1)	Statistics reflect 100 percent of the assets from our 50 percent ownership of Bucking Horse gas processing facility.

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(1)	Statistics reflect 100 percent of the assets from our 51 percent interest in Gulfstar One.

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(1)	Excludes volumes associated with equity-method investments.

(2)	Annual average Mbbls/d.

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•	Costs of providing service, including depreciation expense;

•	Allowed rate of return, including the equity component of the capital structure and related income taxes;

•	Contract and volume throughput assumptions.

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•	Leakage from gathering systems, underground gas storage caverns, pipelines, processing or treating facilities, transportation facilities and storage tanks;

•	Damage to facilities resulting from accidents during normal operations;

•	Damages to onshore and offshore equipment and facilities resulting from storm events or natural disasters;

•	Blowouts, cratering and explosions.

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•	The status, expected timing and expected outcome of the proposed ETC Merger;

•	Statements regarding the proposed ETC Merger;

•	Our beliefs relating to value creation as a result of the proposed ETC Merger;

•	Benefits and synergies of the proposed ETC Merger;

•	Future opportunities for the combined company;

•	Other statements regarding Williams’ and Energy Transfer’s future beliefs, expectations, plans, intentions, financial condition or performance;

•	Expected levels of cash distributions by Williams Partners L.P. (WPZ) with respect to general partner interests, incentive distribution rights and limited partner interests;

•	Levels of dividends to Williams stockholders;

•	Future credit ratings of Williams and WPZ;

•	Amounts and nature of future capital expenditures;

•	Expansion and growth of our business and operations;

•	Financial condition and liquidity;

•	Business strategy;

•	Cash flow from operations or results of operations;

•	Seasonality of certain business components;

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•	Natural gas, natural gas liquids, and olefins prices, supply, and demand;

•	Demand for our services.

•	Satisfaction of the conditions to the completion of the proposed ETC Merger, including receipt of the approval of Williams’ stockholders;

•	The timing and likelihood of completion of the proposed ETC Merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals for the proposed merger that could reduce anticipated benefits or cause the parties to abandon the proposed transaction;

•	The possibility that the expected synergies and value creation from the proposed ETC Merger will not be realized or will not be realized within the expected time period;

•	The risk that the businesses of Williams and Energy Transfer will not be integrated successfully;

•	Disruption from the proposed ETC Merger making it more difficult to maintain business and operational relationships;

•	The risk that unexpected costs will be incurred in connection with the proposed ETC Merger;

•	The possibility that the proposed ETC Merger does not close, including due to the failure to satisfy the closing conditions;

•	Whether WPZ will produce sufficient cash flows to provide the level of cash distributions we expect;

•	Whether Williams is able to pay current and expected levels of dividends;

•	Availability of supplies, market demand and volatility of prices;

•	Inflation, interest rates, fluctuation in foreign exchange 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);

•	The strength and financial resources of our competitors and the effects of competition;

•	Whether we are able to successfully identify, evaluate and execute investment opportunities;

•	Our ability to acquire new businesses and assets and successfully integrate those operations and assets into     our existing businesses as well as successfully expand our facilities;

•	Development of alternative energy sources;

•	The impact of operational and developmental hazards and unforeseen interruptions;

•	Costs of, changes in, or the results of laws, government regulations (including safety and environmental regulations), environmental liabilities, litigation, and rate proceedings;

•	Williams’ costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;

•	Changes in maintenance and construction costs;

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•	Changes in the current geopolitical situation;

•	Our exposure to the credit risk of our customers and counterparties;

•	Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally-recognized credit rating agencies and the availability and cost of capital;

•	The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;

•	Risks associated with weather and natural phenomena, including climate conditions;

•	Acts of terrorism, including cybersecurity threats and related disruptions;

•	Additional risks described in our filings with the SEC.

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•	Because the current price of shares of our common stock may reflect a market premium based on the assumption that we will complete the proposed ETC Merger, a failure to complete the proposed ETC Merger could result in a decline in the price of shares of our common stock;

•	In specified circumstances, we may be required to pay Energy Transfer a termination fee of $1.48 billion and certain of their expenses;

•	We will not realize the benefits expected from being part of a larger combined organization;

•	We have incurred and expect to continue incurring a number of non-recurring ETC Merger-related expenses that must be paid even if the proposed ETC Merger is not completed.

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•	Worldwide and domestic supplies of and demand for natural gas, NGLs, olefins, oil, and related commodities;

•	Turmoil in the Middle East and other producing regions;

•	The activities of the Organization of Petroleum Exporting Countries;

•	The level of consumer demand;

•	The price and availability of other types of fuels or feedstocks;

•	The availability of pipeline capacity;

•	Supply disruptions, including plant outages and transportation disruptions;

•	The price and quantity of foreign imports of natural gas and oil;

•	Domestic and foreign governmental regulations and taxes;

•	The credit of participants in the markets where products are bought and sold.

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•	Changing circumstances and deviations in variables could negatively impact our investment analysis, including our projections of revenues, earnings and cash flow relating to potential investment targets, resulting in outcomes which are materially different than anticipated;

•	We could be required to contribute additional capital to support acquired businesses or assets;

•	We may assume liabilities that were not disclosed to us, that exceed our estimates and for which contractual protections are either unavailable or prove inadequate;

•	Acquisitions could disrupt our ongoing business, distract management, divert financial and operational resources from existing operations and make it difficult to maintain our current business standards, controls and procedures;

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•	Acquisitions and capital projects may require substantial new capital, including the issuance of debt or equity, and we may not be able to access capital markets or obtain acceptable terms.

•	The amount of cash that WPZ and our other subsidiaries distribute to us;

•	The amount of cash we generate from our operations, our working capital needs, our level of capital expenditures, and our ability to borrow;

•	The restrictions contained in our indentures and credit facility and our debt service requirements;

•	The cost of acquisitions, if any.

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•	The level of existing and new competition in our businesses or from alternative fuel sources, such as electricity, coal, fuel oils, or nuclear energy;

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Natural gas, NGL, and olefins prices, demand, availability and margins in our markets. Higher prices for energy commodities related to our businesses could result in a decline in the demand for those commodities and, therefore, in customer contracts or throughput on our pipeline systems. Also, lower energy commodity prices could negatively impact our ability to maintain or achieve favorable contractual terms, including pricing, and could also result in a decline in the production of energy commodities resulting in reduced customer contracts, supply contracts, and throughput on our pipeline systems;

•	General economic, financial markets and industry conditions;

•	The effects of regulation on us, our customers and our contracting practices;

•	Our ability to understand our customers’ expectations, efficiently and reliably deliver high quality services and effectively manage customer relationships. The results of these efforts will impact our reputation and positioning in the market.

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•	Have limited ability to influence or control certain day to day activities affecting the operations;

•	Cannot control the amount of capital expenditures that we are required to fund with respect to these operations;

•	Are dependent on third parties to fund their required share of capital expenditures;

•	May be subject to restrictions or limitations on our ability to sell or transfer our interests in the jointly owned assets;

•	May be forced to offer rights of participation to other joint venture participants in the area of mutual interest.

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•	Aging infrastructure and mechanical problems;

•	Damages to pipelines and pipeline blockages or other pipeline interruptions;

•	Uncontrolled releases of natural gas (including sour gas), NGLs, olefins products, brine or industrial chemicals;

•	Collapse or failure of storage caverns;

•	Operator error;

•	Damage caused by third-party activity, such as operation of construction equipment;

•	Pollution and other environmental risks;

•	Fires, explosions, craterings and blowouts;

•	Truck and rail loading and unloading;

•	Operating in a marine environment.

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•	Transportation and sale for resale of natural gas in interstate commerce;

•	Rates, operating terms, types of services and conditions of service;

•	Certification and construction of new interstate pipelines and storage facilities;

•	Acquisition, extension, disposition or abandonment of existing interstate pipelines and storage facilities;

•	Accounts and records;

•	Depreciation and amortization policies;

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•	Relationships with affiliated companies who are involved in marketing functions of the natural gas business;

•	Market manipulation in connection with interstate sales, purchases or transportation of natural gas.

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•	Make it more difficult for us to satisfy our obligations with respect to our indebtedness, which could in turn result in an event of default on such indebtedness;

•	Impair our ability to obtain additional financing in the future for working capital, capital expenditures,acquisitions, general corporate purposes or other purposes;

•	Diminish our ability to withstand a continued or future downturn in our business or the economy generally;

•	Require us to dedicate a substantial portion of our cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, the payments of dividends, general corporate purposes or other purposes;

•	Limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, including limiting our ability to expand or pursue our business activities and preventing us from engaging in certain transactions that might otherwise be considered beneficial to us.

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(1)	Revenues for 2014 increased reflecting the consolidation of ACMP beginning in third quarter and new Canadian construction management services.

(2)	Income (loss) from continuing operations:

•	For 2015 includes a $1.4 billion impairment of certain equity-method investments and a $1.1 billion impairment of goodwill;

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For 2014 includes $2.5 billion pretax gain recognized as a result of remeasuring to fair value the equity-method investment we held before we acquired a controlling interest in ACMP, $246 million of insurance recoveries related to the 2013 Geismar Incident, and $154 million of cash received related to a contingency settlement. 2014 also includes $78 million of pretax equity losses from Bluegrass Pipeline and Moss Lake related primarily to the underlying write-off of previously capitalized project development costs and $76 million of pretax acquisition, merger, and transition expenses related to our acquisition of ACMP;

•	For 2013 includes $99 million of deferred income tax expense incurred on undistributed earnings of our foreign operations that are no longer considered permanently reinvested;

•	For 2011 includes $271 million of pretax early debt retirement costs.

(3)	The increases in 2014 reflect assets acquired and debt assumed primarily related to our acquisition of ACMP (see Note 2 – Acquisitions) in third quarter as well as $1.9 billion of related debt issuances and $2.8 billion of debt issuances at WPZ. Additionally, we issued $3.4 billion of equity (see Note 14 – Debt, Banking Arrangements, and Leases and Note 15 – Stockholders' Equity).

(4)	The increases in 2012 reflect assets and investments acquired, primarily related to the Caiman and Laser Acquisitions and our investment in ACMP, as well as debt and equity issuances.

(5)	The increases in 2015, 2014, and 2013 reflects borrowings under WPZ’s commercial paper program, which was initiated in 2013.

(6)	Amounts for 2014 and preceding periods presented have been adjusted to reflect the early adoption of ASU 2015-03 and ASU 2015-15, which address the presentation of debt issuance costs (see Note 14 – Debt, Banking Arrangements, and Leases).

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•	Natural gas and ethane prices are expected to be lower.

•	Non-ethane prices, including propane, are expected to be lower.

•	Olefins prices, including propylene, ethylene, and the overall ethylene crack spread, are expected to be lower.

•	Further downgrades of our credit ratings and associated increase in cost of borrowings;

•	Higher cost of capital and/or limited availability of capital due to a change in our financial condition, interest rates, market or industry conditions;

•	Counterparty credit and performance risk, including that of Chesapeake Energy Corporation and its affiliates;

•	Inability to execute or delay in completing planned asset monetizations;

•	Delay in capturing planned cost reductions;

•	Lower than anticipated energy commodity prices and margins;

•	Decreased volumes from third parties served by our midstream business;

•	Unexpected significant increases in capital expenditures or delays in capital project execution;

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•	Lower than expected distributions, including IDRs, from WPZ;

•	General economic, financial markets, or further industry downturn;

•	Lower than expected levels of cash flow from operations;

•	Changes in the political and regulatory environments;

•	Physical damages to facilities, including damage to offshore facilities by named windstorms;

•	Reduced availability of insurance coverage.

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•	A significant or sustained decline in the market value of an investee;

•	Lower than expected cash distributions from investees;

•	Significant asset impairments or operating losses recognized by investees;

•	Significant delays in or lack of producer development or significant declines in producer volumes in markets served by investees;

•	Significant delays in or failure to complete significant growth projects of investees.

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*	+ = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.

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•	$154 million of cash proceeds received in 2014 related to a contingency settlement gain;

•	The absence of a $25 million accrued loss recognized in 2013 associated with a producer claim against us;

•	The absence of a $20 million write-off in 2013 for certain pipeline assets;

•	The absence of $12 million of expense recognized in 2013 and $3 million of expense reversal in 2014, related to the portion of the Eminence abandonment regulatory asset that will not be recovered in rates;

•	A $12 million net gain recognized in 2014 related to the settlement of a partial acreage dedication release.

•	$52 million of impairment charges recognized in 2014 related to certain assets;

•	The absence of $16 million of income from insurance recoveries in 2013 related to the abandonment of certain Eminence storage assets;

•	$10 million loss on the sale of certain assets in 2014;

•	$9 million of expenses in excess of the insurable limit associated with the Geismar Incident;

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•	A $9 million increase in expenses associated with a regulatory liability for certain employee costs;

•	The absence of a $9 million involuntary conversion gain recognized in 2013 related to a 2012 furnace fire at our Geismar olefins plant.

•	$95 million favorable for our investment in WPZ primarily due to the impact of increased income allocated to the WPZ general partner associated with IDRs;

•	$9 million favorable for our investment in Bluegrass Pipeline that includes our partner’s 50 percent share of project development costs expensed by Bluegrass Pipeline during the portion of the first quarter of 2014 that Bluegrass Pipeline was consolidated;

•	$71 million unfavorable for our investment in ACMP due to the consolidation of ACMP in third quarter 2014;

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•	$13 million unfavorable for our investment in Cardinal resulting from the consolidation of ACMP in third quarter 2014.

•	A $1,173 million decrease in marketing revenues primarily associated with lower prices across all products, partially offset by higher non-ethane volumes (more than offset in marketing purchases).

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•	A $324 million decrease in revenues from our equity NGLs reflecting a decrease of $365 million due to lower NGL prices, partially offset by a $41 million increase associated with higher NGL volumes.

•	A $41 million decrease in revenues primarily due to lower condensate prices.

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A $214 million increase in olefin sales primarily due to $298 million in higher sales from our Geismar plant that returned to operation, partially offset by a $58 million decrease from our Canadian operations and a $26 million decrease from our RGP Splitter. The decrease in Canada is comprised of $68 million in lower prices, partially offset by $10 million associated with higher propylene volumes. The lower prices reflect a 53 percent per-unit decrease in propylene prices and a 39 percent per-unit decrease in alky feedstock prices. The decrease in sales at our RGP Splitter is caused by $15 million in lower propane sales reflecting 56 percent lower per-unit prices and $11 million in lower propylene sales reflecting 47 percent lower per-unit prices, partially offset by favorable volumes.

•	A $1,219 million decrease in marketing purchases primarily due to a decrease in non-ethane per-unit cost (substantial offset in marketing revenues).

•	A $95 million decrease in the natural gas purchases associated with the production of equity NGLs reflecting a decrease of $127 million due to lower natural gas prices, partially offset by a $31 increase associated with higher volumes.

•	A $20 million decrease in costs primarily due to lower gas prices.

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A $98 million increase in olefin feedstock purchases is comprised of $127 million in higher purchases due to increased volumes at our Geismar plant as it returned to operation, partially offset by $16 million in lower olefin feedstock purchases in our Canadian operations primarily due to lower per-unit feedstock costs across all products and $13 million in lower costs at our RGP Splitter driven by lower per-unit costs, partially offset by significantly higher volumes in 2015.  During 2014, the splitter was running at reduced volumes because a third-party storage facility was down during the first quarter and transportation was limited due to the Geismar Incident.

•	An increase for new expenses associated with operations acquired in the ACMP Acquisition.

•	The absence of $154 million of cash received in the fourth quarter of 2014 associated with the resolution of a contingent gain related to claims arising from the purchase of a business in a prior period (see Note 6 – Other Income and Expenses of Notes to Consolidated Financial Statements).

•	A $94 million impairment charge associated with previously capitalized project development costs for a gas processing plant.

•	A $16 million increase in operating expense due to the Geismar plant returning to operation in 2015.

•	The absence of a $12 million net gain recognized in 2014 related to a partial acreage dedication release.

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A $251 million decrease in olefin sales primarily associated with a $295 million decrease due to lower volumes related to the lack of production in 2014 as a result of the Geismar Incident, partially offset by a $42 million increase in revenues from our RGP Splitter associated with a $32 million increase in volumes due to a third-party storage facility resuming operations during 2014, and a $10 million increase due to higher per-unit sales prices (substantially offset in Product costs).

•	A $132 million decrease in revenues from our equity NGLs primarily reflecting a decrease of $161 million due to lower non-ethane volumes, partially offset by a $29 million increase associated with higher average ethane per-unit sales prices. Equity non-ethane sales volumes are 22 percent lower primarily due to a customer contract that expired in September 2013.

•	A $26 million decrease in marketing revenues primarily associated with lower crude oil volumes and prices, and lower non-ethane prices, partially offset by increased non-ethane volumes.

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A $59 million decrease in olefin feedstock purchases primarily associated with a $99 million decrease due to lower volumes related to the lack of production in 2014 as a result of the Geismar Incident. Offsetting this decrease is a $36 million increase from our RGP Splitter facility attributable to a $30 million increase in volumes due to a third-party storage facility resuming operations during 2014 and a $6 million increase in per-unit costs (more than offset in Product sales).

•	A $2 million decrease in natural gas purchases associated with the production of equity NGLs reflecting $87 million associated with lower volumes, which were substantially offset by an $85 million increase associated with higher natural gas prices.

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•	A $33 million increase in marketing purchases primarily due to increased NGL volumes and lower-of-cost-or-market (LCM) inventory adjustments associated with significant declines in NGL prices during the fourth quarter of 2014.

•	A $293 million increase in expenses associated with operations acquired in the ACMP Acquisition. These expenses include Operating and maintenance expenses and Selling, general and administrative expenses (SG&A).

•	A $24 million increase in SG&A due to higher legal and arbitration costs, consulting expenses and employee costs.

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A $95 million favorable change in Other (income) expense – net primarily due to $154 million settlement arising from the resolution of a contingent gain related to claims associated with the purchase of a business in a prior period and the absence of a $25 million accrued loss recognized in 2013 associated with a producer claim against us. Partially offsetting these gains are $52 million of impairment charges recognized in 2014 related to certain materials and equipment, a $10 million loss related to the sale of certain assets and a $9 million increase in expenses associated with a regulatory liability for certain employee costs.

•	A $13 million benefit related to an increase in equity AFUDC due to higher spending on Constitution and various Transco expansion projects.

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•	Expansion of WPZ’s interstate natural gas pipeline system through projects such as Leidy Southeast and Virginia Southside to meet the demand of growth markets;

•	WPZ’s acquisitions of a gathering system in the Eagle Ford shale and an additional 13 percent interest in its equity-method investment in UEOM;

•	WPZ’s commissioning of the Bucking Horse gas processing facility joint venture in the Powder River basin Niobrara Shale;

•	Total per-share dividends grew 25 percent to $2.45 in 2015 compared to $1.9575 in 2014.

•	Firm demand and capacity reservation transportation revenues under long-term contracts;

•	Fee-based revenues from certain gathering and processing services.

•	Cash and cash equivalents on hand;

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•	Cash generated from operations, including cash distributions from WPZ and our equity-method investees based on our level of ownership and incentive distribution rights;

•	Cash proceeds from issuances of debt and/or equity securities;

•	Use of our credit facility.

•	Maintenance and expansion capital and investment expenditures;

•	Interest on long-term debt;

•	Repayment of current debt maturities;

•	Quarterly dividends and distributions.

(1)

The highest amount outstanding under our credit facility during 2015 was $675 million. At December 31, 2015, we were in compliance with the financial covenants associated with this credit facility. See Note 14 – Debt, Banking Arrangements, and Leases of Notes to Consolidated Financial Statements for additional information on our credit facility. Borrowing capacity available under this facility as of February 25, 2016, was $1.025 billion.

(2)

In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of WPZ’s credit facility inclusive of any outstanding amounts under its commercial paper program. WPZ has $499 million of commercial paper outstanding at December 31, 2015. The highest amount outstanding under WPZ’s commercial paper program and credit facility during 2015 was $3.1 billion. At December 31, 2015, WPZ was in compliance with the financial covenants associated with this credit facility and the commercial paper program. See Note 14 – Debt, Banking Arrangements, and Leases of Notes to Consolidated Financial Statements for additional information on WPZ’s credit facility and WPZ’s commercial paper program. Borrowing capacity available under this facility as of February 25, 2016, was $2.507 billion.

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(3)	See Note 14 – Debt, Banking Arrangements, and Leases of Notes to Consolidated Financial Statements for additional information on WPZ’s short-term credit facility entered into August 26, 2015, and amended December 23, 2015. Borrowing capacity available under this facility as of February 25, 2016, was $150 million.

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•	$306 million of net payments of WPZ’s commercial paper;

•	$3.842 billion net received from WPZ’s debt offerings;

•	$1.533 billion paid on WPZ’s debt retirements;

•	$2.097 billion received from our credit facility borrowings;

•	$1.817 billion paid on our credit facility borrowings;

•	$3.832 billion received from WPZ’s credit facility borrowings;

•	$3.162 billion paid on WPZ’s credit facility borrowings;

•	$1.836 billion paid for quarterly dividends on common stock;

•	$942 million paid for dividends and distributions to noncontrolling interests;

•	$111 million received in contributions from noncontrolling interests;

•	$396 million special distribution from Gulfstream;

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•	$248 million contribution to Gulfstream for repayment of debt.

•	$572 million net proceeds received from WPZ’s commercial paper issuances;

•	$1.895 billion net received from our debt offerings;

•	$2.74 billion net proceeds received from WPZ’s debt offerings;

•	$670 million paid on our credit facility borrowings;

•	$1.040 billion received from our credit facility borrowings;

•	$1.646 billion received from WPZ’s credit facility borrowings;

•	$1.156 billion paid on WPZ’s credit facility borrowings;

•	$3.416 billion received from our equity offerings;

•	$1.412 billion paid for quarterly dividends on common stock;

•	$840 million paid for dividends and distributions to noncontrolling interests;

•	$340 million received in contributions from noncontrolling interests.

•	$224 million net proceeds received from WPZ’s commercial paper issuances;

•	$994 million net proceeds received from WPZ’s November 2013 public offering of $600 million of 4.5 percent senior unsecured notes due 2023 and $400 million of 5.8 percent senior unsecured notes due 2043;

•	$1.705 billion received from WPZ’s credit facility borrowings;

•	$2.08 billion paid on WPZ’s credit facility borrowings;

•	$1.819 billion received from WPZ’s equity offerings;

•	$982 million paid for quarterly dividends on common stock;

•	$489 million paid for dividends and distributions to noncontrolling interests;

•	$467 million received in contributions from noncontrolling interests.

•	Capital expenditures totaled $3.167 billion;

•	$112 million paid to purchase a gathering system comprised of approximately 140 miles of pipeline and a sour gas compression facility in the Eagle Ford shale;

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•	Purchases of and contributions to our equity-method investments of $595 million;

•	Capital expenditures totaled $4.031 billion;

•	Purchases of and contributions to our equity-method investments of $482 million;

•	$5.958 billion paid, net of cash acquired, for the ACMP Acquisition.

•	Capital expenditures totaled $3.572 billion;

•	Purchases of and contributions to our equity-method investments of $455 million.

(1)	Includes the borrowings outstanding under credit facilities, but does not include any related variable-rate interest payments.

(2)	The 2016 amount includes $200 million that is presented as long-term debt at December 31, 2015 on the Consolidated Balance Sheet, due to WPZ’s intent and ability to refinance.

(3)

Includes approximately $730 million in open property, plant, and equipment purchase orders. Includes an estimated $269 million long-term ethane purchase obligation with index-based pricing terms that is reflected in this table at December 31, 2015 prices. This obligation is part of an overall exchange agreement whereby volumes we transport on OPPL are sold at a third-party fractionator near Conway, Kansas, and we are subsequently obligated to purchase ethane volumes at Mont Belvieu. The purchased ethane volumes may be utilized or resold at comparable prices in the Mont Belvieu market. Includes an estimated $411 million long-term NGL purchase obligation with index-based pricing terms that primarily supplies a third party at its plant and is valued in this table at a price calculated using December 31, 2015 prices. Any excess purchased volumes may be sold at comparable market prices. In addition, we have not included certain natural gas life-of-lease contracts for which

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(4)

Does not include estimated contributions to our pension and other postretirement benefit plans. We made contributions to our pension and other postretirement benefit plans of $70 million in 2015 and $69 million in 2014. In 2016, we expect to contribute approximately $69 million to these plans (see Note 9 – Employee Benefit Plans of Notes to Consolidated Financial Statements). Tax-qualified pension plans are required to meet minimum contribution requirements. In the past, we have contributed amounts to our tax-qualified pension plans in excess of the minimum required contribution. These excess amounts can be used to offset future minimum contribution requirements. During 2015, we contributed $60 million to our tax-qualified pension plans. In addition to these contributions, a portion of the excess contributions was used to meet the minimum contribution requirements. During 2016, we expect to contribute approximately $60 million to our tax-qualified pension plans and use excess amounts to satisfy minimum contribution requirements, if needed. Additionally, estimated future minimum funding requirements may vary significantly from historical requirements if actual results differ significantly from estimated results for assumptions such as returns on plan assets, interest rates, retirement rates, mortality, and other significant assumptions or by changes to current legislation and regulations.

(5)	We have not included income tax liabilities in the table above. See Note 7 – Provision (Benefit) for Income Taxes of Notes to Consolidated Financial Statements for a discussion of income taxes, including our contingent tax liability reserves.

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(1)	Includes unamortized discount / premium and debt issuance costs.

(2)	Excludes capital leases.

(3)	The weighted-average interest rates for WPZ’s $1.3 billion credit facility borrowing, WPZ’s $850 million term loan, and our $650 million credit facility borrowing at December 31, 2015 were 1.63 percent, 1.85 percent, and 2.32 percent, respectively.

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(4)	The weighted-average interest rate was 0.92 percent at both December 31, 2015 and 2014.

(5)	The weighted-average interest rates for WPZ’s $640 million and our $370 million credit facility borrowings at December 31, 2014 were 2.42 percent and 1.67 percent, respectively.

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•	1.8716 common shares representing limited partnership interests in ETC (ETC common shares) (Stock Consideration); or

•	$43.50 in cash (Cash Consideration); or

•	$8.00 in cash and 1.5274 ETC common shares (Mixed Consideration).

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•	Determining whether an entity is a variable interest entity (VIE);

•	Determining whether we are the primary beneficiary of a VIE, including evaluating which activities of the VIE most significantly impact its economic performance and the degree of power that we and our related parties have over those activities through our variable interests;

•	Identifying events that require reconsideration of whether an entity is a VIE and continuously evaluating whether we are a VIE’s primary beneficiary;

•	Evaluating whether other owners in entities that are not VIEs are able to effectively participate in significant decisions that would be expected to be made in the ordinary course of business such that we do not have the power to control such entities.

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•	Impairment assessments of investments, property, plant, and equipment, goodwill, and other identifiable intangible assets;

•	Litigation-related contingencies;

•	Environmental remediation obligations;

•	Realization of deferred income tax assets;

•	Depreciation and/or amortization of equity-method investment basis differences;

•	Asset retirement obligations;

•	Pension and postretirement valuation variables;

•	Acquisition related purchase price allocations.

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•	Write-offs of capitalized project development costs on our discontinued investments in Bluegrass Pipeline of $67 million and Moss Lake of $4 million;

•

a $7 million equity loss recognized from our interest in ACMP that was accounted for under the equity-method of accounting for the first six months of the year, including $19 million of equity losses associated with certain compensation-related costs at ACMP that were triggered by the acquisition and $30 million noncash amortization of the difference between the cost of our investment and our underlying share of the net assets for the first six months of the year.

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(1)	Includes equity-method investments in multiple gathering systems in the Marcellus Shale with an approximate average 45 percent interest.

(2)	WPZ acquired an approximate 13 percent additional interest in UEOM in 2015. (See Note 2 – Acquisitions).

(1)	2015 includes additional interest in UEOM acquired by WPZ. (See Note 2 – Acquisitions.)

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(1)	In November 2014, we settled a claim arising from the resolution of a contingent gain related to claims associated with the purchase of a business in a prior period. Pursuant to the settlement, we received $154 million in cash, all of which was recognized as a gain in the fourth quarter of 2014.

•	Selling, general, and administrative expenses includes $26 million in 2015 and $27 million in 2014 (including $16 million of ACMP Acquisition costs) primarily related to professional advisory fees associated with the ACMP Acquisition and ACMP Merger within the Williams Partners segment.

•	Selling, general, and administrative expenses includes $9 million in 2015 and $15 million in 2014 of related employee transition costs from the ACMP Merger within the Williams Partners segment and $32 million in 2015 and $10 million in 2014 of general corporate expenses associated with integration and realignment of resources within the Other segment.

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•	Operating and maintenance expenses includes $12 million in 2015 and $15 million in 2014 of transition costs from the ACMP Merger within the Williams Partners segment.

•	Interest incurred includes transaction-related financing costs of $2 million in 2015 from the ACMP Merger and $9 million in 2014 from the ACMP Acquisition.

•	Service revenues includes $239 million recognized in the fourth quarter of 2015 and $167 million recognized in the fourth quarter of 2014 from minimum volume commitment fees within the Williams Partners segment.

•	Product costs includes $6 million in 2015 and $27 million in 2014 of inventory adjustments within the Williams Partners segment.

•	Selling, general, and administrative expenses includes $30 million in 2015 of costs associated with our evaluation of strategic alternatives within the Other segment.

•	Selling, general, and administrative expenses includes $18 million in 2014 of project development costs related to the Bluegrass Pipeline reported within the Williams NGL & Petchem Services segment.

•	Other income (expense) – net below Operating income (loss) includes $95 million, $44 million, and $22 million for equity AFUDC for 2015, 2014, and 2013, respectively. Equity AFUDC increased during 2015 due to the increase in spending on various Transco expansion projects and Constitution.

•	Other income (expense) – net below Operating income (loss) includes a $14 million gain in 2015 resulting from the early retirement of certain debt within the Williams Partners segment.

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(1)	For the year ended December 31, 2015, 1.7 million weighted-average nonvested restricted stock units and 1.5 million weighted-average stock options have been excluded from the computation of diluted earnings (loss) per common share as their inclusion would be antidilutive due to our loss from continuing operations attributable to The Williams Companies, Inc.

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(1)	The weighted-average credit quality rating of the pension assets fixed income security portfolio is investment grade with a weighted-average duration of approximately 8 years for 2015 and 6 years for 2014.

(2)	The weighted-average credit quality rating of the other postretirement benefit assets fixed income security portfolio is investment grade with a weighted-average duration of approximately 7 years for 2015 and 5 years for 2014.

(3)	In accordance with our adoption of ASU 2015-07, investments measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified within the fair value hierarchy. (See Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies.)

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(1)	Estimated useful life and depreciation rates are presented as of December 31, 2015. Depreciation rates and estimated useful lives for regulated assets are prescribed by the FERC.

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(1)	For 2014, liabilities settled include $7 million related to the abandonment of certain of Transco’s natural gas storage caverns that are associated with a leak in 2010.

(2)

Several factors are considered in the annual review process, including inflation rates, current estimates for removal cost, discount rates, and the estimated remaining useful life of the assets. The 2015 revisions reflect changes in removal cost estimates and the estimated remaining useful life of assets, a decrease in the inflation rate, and increases in the discount rates used in the annual review process. The 2014 revisions primarily reflect an increase in the estimated retirement costs for our offshore pipelines, an increase in the inflation rate, and decreases in the discount rates used in the annual review process.

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(1)	Presented as long-term debt at December 31, 2014, due to WPZ's intent and ability to refinance.

(2)	Presented as long-term debt at December 31, 2015, due to Transco’s intent and ability to refinance.

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(1)	In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program.

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•	Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets, enter into certain affiliate transactions, make certain distributions during an event of default, make investments, and allow any material change in the nature of its business.

•	If an event of default with respect to a borrower occurs under its respective credit facility, the lenders will be able to terminate the commitments for the respective borrowers and accelerate the maturity of any loans of the defaulting borrower under the respective credit facility agreement and exercise other rights and remedies.

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Each time funds are borrowed under our credit facility, the borrower may choose from two methods of calculating interest: a fluctuating base rate equal to the bank’s alternate base rate plus an applicable margin or a periodic fixed rate equal to LIBOR plus an applicable margin. The borrower is required to pay a commitment fee based on the unused portion of its respective credit facility. The applicable margin and the commitment fee are determined for us by reference to a pricing schedule based on our senior unsecured long-term debt ratings.

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Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets, enter into certain affiliate transactions, make certain distributions during an event of default, enter into certain restrictive agreements, and allow any material change in the nature of its business.

•	If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments for all borrowers and accelerate the maturity of any loans of the defaulting borrower under the credit facility agreement and exercise other rights and remedies.

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Other than swing line loans, each time funds are borrowed, the borrower must choose whether such borrowing will be an alternate base rate borrowing or a Eurodollar borrowing.  If such borrowing is an alternate base rate borrowing, interest is calculated on the basis of the greater of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus one half of 1 percent and (c) a periodic fixed rate equal to the London Interbank Offered Rate (LIBOR) plus 1 percent, plus, in the case of each of (a), (b) and (c), an applicable margin. If the borrowing is a Eurodollar borrowing, interest is calculated on the basis of LIBOR for the relevant period plus an applicable margin.  Interest on swingline loans is calculated as the sum of the alternate base rate plus an applicable margin.  The borrower is required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin and the commitment fee are determined for each borrower by reference to a pricing schedule based on such borrower’s senior unsecured long-term debt ratings.

•	5.75 to 1, for the quarters ending December 31, 2015, March 31, 2016 and June 30, 2016;

•	5.50 to 1, for the quarters ending September 30, 2016 and December 31, 2016;

•	5.00 to 1, for the quarter ending March 31, 2017 and each subsequent fiscal quarter, except for the the fiscal quarter and the two following fiscal quarters in which one or more acquisitions has been executed, in which case the ratio of debt to EBITDA is to be no greater than 5.5 to 1.00.

•	This facility becomes available when the aggregate amount of outstanding loans under our long-term credit facility plus outstanding commercial paper borrowings reach a total of $3.5 billion.

•	Various covenants that limit, among other things, a borrower’s and its respective material subsidiaries’ ability to grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets in

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•	If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments and accelerate the maturity of the loans and exercise other rights and remedies.

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Each time funds are borrowed under the credit facility, the borrower may choose from two methods of calculating interest: a fluctuating base rate equal to an alternate base rate plus an applicable margin, or a periodic fixed rate equal to LIBOR plus an applicable margin. The borrower is required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin and the commitment fee are determined by reference to a pricing schedule based on the borrower’s senior unsecured long-term debt ratings.

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(1)

Performance-based restricted stock units are valued utilizing a Monte Carlo valuation method using measures of total shareholder return. Certain of the performance-based restricted stock units are subject to a holding period of up to two years after the vesting date. Discounts for the restrictions of liquidity were applied to the estimated fair value at the date of the awards and ranged from 5.83 percent to 15.58 percent. The discounts were developed using the Chaffe model and the Finnerty model. All other restricted stock units are valued at the grant-date market price. Restricted stock units generally vest after three years.

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(1)	Excludes capital leases. The carrying value has been reduced by $123 million and $108 million of debt acquisition costs at December 31, 2015 and 2014, respectively. (See Note 14 – Debt, Banking Arrangements, and Leases.)

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(1)

Reflects impairment charges for our Williams Partners segment associated with certain surplus equipment. Certain of these assets were previously presented as held for sale, but are now considered held for use and reported in Property, plant, and equipment – net in the Consolidated Balance Sheet at December 31, 2015. The estimated fair value was determined by a market approach based on our analysis of observable inputs in the principal market. These impairment charges are recorded in Other (income) expense – net within Costs and expenses in the Consolidated Statement of Operations.

(2)

Reflects impairment charges for our Williams Partners segment associated with certain surplus equipment considered held for sale and reported in Other current assets and deferred charges in the Consolidated Balance Sheet. The estimated fair value was determined by a market approach based on our analysis of observable inputs in the principal market. These impairment charges are recorded in Other (income) expense – net within Costs and expenses in the Consolidated Statement of Operations.

(3)

Reflects an impairment charge within our Williams Partners segment associated with previously capitalized project development costs for a gas processing plant, the completion of which is now considered remote due to unfavorable impact of low natural gas prices on customer drilling activities. These impairment charges are recorded in Other (income) expense – net within Costs and expenses in the Consolidated Statement of Operations.The assessed fair value primarily represents the estimated salvage value of certain equipment measured using a market approach

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(4)

Reflects an impairment charge within our Williams NGL & Petchem Services segment associated with previously capitalized project development costs for an olefins pipeline project, the completion of which is now considered remote due to the lack of customer interest. These impairment charges are recorded in Other (income) expense – net within Costs and expenses in the Consolidated Statement of Operations. The assessed fair value primarily represents the estimated value of unused pipeline measured using a market approach based on our analysis of observable inputs in the principal market and is reported in Property, plant, and equipment – net in the Consolidated Balance Sheet.

(5)	Reflects multiple individually insignificant impairments of other certain assets that may no longer be in use or are surplus in nature for which the fair value was determined to be zero or an insignificant salvage value. These impairment charges are recorded in Other (income) expense – net within Costs and expenses in the Consolidated Statement of Operations.

(1)

Reflects other-than-temporary impairment charges related to Williams Partners’ equity-method investments in the Delaware basin gas gathering system and certain of the Appalachia Midstream Investments reflected within Impairment of equity-method investments in the Consolidated Statement of Operations. The historical carrying value of these investments was initially recorded based on estimated fair value during the third quarter of 2014 in conjunction with the ACMP Acquisition. We estimated the fair value of these investments using an income approach based on expected future cash flows and appropriate discount rates. The determination of estimated future cash flows involved significant assumptions regarding gathering volumes and related capital spending. Discount rates utilized were 11.8 percent and 8.8 percent for the Delaware basin gas gathering system and certain of the Appalachia Midstream Investments, respectively, and reflected our cost of capital as impacted by market conditions, and risks associated with the underlying businesses.

(2)

Reflects other-than-temporary impairment charges related to Williams Partners’ equity-method investments in the Delaware basin gas gathering system, certain of the Appalachia Midstream Investments, UEOM, and Laurel Mountain, reflected within Impairment of equity-method investments in the Consolidated Statement of Operations. We estimated the fair value of these investments using an income approach based on expected future cash flows and appropriate discount rates. The determination of estimated future cash flows involved significant assumptions regarding gathering volumes and related capital spending. Discount rates utilized ranged from 10.8 percent to 14.4 percent and reflected further fourth quarter increases in our cost of capital, revised estimates of expected future cash flows, and risks associated with the underlying businesses.

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•	Former agricultural fertilizer and chemical operations and former retail petroleum and refining operations;

•	Former petroleum products and natural gas pipelines;

•	Former petroleum refining facilities;

•	Former exploration and production and mining operations;

•	Former electricity and natural gas marketing and trading operations.

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•	This measure is further adjusted to include our proportionate share (based on ownership interest) of Modified EBITDA from our equity-method investments calculated consistently with the definition described above.

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(1)	Includes certain projects under development and thus nominal reported revenues to date.

(2)	2014 Additions to long-lived assets within our Williams Partners segment primarily includes the acquisition-date fair value of long-lived assets from the ACMP Acquisition. (See Note 2 - Acquisitions.)

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•	$239 million in revenue associated with minimum volume commitment fees at Williams Partners (see Note 6 – Other Income and Expenses of Notes to Consolidated Financial Statements);

•	$14 million of ACMP Merger and transition-related expenses primarily at Other (see Note 6 – Other Income and Expenses);

•	$64 million impairment loss on certain assets at Williams NGL & Petchem Services (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk);

•	$116 million impairment loss on certain assets at Williams Partners (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk);

•	$898 million impairment loss on certain equity-method investments at Williams Partners (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk);

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•	$1,098 million impairment of goodwill at Williams Partners (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk).

•	$18 million interest income associated with a receivable related to the sale of certain former Venezuela assets (see Note 5 – Investing Activities);

•	$9 million of ACMP Acquisition, merger, and transition-related expenses primarily at Other (see Note 6 – Other Income and Expenses);

•	$17 million equity losses related to our share of underlying property impairments at certain equity-method investments at Williams Partners (see Note 5 – Investing Activities);

•	$19 million of costs associated with our evaluation of strategic alternatives at Other (see Note 6 – Other Income and Expenses);

•	$461 million impairment loss on certain equity-method investments at Williams Partners (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk).

•	$126 million gain associated with insurance recoveries related to the Geismar Incident at Williams Partners (see Note 6 – Other Income and Expenses);

•	$14 million gain associated with the early retirement of certain debt at Williams Partners (see Note 6 – Other Income and Expenses);

•	$9 million interest income associated with a receivable related to the sale of certain former Venezuela assets (see Note 5 – Investing Activities);

•	$23 million of ACMP Merger and transition-related expenses primarily at Williams Partners (see Note 6 – Other Income and Expenses);

•	$24 million impairment loss on certain assets at Williams Partners (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk).

•	$167 million in revenue associated with minimum volume commitment fees at Williams Partners, associated with operations acquired in the ACMP Acquisition (see Note 6 – Other Income and Expenses);

•	$154 million gain related to a contingency settlement at Williams Partners (see Note 6 – Other Income and Expenses);

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•	$71 million gain associated with insurance recoveries related to the Geismar Incident at Williams Partners (see Note 6 – Other Income and Expenses);

•	$22 million favorable adjustment to gain on remeasurement of equity-method investment at Other (see Note 2 – Acquisitions);

•	$17 million unfavorable inventory adjustment related to a decrease in prices at Williams Partners (see Note 6 – Other Income and Expenses);

•	$35 million impairment loss on certain assets at Williams Partners (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk);

•	$38 million of ACMP Acquisition, merger, and transition-related expenses primarily at Williams Partners (see Note 2 – Acquisitions and Note 6 – Other Income and Expenses).

•	$2,522 million gain recognized as a result of remeasuring to fair value the equity-method investment that we held before we acquired a controlling interest in ACMP at Other (see Note 2 – Acquisitions);

•	$14 million interest income associated with a receivable related to the sale of certain former Venezuela assets (see Note 5 – Investing Activities);

•	$12 million net gain related to a partial acreage dedication release at Williams Partners (see Note 6 – Other Income and Expenses);

•	$13 million in ACMP Acquisition expenses at Williams Partners, in addition to $14 million of merger and transition-related expenses (see Note 2 – Acquisitions and Note 6 – Other Income and Expenses);

•	$24 million of losses associated with acquisition-related compensation expenses that were triggered by the ACMP Acquisition primarily at Other (see Note 2 – Acquisitions).

•	$50 million gain associated with insurance recoveries related to the Geismar Incident at Williams Partners (see Note 6 – Other Income and Expenses);

•	$14 million interest income associated with a receivable related to the sale of certain former Venezuela assets (see Note 5 – Investing Activities);

•	$11 million of ACMP Acquisition-related expenses, including $9 million of financing expenses (see Note 2 – Acquisitions and Note 6 – Other Income and Expenses);

•	$17 million impairment loss on certain assets at Williams Partners (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk).

•	$125 million gain associated with insurance recoveries related to the Geismar Incident at Williams Partners (see Note 6 – Other Income and Expenses);

•	$13 million interest income associated with a receivable related to the sale of certain former Venezuela assets (see Note 5 – Investing Activities);

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•	$19 million in expenses associated with the Bluegrass Pipeline project development costs at Williams NGL & Petchem Services (see Note 6 – Other Income and Expenses);

•	$67 million equity losses related to the write-off of previously capitalized project development costs associated with the Bluegrass Pipeline at Williams NGL & Petchem Services (see Note 5 – Investing Activities).

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•	Corporate Governance Guidelines;

•	Code of Ethics for Senior Officers;

•	Williams Code of Business Conduct;

•	Charters for the Audit Committee, the Compensation Committee, the Finance Committee, and the Nominating and Governance Committee.

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•	Appoints, evaluates, and approves the compensation of our independent registered public accounting firm;

•	Assists the Board in fulfilling its responsibilities for generally overseeing Williams’ financial reporting processes and the audit of Williams’ financial statements, including the integrity of Williams’ financial statements, Williams’ compliance with legal and regulatory requirements, and risk assessment and risk management;

•	Reviews the qualifications and independence of the independent registered public accounting firm;

•	Reviews the performance of Williams’ internal audit function and the independent registered public accounting firm;

•	Reviews Williams’ earnings releases;

•	Reviews transactions between Williams and related persons that are required to be disclosed in our filings with the SEC;

•	Oversees investigations into complaints concerning financial matters;

•	Reviews with the General Counsel, as needed, any actual and alleged violations of the Company’s Code of Business Conduct;

•	Annually reviews its charter and performance;

•	Prepares the Audit Committee report for inclusion in the annual proxy statement.

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•	Reviews and approves and/or recommends to the Board Williams’ capital spending in accordance with the Board’s delegation of authority;

•	Supports the Board’s oversight of Williams’ financial strategies, plans, and policies;

•	Reviews risks relating to capital, including capital allocation, investment evaluation, and project execution;

•	Reviews and approves any amendments to Williams’ financing agreements;

•	At least annually, reviews and approves Williams’ decision to enter into swaps that are exempt from exchange execution and clearing under the “end-user exception” regulations established by the Commodity Futures Trading Commission and Williams’ policies governing the use of swaps subject to the end-user exception;

•	Reviews annually its charter and performance.

•	Approves executive compensation philosophy, policies, and programs that align the interests of our executive officers with those of our stockholders;

•	Oversees the material risks associated with compensation structure, policies, and programs;

•	Assesses the results of the advisory votes on executive compensation;

•	Recommends to the Board equity-based compensation plans;

•	Recommends to the Board cash-based incentive compensation plans for the NEOs and other executives;

•	Sets corporate goals and objectives for compensation for the NEOs and other executives;

•	Evaluates the NEOs’ and certain other executives’ performance in light of those goals and objectives;

•	Approves the NEOs’ and certain other executives’ compensation, including salary, incentive compensation, equity-based compensation, and any other remuneration;

•	Approves, amends, modifies, or terminates, in its settlor (non-fiduciary) capacity, the terms of any benefit plan that do not require stockholder approval;

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•	Reviews and discusses with management and, based on the review and discussions, recommends to the Board the Compensation Discussion and Analysis required by the SEC for inclusion in the annual proxy statement and annual report on Form 10-K;

•	Reviews annually and recommends to the Board the appropriate compensation of non-employee directors;

•	Develops, reviews, recommends for Board approval, and then monitors the directors’ and executive officers’ compliance with, Williams’ stock ownership policy;

•	Reviews and recommends the terms of Williams’ change in control program;

•	Assesses any potential conflicts of interest raised by the compensation consultants retained by management or the Committee and assesses the independence of any Compensation Committee advisor;

•	Reviews annually its charter and performance.

•	Develops and recommends to the Board director qualifications;

•	Identifies and recommends to the Board director candidates;

•	Reviews candidates recommended or nominated by stockholders;

•	Recommends to the Board the individual, or individuals, to be the Chairman of the Board and the CEO;

•	Reviews the CEO’s recommendations for individuals to be officers;

•	Reviews annually succession plans for the positions of CEO and certain other executives;

•	Monitors significant developments in the regulation and practice of corporate governance;

•	Reviews the size and composition of the Board and its committees and recommends to the Board any changes;

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•	Determines if a Lead Director shall be designated, and if so determined, recommends a director to serve as Lead Director;

•	Conducts a preliminary review of director independence and the financial literacy and expertise of the Audit Committee members;

•	Recommends assignments to the Board committees;

•	Oversees and assists the Board in the review of the Board’s performance and reviews its own performance;

•	Annually reviews each standing committee’s charter, the Corporate Governance Guidelines, and the Williams Code of Business Conduct;

•	Oversees and reviews risks relating to Williams’ ethics and compliance programs and annually reviews Williams’ policies and procedures regarding compliance with the Code of Business Conduct and the results of the Code of Business Conduct and Ethics survey;

•	Reviews, on an annual basis, the implementation and effectiveness of the Company’s ethics and compliance program with the General Counsel, and, as applicable, considers any actual and alleged violations of the codes of conduct, including any matters involving criminal or potential criminal conduct communicated by the General Counsel to the committee;

•	Reviews stockholder proposals and recommends responses to the Board;

•	Reviews our directors’ current service and requests to serve on boards of other companies;

•	Reviews annually the performance of individual directors.

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(1)	The February 19, 2016 equity value includes the 2013 performance-based RSU result of just 3.53 percent of target.

(1)	The February 19, 2016 equity value includes the 2013 performance-based RSU result of just 3.53 percent of target.

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•	Motivate and incent management to choose strategies and investments that maximize long-term stockholder value;

•	Offer sufficient incentive compensation to motivate management to put forth extra effort, take prudent risks, and make effective decisions to maximize stockholder value;

•	Provide sufficient total compensation to retain management;

•	Limit the cost of compensation to levels that will maximize the return of current stockholders without compromising the other objectives.

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Retirement Restoration Benefits. NEOs participate in our qualified retirement program on the same terms as our other employees. We offer a retirement restoration plan to maintain a proportional level of pension benefits to our NEOs as provided to other employees. The Internal Revenue Code of 1986, as amended (the Internal Revenue Code), limits qualified pension benefits based on an annual compensation limit. For 2015, the limit was $265,000. Any limitation in an NEO’s pension benefit in the tax-qualified pension plan due to this limit is made up for (subject to a cap) in the unfunded retirement restoration plan. Benefits for NEOs are not enhanced and are calculated using the same benefit formula as that used to calculate benefits for all employees in the qualified pension plan. The compensation included in the retirement restoration benefit is consistent with pay considered for all employees in the qualified pension plan. Equity compensation, including RSUs and stock options, is not considered. Additionally, we do not provide a nonqualified benefit related to our qualified 401(k) defined contribution retirement plan.

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Financial Planning Allowance. We offer financial planning to provide expertise on current tax laws to assist NEOs with personal financial planning and preparations for contingencies such as death and disability. Covered services include estate planning, tax planning, tax return preparation, wealth accumulation planning, and other personal financial planning services. In addition, by working with a financial planner, NEOs gain a better understanding of and appreciation for the programs the Company provides, which helps to maximize the retention and engagement aspects of the dollars the Company spends on these programs.

•	Personal Use of Company Aircraft. The CEO is allowed, but not required, to use the Company’s private aircraft for personal travel. Our policy for all other executive officers is to discourage personal use of the aircraft, but

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•	Executive Physicals. The Committee requires annual physicals for the NEOs. NEO physicals align with our wellness initiative as well as assist in mitigating risk. NEO physicals are intended to identify any health risks and medical conditions as early as possible in an effort to achieve more effective treatment and outcomes.

•	Event Center. We have a suite and club seats at certain event centers that were purchased for business purposes. If they are not being used for business purposes, we make them available to all employees, including our NEOs, as a form of reward and recognition. This is not a perquisite to our NEOs because it is available to all employees.

•	Spousal Travel. When it is deemed necessary or appropriate for spouses of employees to travel for Company business purposes, we provide a tax gross-up under our company-wide policy to cover the personal tax obligations associated with spousal travel for business purposes for all employees.

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•	Target Pay Mix. The target pay mix weighting of long-term incentives, annual cash incentives, and base pay is consistent with comparator company practices and avoids placing too much value on any one element of

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•	Annual Cash Incentive. Our annual cash incentive program does not allow for unlimited payouts. Cash incentive payments for NEOs cannot exceed 250 percent of target levels.

•	Performance-based Awards.

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Our annual cash incentive and long-term incentive programs include performance-based awards. The entire annual cash incentive award is measured against performance targets, while a significant portion of the long-term equity awards provided to NEOs is in the form of performance-based RSUs and stock options. Performance-based RSUs have no value unless we achieve pre-determined three-year performance target thresholds. Stock options will have no value unless the stock price increases from the date of grant.

•	To drive a long-term perspective, all RSU awards vest at the end of three years rather than vesting ratably on an annual basis.

•	NEOs’ incentive compensation performance is measured at the enterprise level rather than on a business unit level to ensure a focus on the overall success of the Company.

•	Stock Ownership Guidelines. As discussed in this CD&A, all NEOs, consistent with their responsibilities to stockholders, must hold an equity interest in the Company equal to a stated multiple of their base pay.

•

Recoupment Policy. In the event that financial results of the Company are restated due to fraud or intentional misconduct, the Board of Directors will review any performance-based incentive payments, including payments under the AIP and performance-based RSUs, paid to executive officers, who are found by the Board of Directors to be personally responsible for the fraud or intentional misconduct that caused the need for the restatement and will, to the extent permitted by applicable law, seek recoupment from all executive officers of any amounts paid in excess of the amounts that would have been paid based on the restated financial results. In addition, the Company will take action to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 upon promulgation of final rules from the SEC.

•

Insider Trading Policy. Our insider trading policy prohibits NEOs and directors, directly or through family members or other persons or entities, from buying or selling Williams’ securities or engaging in any other action to take personal advantage of material nonpublic information. In addition, if during the course of working for the Company, the NEO or Director learn of material nonpublic information about a competitor or a company with which Williams or an affiliate of Williams does or anticipates doing business with, they may not trade in that company’s securities until the information becomes public or is no longer material.

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•	Janice D. Stoney, Chair

•	Joseph R. Cleveland

•	Frank T. MacInnis

•	Keith A. Meister

•	Steven W. Nance

•	Laura A. Sugg

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(1)

Stock Awards. Awards were granted under the terms of the 2007 Incentive Plan and include time-based and performance-based RSUs. Amounts shown are the grant date fair value of awards computed in accordance with FASB ASC Topic 718. The assumptions used to value the stock awards can be found in our Annual Report on Form 10-K for the year-ended December 31, 2015. The 2014 stock awards values also include a leveraged RSU award granted on October 25, 2014. The leveraged RSU was a new type of grant for Williams and was not a part of the NEO annual equity awards in 2015.

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(2)	Option Awards. Awards are granted under the terms of the 2007 Incentive Plan and include non-qualified stock options. Amounts shown are the grant date fair value of awards computed in accordance with FASB ASC Topic 718. The assumptions used to value the option awards can be found in our Annual Report on Form 10-K for the year-ended December 31, 2015.

(3)

Non-Equity Incentive Plan. The maximum annual incentive pool funding for NEOs is 250 percent of target. Mr. Chappel’s AIP award includes an additional $165,000 awarded by the Compensation Committee recognizing Mr. Chappel’s outstanding contribution in support of the strategic alternatives review process conducted by the Board. Mr. Seldenrust’s amount includes annual incentive award of $210,000 and a special engineering and construction incentive award of $500,000. See “John Seldenrust Special Incentive Payment” above.

(4)

Change in Pension Value and Nonqualified Deferred Compensation Earnings. The amount shown is the aggregate change from December 31, 2014 to December 31, 2015 in the actuarial present value of the accrued benefit under the qualified pension and non-qualified plan. The primary reasons for the decrease in the change in present value is a higher discount rate used to measure these benefits at the end of 2015. Mr. Purgason and Mr. Seldenrust show an increase in the present value in 2015 as they did not have an accrued benefit as of December 31, 2014. The underlying design of these programs did not change from 2014 to 2015. Please refer to the “Pension Benefits” table for further details of the present value of the accrued benefit.

(5)

All Other Compensation. Amounts shown represent payments made on behalf of the NEOs and include life insurance premiums, a 401(k) matching contribution, tax gross-ups on the imputed income related to spousal travel for business purposes and perquisites (if applicable). Perquisites may include financial planning services, mandated annual physical exam and personal use of the Company aircraft. If the NEO used the Company aircraft, the incremental cost method is used to calculate the personal use of the Company aircraft. The incremental cost calculation includes such items as fuel, maintenance, weather and airport services, pilot meals, pilot overnight expenses, aircraft telephone, and catering. Details of perquisites for Mr. Armstrong and Mr. Purgason are included because the individual aggregate amounts exceed $10,000. Amounts do not include arrangements that are generally available to our employees and do not discriminate in scope, terms or operations in favor of our NEOs, such as relocation, medical, dental, and disability programs.

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(1)	Non-Equity Incentive Awards. Awards from the 2015 AIP are shown.

•	Threshold: At threshold, the 2015 AIP awards are zero.

•	Target: The amount shown is based upon a business performance attainment of 100 percent.

•	Maximum: The maximum amount the NEOs can receive is 250 percent of their AIP target.

(2)

Represents performance-based RSUs granted on February 23, 2015 under the 2007 Incentive Plan. Performance-based RSUs can be earned over a three year period only if the established performance target is met and the NEO is employed on the certification date, subject to certain exceptions such as the executive’s death, disability or retirement. Under any circumstances, these shares will be distributed no earlier than the third anniversary of the grant other than due to a termination upon a change in control. If performance plan goals are exceeded, the NEO can receive up to 200 percent of target. If plan threshold goals are not met, the NEO’s awards are cancelled in their entirety.

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(3)	Represents time-based RSUs granted under the 2007 Incentive Plan. Time-based units vest three years from the grant date of February 23, 2015 on February 23, 2018. As part of a promotion, Mr. Seldenrust received a second time-based RSU award grant on June 1, 2015 which will vest three years from the grant date on June 1, 2018.

(4)

Represents stock options granted under the 2007 Incentive Plan. Stock options granted in 2015 become exercisable in three equal annual installments beginning one year after the grant date. One-third of the options vested on February 23, 2016, another one-third will vest on February 23, 2017, with the final one-third vesting on February 23, 2018. Once vested, stock options are exercisable for a period of ten years from the grant date.

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(1)	The following table reflects the vesting schedules for associated stock option grant dates for awards that were not 100 percent vested as of December 31, 2015.

(2)	The following table reflects the vesting dates for associated time-based restricted stock unit award grant dates:

(3)	All performance-based RSUs are subject to attainment of performance targets established by the Compensation Committee. These awards will vest no earlier than three years from the date of grant. The awards included on the table are outstanding as of December 31, 2015.

(4)

All Leveraged RSUs are subject to attainment of performance targets established by the Compensation Committee. The awards are scheduled to vest on October 25, 2017. Any earned units are scheduled to distribute in one-third increments on October 25, 2017, October 25, 2018 and October 25, 2019. With the exception of certain termination provisions, the annualized absolute TSR during the three-year performance period must be at least 7 percent to result in a distribution with the target established at 12 percent. The distribution level is also impacted by relative TSR performance. If the absolute TSR metric is achieved, then the actual number of units earned will vary depending on if the relative TSR performance meets or exceeds the median of our comparator group of companies as compared to if the relative TSR falls below the median of our comparator group of companies.

(5)	Values are based on a closing stock price of $25.70 on December 31, 2015.

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(1)

The time-based WPZ RSU awards granted to Mr. Purgason and Mr. Seldenrust on July 16, 2014 are on a four-year graded vesting schedule. The first 25 percent will vest on July 16, 2016, the second 25 percent will vest on July 16, 2017, with the final 50 percent vesting on July 16, 2018. These awards were adjusted on February 2, 2015 as part of the WPZ and ACMP merger by a ratio of 1.06152 WPZ shares for every one ACMP share. The final values on the table above reflect the awards after the adjustment was applied.

(2)	Values are based on a closing WPZ stock price of $27.85 on December 31, 2015.

(1)	Additionally, in conjunction with the equity conversion as mentioned in the “Outstanding Equity Awards” table, Mr. Armstrong exercised 13,353 WPX stock options.

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(1)	The primary actuarial assumptions used to determine the present values include an annual interest credit to normal retirement age equal to 4.25 percent and a discount rate equal to 4.45 percent for the pension plan and discount rate equal to 3.99 percent for the retirement restoration plan.

(2)	Mr. Chappel, Mr. Miller, and Mr. Purgason are the NEOs eligible to retire as of December 31, 2015.

(3)	Mr. Purgason and Mr. Seldenrust are vested in plan benefits due to recognition of previous service with Williams or an acquired entity.

•	Within ten business days after the termination date:

•	Accrued but unpaid base salary, accrued earned but unpaid cash incentive, accrued but unpaid paid time off, and any other amounts or benefits due but not paid (lump sum payment).

•	On the first business day following six months after the termination date:

•	Prorated annual cash incentive for the year of separation through the termination date (lump sum payment);

•	A severance amount equal to three times the sum of his/her base salary and annual cash incentive amount for executive officers, as of the termination date (lump sum payment). The annual cash incentive amount is equal to his/her target percentage multiplied by his/her base salary in effect at the termination date as if performance goals were achieved at 100 percent;

•	An amount equal to three times for executive officers, the total allocations made by Williams for the NEO in the preceding calendar year under our retirement restoration plan (lump sum payment);

•	An amount equal to the sum of the value of the unvested portion of the NEO’s accounts or accrued benefits under the Company’s 401(k) plan that would have otherwise been forfeited (lump sum payment).

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•	Continued participation in the Company’s medical benefit plans for so long as the NEO elects coverage or 18 months from the termination, whichever is less, in the same manner and at the same cost as similarly situated active employees;

•	All restrictions on stock options held by the NEO will lapse, and the options will vest and become immediately exercisable;

•	All restricted stock units will vest and will be paid out only in accordance with the terms of the respective award agreements;

•	Continued participation in the Company’s directors’ and officers’ liability insurance for six years or any longer known applicable statute of limitations period;

•	Indemnification as set forth under the Company’s By-laws;

•	Outplacement benefits for six months at a cost not exceeding $25,000 for NEOs.

•	Conviction of or a plea of nolo contendere to a felony or a crime involving fraud, dishonesty or moral turpitude;

•	Willful or reckless material misconduct in the performance of his/her duties that has an adverse effect on Williams or any of its subsidiaries or affiliates;

•	Willful or reckless violation or disregard of the code of business conduct of Williams or the policies of Williams or its subsidiaries; or

•	Habitual or gross neglect of his/her duties.

•	Any person or group (other than an affiliate of Williams or an employee benefit plan sponsored by Williams or its affiliates) becomes a beneficial owner, as such term is defined under the Exchange Act, of 20 percent or more of the Company’s common stock or 20 percent or more of the combined voting power of all securities

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•	The Williams directors as of a date of the agreement (Existing Directors) and directors approved after that date by at least two-thirds of the Existing Directors cease to constitute a majority of the directors of Williams;

•

Consummation of any merger, reorganization, recapitalization consolidation, or similar transaction (Reorganization Transaction), other than a Reorganization Transaction that results in the person who was the direct or indirect owner of outstanding common stock and Voting Securities of the Company prior to the transaction becoming, immediately after the transaction, the owner of at least 65 percent of the then outstanding common stock and Voting Securities representing 65 percent of the combined voting power of the then outstanding Voting Securities of the surviving corporation in substantially the same respective proportion as that person’s ownership immediately before such Reorganization Transaction; or

•

Approval by the stockholders of Williams of the sale or other disposition of all or substantially all of the consolidated assets of Williams or the complete liquidation of Williams other than a transaction that would result in (i) a related party owning more than 50 percent of the assets that were owned by Williams immediately prior to the transaction or (ii) the persons who were the direct or indirect owners of outstanding Williams common stock and Voting Securities prior to the transaction continuing to own, directly or indirectly, 50 percent or more of the assets that were owned by Williams immediately prior to the transaction.

•	The NEO agrees in writing prior to an event that such an event will not be a change in control; or

•	The Board determines that a liquidation, sale or other disposition approved by the stockholders, as described in the fourth bullet above, will not occur, except to the extent termination occurred prior to such determination.

•	The termination of an NEO from Williams or an affiliate’s employment before a change in control for any reason; or

•	The termination of an NEO’s employment by a successor (during the period beginning upon a change of control and continuing for two-years or until the termination of the agreement, whichever happens first), if the NEO is employed in substantially the same position and the successor has assumed the Williams change in control agreement.

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(1)	If an NEO is terminated for cause or leaves the company voluntarily, no additional benefits will be received.

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(2)

Mr. Chappel, Mr. Purgason, and Mr. Miller are the only NEOs eligible to retire as of December 31, 2015. If an NEO retires, then the annual cash incentive for the year of separation is pro-rated to the retirement date and is paid when all active employees’ annual cash incentives are paid after the company performance is certified. All unvested stock options will fully accelerate. A pro-rated portion of the unvested time based restricted stock units will accelerate and a pro-rated portion of any performance-based and leveraged restricted stock units will vest on the original vesting date if the Compensation Committee certifies that the performance measures were met. The annual cash incentive award estimates, as of December 31, 2015, are shown at target.

(3)

If an NEO dies or becomes disabled, then the annual cash incentive for the year of separation is pro-rated through the separation or leave date and is paid when all active employees’ annual cash incentives are paid after the company performance is certified. All unvested stock options will fully accelerate. All unvested time-based restricted stock units will fully accelerate, and a pro-rated portion of any performance-based and leveraged restricted stock units will vest if the Compensation Committee certifies that the performance measures were met. The annual cash incentive award estimates, as of December 31, 2015, are shown at target.

(4)

For an NEO who is involuntarily terminated and who receives severance or for an NEO whose termination is due to the sale of a business or outsourcing any portion of a business and for whom no comparable internal offer of employment is made, all unvested time-based restricted stock units will fully accelerate and a pro-rated portion of any performance-based and leveraged restricted stock units will vest if the Compensation Committee certifies that the performance measures were met. However all unvested stock options cancel. If this separation occurs during the last quarter of the fiscal year, the annual cash incentive for the year of separation is pro-rated through the separation or leave date and is paid when all active employees’ annual cash incentives are paid after the company performance is certified. The annual cash incentive award estimates, as of December 31, 2015, are shown at target.

(5)	See “Change in Control Agreements” above.

•	$110,000 annual retainer paid in quarterly cash payments;

•	$140,000 annual equity retainer in the form of RSUs which will vest after one-year and are subject to 60 percent retention until the director meets the five-times annual retainer stock ownership guidelines;

•	$20,000 annual retainer paid in quarterly cash payments for Committee Chairs (Audit, Compensation, Finance, Nominating and Governance Committees, and Safety);

•	$200,000 annual retainer paid in quarterly cash payments for the Strategic Review Administrative Committee Chair and $100,000 annual retainer paid in quarterly cash payments for members of the Strategic Review Administrative Committee;

•	$190,000 annual retainer paid in quarterly cash payments and $160,000 annual equity retainer in the form of RSUs which will vest after one-year and are subject to 60 percent retention as noted above for the non-employee Chairman of the Board.

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(1)	The fees paid in cash are itemized in the following chart:

(2)	Awards were granted under the terms of the 2007 Incentive Plan and represent time-based RSUs. Amounts shown are the grant date fair value of awards computed in accordance with FASB ASC Topic 718. The assumptions used to value the stock awards can be found in this Form 10-K for the year-ended December 31, 2015.

(3)

All other compensation includes matching contributions paid in 2015 made on behalf of the Board to charitable organizations through the Matching Grants Program or the United Way Program. It is possible for Directors to make contributions at the end of the year that are not matched by the Company until the following year. Dr. Cooper, Mr. Izzo, Mr. MacInnis, Mr. Nance, and Ms. Sugg made 2015 contributions through the Matching Grants Program or the United Way Program at the end of the year that will be matched by the Company in early 2016.

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(4)	Under the terms of their agreements, Mr. Mandelblatt and Mr. Meister will not receive any form of cash or equity compensation for their service on our Board.  They are eligible to participate in the Matching Grants Program or the United Way Program as previously described.

(5)	Mr. Nance, Ms. Stoney, and Ms. Sugg were appointed to a new Strategic Alternatives Review Committee in 2015. Ms. Sugg served as Chair of the Committee. Mr. Nance, Ms. Stoney, and Ms. Sugg were compensated $25,000, $25,000 and $50,000 for each quarter served on the Committee.

(1)

According to a Schedule 13G filed with the SEC on February 9, 2016, BlackRock, Inc., a Delaware corporation may beneficially own the shares of common stock listed in the table above. The 13G indicates that BlackRock, Inc. may have sole voting power over 32,801,001 shares of our common stock and sole dispositive power over 39,077,588 shares of our common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York, 10055.

(2)

According to a Schedule 13D filed with the SEC on December 16, 2013, as amended on January 13, 2014, February 4, 2014, February 5, 2014, February 14, 2014, February 25, 2014, and November 19, 2014 (as amended, the “13D”), the shares of common stock listed in the table represent the aggregate number of shares that may be beneficially owned by the following (collectively, the “Reporting Persons”): (a) Corvex Management LP, a Delaware limited partnership (“Corvex”), (b) Keith A. Meister, (collectively with Corvex, the “Corvex Persons”), (c) Soroban Master Fund LP, a Cayman Islands exempted limited partnership (“SMF Fund”), (d) Soroban Capital

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(3)

According to a Schedule 13G filed with the SEC on November 30, 2015, Lone Pine Capital LLC, a Delaware limited liability company (“Lone Pine Capital”), which serves as an investment manager to Lone Spruce, L.P., a Delaware limited partnership (“Lone Spruce”), Lone Cascade, L.P., a Delaware limited partnership (“Lone Cascade”), Lone Sierra, L.P., a Delaware limited partnership (“Lone Sierra”), Lone Tamarack, L.P., a Delaware limited partnership (“Lone Tamarack”), Lone Cypress, Ltd., a Cayman Islands exempted company (“Lone Cypress”), Lone Kauri, Ltd., a Cayman Islands exempted company (“Lone Kauri”), Lone Monterey Master Fund, Ltd., a Cayman Islands exempted company (“Lone Monterey Master Fund”), and Lone Savin Master Fund Ltd., a Cayman Islands exempted company (“Lone Savin Master Fund”)( and together with Lone Spruce, Lone Cascade, Lone Sierra, Lone Tamarack, Lone Cypress, Lone Kauri, Lone Monterey Master Fund and Lone Savin Master Fund, the “Lone Pine Funds”), with respect to the Common Stock directly held by each of the Lone Pine Funds; and Stephen F. Mandel, Jr. (“Mr. Mandel”), the managing member of Lone Pine Managing Member LLC, which is the Managing Member of Lone Pine Capital , with respect to the Common Stock directly held by each of the Lone Pine Funds, may beneficially own the shares of common stock listed in the table above. The Lone Pine Capital 13-G indicates that Lone Tree Capital may have shared voting power over 41,966,355 shares of our common stock and shared dispositive power over 41,966,355 shares of our common stock. The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”. Any disclosures herein with respect to persons other than the Reporting Persons are made on information belief after making inquiry to the appropriate party. The address of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, Connecticut 06830.

(4)

According to a Schedule 13G filed with the SEC on February 12, 2014, as amended on February 10, 2015 and February 10, 2016 (as amended, the “Vanguard 13G”), The Vanguard Group, an investment advisor, may beneficially own the shares of common stock listed in the table above. The Vanguard 13G indicates that The Vanguard Group may have sole voting power over 1,353,754 shares of our common stock, sole dispositive power over 42,561,560 shares of our common stock, and shared dispositive power over 1,372,769 shares of our common stock. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania, 19355.

(5)	Ownership percentage is reported based on 750,064,908 shares of common stock outstanding on February 16, 2016.

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(1)

The SEC deems a person to have beneficial ownership of all shares that the person has the right to acquire within 60 days. Amounts reflect shares that may be acquired upon the exercise of stock options granted under Williams’ current or previous equity plans that are currently exercisable, will become exercisable, or would become exercisable upon the voluntary retirement of such person, within 60 days of February 16, 2016.

(2)

The SEC deems a person to have beneficial ownership of all shares that the person has the right to acquire within 60 days. Amounts reflect shares that would be acquired upon the vesting of restricted stock units (“RSUs”) granted under Williams current or previous equity plans that will vest or that would vest upon the voluntary retirement of such person, within 60 days of February 16, 2016. RSUs have no voting or investment power.

(3)	Ownership percentage is reported based on 750,064,908 shares of common stock outstanding on February 16, 2016, plus, as to the holder thereof only and no other person, the number of shares (if any) that the person has the right to acquire as of February 16, 2016, or within 60 days from that date, through the exercise of all options and other rights.

(4)	Includes 34,264 shares held in the Alan and Shelly S. Armstrong Family Foundation dated December 16, 2015, Alan S. and Shelly S. Armstrong, Trustees.

(5)	Includes 3,047 shares held in the Joe R. Cleveland Family Trust dated November 21, 2008, Joe R. and Evelyn Cleveland, Trustees.

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(6)	Please see the table above setting forth information concerning beneficial ownership by holders of five percent or more of our common stock for information about Messrs. Mandelblatt’s and Meister’s beneficial holdings of our shares.

(7)	Includes 10,150 shares held by Murray D. Smith and Associates Limited.

(8)	Includes 65,073 shares held in the Larry and Janice Stoney Family Trust dated March 25, 2008, Larry D. & Janice D. Stoney, Trustees.

(1)	Ownership percentage is reported based on 588,565,174 common units, which is the number of common units outstanding on February 16, 2016 less the number of common units owned by a subsidiary of the Company on such date.

(2)	23,667 units are held in the Alan Stuart Armstrong Trust dated June 16, 2010, with Alan Armstrong as trustee, and 8,667 units are held in the Shelly Stone Armstrong Trust dated June 16, 2010, with Shelly Armstrong as trustee.

(3)	Units are held in the Joe R. Cleveland Family Trust dated November 21, 2008, Joe R. and Evelyn Cleveland, Trustees.

(4)	Units are held in the Larry and Janice Stoney Family Trust dated March 25, 2008, Larry D. and Janice D. Stoney, Trustees.

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•

Ms. Hinshaw is a director of Aegion Corporation (“Aegion”), which provided ordinary course pipeline construction and maintenance services to Williams. In determining that the relationship was not material, the Board considered these facts: the relationship arises only because Ms. Hinshaw is a director of Aegion; she has no material interest in any transactions between Aegion and Williams; and she had no role in any such transactions.

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Mr. Izzo is Chief Executive Officer of Public Service Energy Group (“PSEG”), for whom Williams has provided ordinary course transportation services since at least 2010. In determining that the relationship was not material, the Board considered these facts: payments made by PSEG to Williams in any of the last three fiscal years are less than 2 percent of PSEG’s revenue for the respective year; Mr. Izzo has no material interest in any transactions between PSEG and Williams; and he had no role in any such transactions.

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Mr. MacInnis is a director of ITT Corporation (“ITT”), for whom Williams’ subsidiaries provide ordinary course offshore/midstream project services. In determining that the relationship was not material, the Board considered these facts: the relationship arises only because Mr. MacInnis is a director of ITT; he has no material interest in any transactions between ITT and Williams; and he had no role in any such transactions.

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Mr. Nance is a director of Newfield Exploration Company (“Newfield”), for whom Williams provided ordinary course midstream and transportation services. In determining that the relationship was not material, the Board considered these facts: the relationship arises only because Mr. Nance is a director of Newfield; he has no material interest in any transactions between Newfield and Williams; and he had no role in any such transactions.

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Ms. Sugg is a director of Denbury Resources, Inc. (“Denbury”), from whom Williams purchased gas for fuel and shrink and for whom Williams provided midstream and transportation services in the ordinary course of business. In determining that the relationship was not material, the Board considered these facts: the relationship arises only because Ms. Sugg is a director of Denbury; she has no material interest in any transactions between Denbury and Williams; and she had no role in any such transactions. Ms. Sugg is also a director of Murphy Oil Corporation (“Murphy”), for whom Williams’ subsidiaries provide ordinary course midstream and transportation services. In determining that the relationship was not material, the Board considered these facts: the relationship arises only because Ms. Sugg is a director of Murphy; she has no material interest in any transactions between Murphy and Williams; and she had no role in any such transactions.

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