Williams Announces Agreement to Acquire All Public Equity of Williams Partners L.P.

May 17, 2018

TULSA, Okla.–(BUSINESS WIRE)–Williams (NYSE: WMB) and Williams Partners L.P. (NYSE: WPZ) today
announced an agreement under which Williams will acquire all of the
outstanding public common units of Williams Partners in an all
stock-for-unit transaction at a 1.494 ratio of Williams common shares
per unit of Williams Partners. The transaction is valued at $10.5
billion; representing a premium to the public unitholders of 6.4 percent
based on closing prices on May 16, 2018, or a premium of 13.6 percent to
the unaffected closing prices on March 15, 2018, the day prior to
WilliamsÔÇÖ announcement described below.

In
a Williams and Williams Partners joint news release on March 16, 2018,
Williams and Williams Partners indicated the potential for a corporate
restructuring in response to the Federal Energy Regulatory CommissionÔÇÖs
(ÔÇ£FERCÔÇØ) March 15, 2018, issuance of a revised policy statement that
reversed the FERCÔÇÖs 2005 income tax policy that permitted master limited
partnership (MLP) interstate oil and natural gas pipelines to maintain
an income tax allowance in cost-of-service rates. Since that time,
Williams and Williams Partners considered a number of alternatives
relating to the FERC ruling and determined that the transaction
described herein is in the best interests of WilliamsÔÇÖ shareholders and
Williams PartnersÔÇÖ public unitholders.

Compelling benefits of the transaction for WMB shareholders:

Immediately accretive to cash available for dividends for Williams
Retention of significant Distributable Cash Flow coverage (of
approximately 1.7x in 2019) allowing excess cash to be re-invested in
attractive capital projects
Extends the period for which Williams is not expected to be a cash
taxpayer through 2024 and provides modest G&A savings
Achieves investment-grade credit ratings consistent with Williams
PartnersÔÇÖ current ratings
Simplifies organizational structure, expanding investment appeal to a
broader range of corporate investors

Solid value proposition of the transaction for public WPZ unitholders:

Meaningful upfront premium
Receipt of five dividends/distributions during the calendar year 2018,
equating to approximately a 15 percent increase to the
previously-guided 2018 distributions (assuming closing occurs before
the WilliamsÔÇÖ regular third quarter dividend record date; otherwise,
the exchange ratio will be increased to 1.513 and Williams Partners
public unitholders will receive a total of four
dividends/distributions during the calendar year).
Retains income tax allowance for regulated cost-of-service revenue
Increases excess cash coverage that can be re-invested in attractive
capital projects
Retains investment-grade credit ratings consistent with current ratings
Increases trading liquidity, float and access to capital markets

CEO Perspective

Alan Armstrong, WilliamsÔÇÖ president and chief executive officer, made
the following statements regarding the transaction:

ÔÇ£This strategic transaction will provide immediate benefits to Williams
and Williams Partners investors. TodayÔÇÖs announcement will maintain the
income tax allowance that is included in our regulated pipelineÔÇÖs
cost-of-service rates. This transaction also simplifies our corporate
structure, streamlines governance and maintains investment-grade credit
ratings. The transaction will allow Williams to directly invest the
excess coverage in our expanding portfolio of large-scale,
fully-contracted infrastructure projects that will drive significant
EBITDA growth without the need to issue equity for the broad base of
projects currently included in our guidance.

ÔÇ£We continue to see an expanding portfolio of projects to connect the
best supplies of natural gas and natural gas products to the best
markets. As a fast-growing, investment grade C-Corp with the best
natural gas infrastructure assets in the sector, we are confident this
combined entity will provide a compelling investment opportunity to a
broader range of investors.ÔÇØ

Transaction

Under the terms of the merger agreement, Williams will acquire all of
the 256.0 million public outstanding units of Williams Partners at a
fixed exchange ratio of 1.494 Williams shares for each public unit of
Williams Partners (or a fixed exchange ratio of 1.513 if the closing
does not occur before the record date for WilliamsÔÇÖ dividend to be paid
in the third quarter of 2018). In aggregate, assuming a 1.494 exchange
ratio, Williams will issue approximately 382.5 million shares in
connection with the proposed transaction, representing approximately
31.6 percent of the total shares outstanding of the combined entity. The
transaction will be taxable to Williams Partners unitholders, and
Williams will receive the tax benefits from the basis step-up; resulting
in extending the period to which Williams is not expected to be a cash
taxpayer through 2024.

Williams has reviewed the proposed transaction with the rating agencies
and expects the combined entity will have investment grade credit
ratings consistent with Williams PartnersÔÇÖ current ratings.

The merger is expected to close in the fall of 2018 subject to standard
closing conditions, including the requisite approval of Williams
shareholders. Following consummation of the merger, Williams Partners
will become a wholly owned subsidiary of Williams.

The board of the general partner delegated to a conflicts committee
consisting solely of independent directors the authority to review,
evaluate and negotiate the transaction on behalf of Williams Partners
and the public unitholders. The Williams Partners Conflicts Committee
approved the transaction and recommended approval of the transaction to
the board of directors of the general partner of Williams Partners. The
transaction was approved by the boards of directors of both the general
partner of Williams Partners and Williams.

Morgan Stanley & Co. LLC and Gibson, Dunn & Crutcher LLP and Davis Polk
& Wardwell LLP acted as financial and legal advisors, respectively, to
Williams. Evercore and Baker Botts L.L.P. acted as financial and legal
advisors, respectively, to the Conflicts Committee of Williams Partners.

Williams, Williams Partners Analyst Day on May 17

Williams is scheduled to host its annual Analyst Day event May 17.
During the event, Williams' management will give a presentation covering
this announcement, take questions from investors and give additional
detail of Williams' acquisition of all public outstanding units of
Williams Partners L.P. Williams management will update 2018 guidance and
also provide the first public guidance for 2019. This yearÔÇÖs Analyst Day
meeting is scheduled to begin at 8:15 a.m. Eastern Time (7:15 a.m.
Central Time) and run approximately four hours.

Presentation slides along with a link to the live webcast will be
accessible at www.williams.com
the morning of May 17. A replay of the 2018 Analyst Day webcast will
also be available on the website for at least 90 days following the
event.

Important Information:

This communication includes important information about an agreement for
the acquisition by The Williams Companies, Inc. of all publicly held
common units of Williams Partners L.P. Williams and Williams Partners
security holders are urged to read the joint proxy/consent solicitation
statement/prospectus regarding the proposed transaction when it becomes
available because it will contain important information. Investors will
be able to obtain a free copy of the joint proxy/consent solicitation
statement/prospectus, as well as other filings containing information
about the proposed transaction, without charge, at the Securities and
Exchange CommissionÔÇÖs (the ÔÇ£SECÔÇØ) internet site (http://www.sec.gov).
Copies of the joint proxy/consent solicitation statement/prospectus and
the filings with the SEC that will be incorporated by reference in the
joint proxy/consent solicitation statement/prospectus can also be
obtained, without charge, by directing a request either to The Williams
Companies, Inc., One Williams Center, Tulsa, Oklahoma 74172, Attention:
Investor Relations or to Williams Partners L.P., One Williams Center,
Tulsa, Oklahoma 74172, Attention: Investor Relations.

The respective directors and executive officers of Williams and Williams
Partners may be deemed to be ÔÇ£participantsÔÇØ (as defined in Schedule 14A
under the Securities Exchange Act of 1934 as amended) in respect of the
proposed transaction. Information about WilliamsÔÇÖ directors and
executive officers is available in WilliamsÔÇÖ annual report on Form 10-K
for the fiscal year ended December 31, 2017, filed with the SEC on
February 22, 2018. Information about Williams PartnersÔÇÖ directors and
executive officers is available in WPZÔÇÖs annual report on Form 10-K for
the fiscal year ended December 31, 2017 filed with the SEC on February
22, 2018. Other information regarding the participants in the
solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the joint
proxy/consent solicitation statement/prospectus and other relevant
materials to be filed with the SEC when they become available.

This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the U.S. Securities Act of 1933, as amended.

About Williams & Williams Partners

Williams (NYSE: WMB) is a premier provider of large-scale infrastructure
connecting U.S. natural gas and natural gas products to growing demand
for cleaner fuel and feedstocks. Headquartered in Tulsa, Okla., Williams
owns approximately 74 percent of Williams Partners L.P. (NYSE: WPZ).
Williams Partners is an industry-leading, large-cap master limited
partnership with operations across the natural gas value chain including
gathering, processing and interstate transportation of natural gas and
natural gas liquids. With major positions in top U.S. supply basins,
Williams Partners owns and operates more than 33,000 miles of pipelines
system wide ÔÇô including the nationÔÇÖs largest volume and fastest growing
pipeline ÔÇô providing natural gas for clean-power generation, heating and
industrial use. Williams PartnersÔÇÖ operations touch approximately 30
percent of U.S. natural gas. www.williams.com

Forward Looking Statements

The reports, filings, and other public announcements of The Williams
Companies, Inc. (ÔÇ£WilliamsÔÇØ) and Williams Partners L.P. (ÔÇ£WPZÔÇØ) may
contain or incorporate by reference statements that do not directly or
exclusively relate to historical facts. Such statements are
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. We make these forward-looking
statements in reliance on the safe harbor protections provided under the
Private Securities Litigation Reform Act of 1995. You typically can
identify forward-looking statements by various forms of words such as
ÔÇ£anticipates,ÔÇØ ÔÇ£believes,ÔÇØ ÔÇ£seeks,ÔÇØ ÔÇ£could,ÔÇØ ÔÇ£may,ÔÇØ ÔÇ£should,ÔÇØ
ÔÇ£continues,ÔÇØ ÔÇ£estimates,ÔÇØ ÔÇ£expects,ÔÇØ ÔÇ£forecasts,ÔÇØ ÔÇ£intends,ÔÇØ ÔÇ£might,ÔÇØ
ÔÇ£goals,ÔÇØ ÔÇ£objectives,ÔÇØ ÔÇ£targets,ÔÇØ ÔÇ£planned,ÔÇØ ÔÇ£potential,ÔÇØ ÔÇ£projects,ÔÇØ
ÔÇ£scheduled,ÔÇØ ÔÇ£will,ÔÇØ ÔÇ£assumes,ÔÇØ ÔÇ£guidance,ÔÇØ ÔÇ£outlook,ÔÇØ ÔÇ£in-service dateÔÇØ
or other similar expressions. These forward-looking statements are based
on management's beliefs and assumptions and on information currently
available to management and include, among others, statements regarding:

The closing, expected timing, and benefits of the proposed merger
of WPZ and SCMS LLC, a Delaware limited liability company and a direct
wholly owned subsidiary of Williams (the ÔÇ£Proposed MergerÔÇØ);
Expected levels of cash distributions by WPZ with respect to
limited partner interests;
The levels of dividends to Williams stockholders;
Our expected financial results following the Proposed Merger;
Future credit ratings of Williams, WPZ and their affiliates;
Amounts and nature of future capital expenditures;
Expansion and growth of our business and operations;
Expected in-service dates for capital projects;
Financial condition and liquidity;
Business strategy;
Cash flow from operations or results of operations;
Seasonality of certain business components;
Natural gas and natural gas liquids prices, supply, and demand; and
Demand for our services.

Forward-looking statements are based on numerous assumptions,
uncertainties and risks that could cause future events or results to be
materially different from those stated or implied in this presentation.
Many of the factors that will determine these results are beyond our
ability to control or predict. Specific factors that could cause actual
results to differ from results contemplated by the forward-looking
statements include, among others, the following:

Satisfaction of the conditions to the completion of the Proposed
Merger, including approval by Williams stockholders;
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, and 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;
The impact of existing and future laws (including, but not limited
to, the Tax Cuts and Jobs Act of 2017), regulations (including, but
not limited to, the FERCÔÇÖs ÔÇ£Revised Policy Statement on Treatment of
Income TaxesÔÇØ in Docket No. PL17-1-000), the regulatory environment,
environmental liabilities, and litigation, as well as our ability to
obtain necessary permits and approvals, and achieve favorable rate
proceeding outcomes;
Our costs and funding obligations for defined benefit pension plans
and other postretirement benefit plans;
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;
Our ability to close the announced roll-up transaction with WPZ; and
Additional risks described in our filings with the SEC.

Given the uncertainties and risk factors that could cause our actual
results to differ materially from those contained in any forward-looking
statement, we caution investors not to unduly rely on our
forward-looking statements. We disclaim any obligations to and do not
intend to update the above list or announce publicly the result of any
revisions to any of the forward-looking statements to reflect future
events or developments.

In addition to causing our actual results to differ, the factors
listed above may cause our intentions to change from those statements of
intention set forth in this presentation. Such changes in our intentions
may also cause our results to differ. We may change our intentions, at
any time and without notice, based upon changes in such factors, our
assumptions, or otherwise.

Investors are urged to closely consider the disclosures and risk
factors in WilliamsÔÇÖ and WPZÔÇÖs annual reports on Form 10-K each filed
with the SEC on February 22, 2018, and each of our respective quarterly
reports on Form 10-Q from our offices or websites at www.williams.com
and investor.williams.com.

Contacts

Williams
Media Contact:
Keith Isbell, 918-573-7308
or
Investor
Contact:
Brett Krieg, 918-573-4614