TULSA, Okla. , Aug. 7 /PRNewswire-FirstCall/ -- Williams (NYSE: WMB) announced second-quarter 2008 unaudited net income of $437 million , or $0.73 per share on a diluted basis, compared with net income of $433 million , or $0.71 cents per share on a diluted basis, for second-quarter 2007.

Year-to-date through June 30 , Williams reported net income of $937 million , or $1.57 per share on a diluted basis, compared with net income of $567 million , or $0.93 per share on a diluted basis for the first six months of 2007.


    Quarterly Summary
    Financial Information         2Q 2008                 2Q 2007
    Per share amounts are
     reported on a fully
     diluted basis         millions    per share     millions    per share

    Income from continuing
     operations               $419        $0.70         $243        $0.40
    Income from discontinued
     operations                 18         0.03          190         0.31
    Net income                $437        $0.73         $433        $0.71

    Recurring income from
     continuing operations*   $397        $0.67         $221        $0.36
    After-tax mark-to-market
     adjustments                 9         0.01           43         0.07
    Recurring income from
    continuing operations -
    after mark-to-market
    adjustments*              $406        $0.68         $264        $0.43


    Year-To-Date Summary
    Financial Information        YTD 2008                YTD 2007
    Per share amounts are
     reported on a fully
     diluted basis        millions    per share     millions    per share

    Income from continuing
     operations               $835        $1.40         $413        $0.68
    Income from discontinued
     operations                102         0.17          154         0.25
    Net income                $937        $1.57         $567        $0.93

    Recurring income from
     continuing operations*   $740        $1.24         $387        $0.63
    After-tax mark-to-market
     adjustments                 7         0.01           67         0.11
    Recurring income from
     continuing operations -
     after mark-to-market
     adjustments*             $747        $1.25         $454        $0.74

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

Strong performances in the company's exploration & production and midstream businesses were the key drivers of the increase in the second-quarter and year-to-date results. Key factors were higher net realized average natural gas prices and strong natural gas production growth, as well as natural gas liquid (NGL) margins remaining at historically high levels. The results also benefited from a gain on the sale of certain international interests.

Lower income from discontinued operations partially offset these benefits to net income during the second-quarter and year-to-date periods. The lower results from discontinued operations in second-quarter 2008 primarily reflect the absence of income recognized in second-quarter 2007 related to the sale of the company's former power business.

Recurring Results Adjusted for Effect of Mark-to-Market Accounting

Recurring income from continuing operations, after adjustments to remove the effect of mark-to-market accounting for certain hedges and other derivatives in Gas Marketing Services, was $406 million , or $0.68 per share for second-quarter 2008. On the same adjusted basis, recurring income from continuing operations was $264 million , or $0.43 per share, for second-quarter 2007.

For the first half of 2008, recurring income from continuing operations after mark-to-market adjustments was $747 million , or $1.25 per share; compared with $454 million , or $0.74 per share for the first half of 2007.

The significant increases in the recurring adjusted results reflect strong performances in the company's natural gas businesses driven by higher net realized average prices on increased production as well as strong NGL margins. Higher operating costs partially offset these benefits.

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

CEO Perspective

'Natural gas is playing an increasingly vital role in our nation's energy picture, and Williams operates a portfolio of natural gas assets that are best-in-class,' said Steve Malcolm, chairman, president and chief executive officer.

'Our energy-producing businesses enjoy the competitive advantages of scale in established, growing production basins. Our pipelines connect those long-lived producing areas to fast-growing markets along the Eastern Seaboard, in Florida and in the Pacific Northwest.

'There are abundant growth opportunities across our businesses and we have a solid track record of crisp execution. Our focus continues to be delivering earnings growth and driving long-term value creation,' Malcolm said.

Business Segment Performance: Consolidated Segment Profit Up 60% in Second Quarter

Consolidated results include segment profit for Williams' businesses - Exploration & Production, Midstream Gas & Liquids, Gas Pipeline and Gas Marketing Services as well as results reported in the Other segment.


    Consolidated Segment
    Profit (Loss)                    2Q                        YTD
    Amounts in millions       2008         2007         2008         2007

    Exploration & Production  $496         $209         $926         $397
    Midstream Gas & Liquids    295          251          556          405
    Gas Pipeline               179          180          359          330
                              $970         $640       $1,841       $1,132

    Gas Marketing Services     (46)         (63)         (25)         (93)
    Other                       (1)           -            -            -
    Consolidated Segment
     Profit                   $923         $577       $1,816       $1,039

    Recurring Consolidated
     Segment Profit (Loss)
     After Mark-to-Market
     Adjustments*                    2Q                       YTD
    Amounts in millions       2008         2007         2008         2007

    Exploration & Production  $471         $209         $783         $397
    Midstream Gas & Liquids    293          251          554          397
    Gas Pipeline               170          157          350          307
                              $934         $617       $1,687       $1,101

    Gas Marketing after MTM
     Adjustments               (31)           7          (13)          15
    Other                       (1)           -            -            -
    Recurring Consolidated
     Segment Profit After
     Mark-to-Market
     Adjustments              $902         $624       $1,674       $1,116

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


For second-quarter 2008, Williams' businesses reported consolidated segment profit of $923 million , compared with $577 million for second-quarter 2007. Improved results in Exploration & Production and Midstream drove the 60-percent increase.

Year-to-date through June 30 , Williams' businesses reported consolidated segment profit of $1.82 billion , compared with $1.04 billion for the same period in 2007. Strong results in Exploration & Production, Midstream and Gas Pipeline drove the significant increase in year-to-date consolidated segment profit. The year-to-date period also benefited from the previously noted gain on the sale of certain international interests.

On a basis adjusted to remove the effect of nonrecurring items and mark-to-market accounting, Williams' recurring consolidated segment profit was $902 million in second-quarter 2008, compared with $624 million for second-quarter 2007, an increase of 45 percent.

For the first half of 2008 on the same basis, Williams' recurring consolidated segment profit was $1.67 billion , compared with $1.12 billion for the first half of 2007.

Exploration & Production: Higher Net Realized Prices, Robust Production Growth Drive Higher Segment Profit

Exploration & Production includes natural gas production and development in the U.S. Rocky Mountains, San Juan Basin and Mid-Continent, and oil and gas development in South America .

The business reported segment profit of $496 million for second-quarter 2008, compared with second-quarter 2007 segment profit of $209 million , an increase of 137 percent.

Year-to-date through June 30 , Exploration & Production reported segment profit of $926 million , compared with $397 million for the first six months of 2007.

Higher net realized average prices and strong growth in domestic natural gas production volumes were the primary drivers of the significant increases in segment profit for both the second-quarter and year-to-date periods. Results for the second-quarter and year-to-date 2008 periods also benefited from pre-tax gains on the sale of certain international interests of $30 million and $148 million , respectively.

Increased development within the Piceance, Powder River and Fort Worth basins drove the growth in domestic production volumes, as the company surpassed 1.1 billion cubic feet equivalent (Bcfe) per day in domestic production during the second quarter. In the Piceance Basin of western Colorado -- the company's cornerstone for production and reserves growth -- average daily production increased 26 percent for the second quarter. In the Powder River Basin in Wyoming , the company's second-largest production area, average daily production increased 41 percent for the quarter.


    Quarterly Average Daily Production          2Q
    Amounts in million cubic feet
     equivalent of natural gas
     (MMcfe)                              2008       2007        Growth rate

    Piceance Basin                         659        522             26%
    Powder River Basin                     234        166             41%
    Other Basins                           266        257              4%
    U.S. Interests only                  1,110        898             24%
    U.S. & International Interests       1,159        945             23%


During second-quarter 2008, Williams' net realized average price for U.S. production was $8.056 per thousand cubic feet of natural gas equivalent (Mcfe), which was 49 percent higher than the $5.39 per Mcfe realized in second-quarter 2007.

The benefits of higher net realized average prices and higher production volumes in the second-quarter and year-to-date periods were partially offset by increased depreciation, depletion and amortization, higher operating taxes, and higher lease operating expenses.

Williams is updating Exploration & Production's segment profit guidance released on June 25 for 2008 and 2009. Increased expected production levels, including the effects of beginning the development of the company's recent acquisitions in the Piceance Basin and the Barnett Shale, are driving the updated forecast.

In 2008, Williams now expects recurring segment profit to range from $1.4 billion to $1.7 billion , updated from the June 25 guidance range of $1.35 billion to $1.7 billion . For 2009, the company now expects a range of $1.275 billion to $1.775 billion , updated from June 25 guidance of $1.250 billion to $1.75 billion .

The company is also updating its capital expenditure guidance ranges for Exploration & Production for both 2008 and 2009. The increase in capital expenditure guidance for both 2008 and 2009 are due to the previously announced acquisition in the Barnett Shale.

In 2008, Williams is now forecasting a range of $1.975 billion to $2.175 billion in capital expenditures, up from June 25 guidance of $1.8 billion to $2 billion . For 2009, the company now expects capital expenditures of $1.725 billion to $1.925 billion , up from June 25 guidance of $1.625 billion to $1.825 billion .

Midstream Gas & Liquids: Continued Solid Earnings Growth

Midstream provides natural gas gathering and processing, NGL fractionation and storage services and olefins production. For second-quarter 2008, the business reported segment profit of $295 million , compared with segment profit of $251 million for second-quarter 2007.

For the first six months of 2008, Midstream's segment profit was $556 million , compared with $405 million for the same time period in 2007.

Midstream's growth in segment profit during the second quarter is primarily due to greater contribution from the olefins business, higher NGL unit margins and higher fee-based revenues across all regions. The acquisition of an additional interest in the Geismar plant in July 2007 helped drive the greater contribution from the olefins business. Higher operating costs partially offset these benefits.

Higher NGL margins, associated with favorable market commodity pricing on NGLs, were the primary driver of the segment profit growth in the year-to-date period.

Williams markets NGLs via equity volumes the company retains as payment-in-kind under certain processing contracts. Midstream's 2008 NGL equity volumes for both the quarter and year-to-date periods are comparable to the same periods of 2007.

Gas Pipeline: New Transco Rates, Expansion Projects Drive Year-to-Date Segment Profit Growth

Gas Pipeline, which primarily delivers natural gas to markets along the Eastern Seaboard, in Florida and in the Pacific Northwest, reported second-quarter 2008 segment profit of $179 million , compared with $180 million for second-quarter 2007.

Year-to-date through June 30 , Gas Pipeline reported segment profit of $359 million , compared with $330 million for the same period in 2008.

On a recurring basis, Gas Pipeline's second-quarter 2008 segment profit was $170 million , compared with $157 million for second-quarter 2007, an increase of 8 percent.

Increased revenues from two expansion projects placed into service in fourth-quarter 2007, partially offset by higher costs, contributed to the higher recurring segment profit in the second quarter.

Also on a recurring basis, Gas Pipeline's segment profit for the first half of 2008 was $350 million , compared with $307 million for the first half of 2007.

Increased revenues from new rates on the Transco system and the two expansion projects were the primary drivers of the higher recurring segment profit in the year-to-date period. Higher costs partially offset these benefits.

Gas Marketing Services: Supporting Natural Gas Businesses with Marketing, Risk Management

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

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

Gas Marketing reported a second-quarter 2008 segment loss of $46 million , compared with a segment loss of $63 million in second-quarter 2007.

For the first six months of 2008, Gas Marketing reported a segment loss of $25 million , compared with a segment loss of $93 million for the same period in 2007.

The reduction in segment loss for both the second-quarter and year-to-date periods was primarily due to reduced mark-to-market losses associated with derivative contracts with a future delivery date that are not accounted for using hedge accounting. The favorable change was largely the result of reduced losses in 2008 from legacy contracts that are no longer outstanding. This benefit was partially offset in both periods by a decrease in accrual gross margin.

Although not significant for second-quarter or year-to-date 2008 results, the company expects in the future to have some level of mark-to-market volatility in Gas Marketing Services, primarily from natural gas storage and transportation hedging.


    Gas Marketing Recurring
    Segment Profit (Loss)
    Adjusted for Mark-to-Market
    Effect*
                                     2Q                        YTD
    Amounts in millions       2008         2007         2008         2007

    Segment loss              ($46)        ($63)        ($25)        ($93)
    Nonrecurring adjustments     -            -            -            -
    Recurring segment loss    ($46)          $0         ($63)        ($25)
                                $0         ($93)
    Mark-to-market adjustments  15           70           12          108
    Recurring segment profit
     (loss) after MTM
     adjustments              ($31)          $7         ($13)         $15

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


Williams is adjusting its guidance for Gas Marketing in 2008 and 2009. The company now expects Gas Marketing's 2008 recurring segment results, adjusted for the effect of mark-to-market accounting, to range from a loss of $50 million to a loss of $30 million . Previous guidance was a loss of $30 million to breakeven.

For 2009, Williams' new guidance for recurring segment results, adjusted for the effect of mark-to-market accounting, is a loss of $20 million to a profit of $20 million . Previous guidance was a loss of $40 million to breakeven.

Segment Profit, Capital Expenditure Guidance Updated

Guidance for consolidated segment profit includes results for Exploration & Production, Midstream and Gas Pipeline, as well as Gas Marketing and the Other segment. All consolidated segment profit and earnings per share ranges are presented on a recurring basis adjusted for the effect of mark-to-market accounting.

For 2008, Williams has updated its consolidated segment profit guidance to a range of $3.15 billion to $3.65 billion and earnings per share of $2.35 to $2.80 . The previous ranges were $3.1 billion to $3.65 billion in consolidated segment profit and earnings per share of $2.30 to $2.80 . The updated range for 2008 reflects the previously referenced update in Exploration & Production.

For 2009, Williams has updated its consolidated segment profit guidance to a range of $2.925 billion to $3.825 billion and earnings per share of $2.10 to $2.95 . The previous ranges were $2.9 billion to $3.8 billion for consolidated segment profit and earnings per share of $2.05 to $2.90 . The updated range for 2009 reflects the previously referenced update in Exploration &Production.

Williams is updating its capital expenditure guidance for 2008 and 2009, reflecting the previously referenced increases in Exploration & Production.

The new range for 2008 is $3.2 billion to $3.55 billion , up from the previous range of $3.025 billion to $3.375 billion .

For 2009, the new range is $2.725 billion to $3.125 billion , up from the previous range of $2.625 billion to $3.025 billion .

As noted in its June 25 guidance update, Williams is now providing capital expenditure expectations for potential future projects it is investigating that are not yet included in capital expenditure guidance. The inclusion of potential future project expectations is designed to provide investors with Williams' current views on total potential capital in the given year.

The company has identified $100 million to $300 million in potential future projects for 2008 and $200 million to $500 million in potential future projects for 2009.

Commodity Price, NGL Margin Outlook

The following chart provides Williams' outlook for natural gas and crude oil prices as well as expected average NGL margins in 2008 and 2009. The company's outlook is unchanged from its June 25 guidance.


    Un-hedged Commodity
    Price Assumptions                           2008             2009

    Natural Gas:
      Basin Prices
        Average Rockies                     $7.30 - $8.10    $6.60 - $8.10
        Average San Juan/Mid-Continent      $7.70 - $9.00    $7.00 - $9.00
      NYMEX (reference only)                $9.00 - $10.50   $8.00 - $10.50
    Crude Oil: WTI (reference only)          $100 - $120       $80 - $120
    Average NGL Margins: ($/gallon)         $0.57 - $0.68    $0.43 - $0.71

Williams Completes Stock Repurchase Program

In July 2007 , Williams announced that its board of directors authorized the repurchase of up to $1 billion of the company's common stock with no expiration date.

As of July 16, 2008 , the company has completed the program, purchasing approximately 28.8 million shares for approximately $1 billion .

Today's Analyst Call

Management will discuss second-quarter 2008 results during a live webcast beginning at 9:30 a.m. EDT today. Participants are encouraged to access the webcast and access slides for viewing, downloading and printing at http://www.williams.com.

A limited number of phone lines also will be available at (877) 558-9190. International callers should dial (706) 902-3248. Replays of the second-quarter webcast, in both streaming and downloadable podcast formats, will be available for two weeks at http://www.williams.com following the event.

Form 10-Q

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

About Williams (NYSE: WMB)

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



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

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

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

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

Williams' reports, filings, and other public announcements might contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. You typically can identify forward-looking statements by the use of forward-looking words, such as 'anticipate,' believe,' 'could,' 'continue,' 'estimate,' 'expect,' 'forecast,' 'may,' 'plan,' 'potential,' 'project,' 'schedule,' 'will,' and other similar words. These statements are based on our intentions, beliefs, and assumptions about future events and are subject to risks, uncertainties, and other factors. Actual results could differ materially from those contemplated by the forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with such statements, other factors could cause our actual results to differ materially from the results expressed or implied in any forward-looking statements. Those factors include, among others: changes in general economic conditions and changes in the industries in which Williams conducts business; changes in federal or state laws and regulations to which Williams is subject, including tax, environmental and employment laws and regulations; the cost and outcomes of legal and administrative claims proceedings, investigations, or inquiries; the results of financing efforts, including our ability to obtain financing on favorable terms, which can be affected by various factors, including our credit ratings and general economic conditions; the level of creditworthiness of counterparties to our transactions; the amount of collateral required to be posted from time to time in our transactions; the effect of changes in accounting policies; the ability to control costs; the ability of each business unit to successfully implement key systems, such as order entry systems and service delivery systems; the impact of future federal and state regulations of business activities, including allowed rates of return, the pace of deregulation in retail natural gas market, and the resolution of other regulatory matters; changes in environmental and other laws and regulations to which Williams and its subsidiaries are subject or other external factors over which we have no control; changes in foreign economies, currencies, laws and regulations, and political climates, especially in Canada , Argentina , Brazil , and Venezuela , where Williams has direct investments; the timing and extent of changes in commodity prices, interest rates, and foreign currency exchange rates; the weather and other natural phenomena; the ability of Williams to develop or access expanded markets and product offerings as well as their ability to maintain existing markets; the ability of Williams and its subsidiaries to obtain governmental and regulatory approval of various expansion projects; future utilization of pipeline capacity, which can depend on energy prices, competition from other pipelines and alternative fuels, the general level of natural gas and petroleum product demand, decisions by customers not to renew expiring natural gas transportation contracts; the accuracy of estimated hydrocarbon reserves and seismic data; and global and domestic economic repercussions from terrorist activities and the government's response to such terrorist activities. In light of these risks, uncertainties, and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

In regard to the company's reserves in Exploration & Production, the SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves. We have used certain terms in this news release, such as 'probable' reserves and 'possible' reserves and 'new opportunities potential' reserves that the SEC's guidelines strictly prohibit us from including in filings with the SEC. The SEC defines proved reserves as estimated quantities that geological and engineering data demonstrate with reasonable certainty to be recoverable in the future from known reservoirs under the assumed economic conditions. Probable and possible reserves are estimates of potential reserves that are made using accepted geological and engineering analytical techniques, but which are estimated with reduced levels of certainty than for proved reserves. Possible reserve estimates are less certain than those for probable reserves. New opportunities potential is an estimate of reserves for new areas for which we do not have sufficient information to date to raise the reserves to either the probable category or the possible category. New opportunities potential estimates are even less certain than those for possible reserves.

Reference to 'total resource portfolio' includes proved, probable and possible reserves as well as new opportunities potential.

Investors are urged to closely consider the disclosures and risk factors in our annual report on Form 10-K filed with the Securities and Exchange Commission on Feb. 26, 2008 , and our quarterly reports on Form 10-Q available from our offices or from our website at http://www.williams.com.



      Reconciliation of Income from Continuing Operations to Recurring
      Earnings (UNAUDITED)

                                                     2007
      (Dollars in millions,
      except per-share amounts)   1st Qtr  2nd Qtr  3rd Qtr  4th Qtr   Year

      Income from continuing
       operations available to
       common stockholders           $170     $243     $228     $206     $847

      Income from continuing
       operations - diluted
       earnings per common share    $0.28    $0.40    $0.38    $0.34    $1.40

      Nonrecurring items:

      Exploration & Production
        Accrual for royalty
         litigation contingency      $-       $-       $-         $4       $4
        Gain on sale of Peru
         interests                    -        -        -          -        -
        Reserve for receivables
         from bankrupt counterparty   -        -        -          -        -

        Total Exploration &         Production
         nonrecurring items           -        -        -          4        4

      Gas Pipeline
        Change in estimate
         related to a regulatory
         liability - NWP              -      (17)       -          -      (17)
        Payments received for
         terminated firm
         transportation agreement
         - NWP                        -       (6)     (12)         -      (18)
        Gain on sale of excess
         inventory gas - TGPL         -        -        -          -        -

       Total Gas Pipeline
        nonrecurring items            -      (23)     (12)         -      (35)

      Midstream Gas & Liquids
        Reversal of a maintenance
         accrual                     (8)       -        -          -       (8)
        Income from a favorable
         litigation outcome           -        -        -        (12)     (12)
        Reserve for international
         receivables                  -        -        -          9        9
        Impairment of Carbonate
         Trend pipeline               -        -        -         10       10
        Involuntary conversion
         gain related to Ignacio
         gas processing plant         -        -        -          -        -
        Reserve for receivables
         from bankrupt
         counterparty                 -        -        -          -        -

        Total Midstream Gas &         Liquids nonrecurring
         items                       (8)       -        -          7       (1)

      Gas Marketing Services
        Accrual for litigation
         contingencies                -        -        -         20       20

        Total Gas Marketing
         Services nonrecurring
         items                        -        -        -         20       20

      Nonrecurring items included
       in segment profit (loss)      (8)     (23)     (12)        31      (12)

      Nonrecurring items below
       segment profit (loss)
        Early debt retirement
         costs (Corporate)            -        -        -         19       19
        Interest related to Gulf
         Liquids litigation
         contingency ( Interest
         accrued - Midstream)           1        1        1        -        3
        Interest income related
         to contract termination
         gain noted above
           (Investing income -
            Gas Pipeline - NWP)         -        -       (2)       -       (2)
        Interest related to
         royalty litigation
         contingency noted above
         (Interest accrued - E&P)       -        -        -        1        1
        Rounding                        -        1       (1)       -        -

                                        1        2       (2)      20       21

      Total nonrecurring items         (7)     (21)     (14)      51        9
      Tax effect for
       above items (1)(2)              (3)       1       (5)      13        6
      Adjustment for nonrecurring
       tax-related items (3)            -        -        -       23       23


      Recurring income from
       continuing operations
       available to common
       stockholders                  $166     $221     $219     $267     $873

      Recurring diluted earnings
       per common share             $0.27    $0.36    $0.36    $0.44    $1.44

      Weighted-average shares -
       diluted (thousands)        611,470  613,172  610,651  604,243  609,866



                                                         2008
      (Dollars in millions, except
      per-share amounts)                      1st Qtr     2nd Qtr       Year

      Income from continuing operations
       available to common stockholders         $416        $419        $835

      Income from continuing operations -
       diluted earnings per common share       $0.70       $0.70       $1.40

      Nonrecurring items:

      Exploration & Production
        Accrual for royalty litigation
         contingency                            $-          $-          $-
        Gain on sale of Peru interests          (118)        (30)       (148)
        Reserve for receivables from
         bankrupt counterparty                     -           5           5

        Total Exploration & Production
         nonrecurring items                     (118)        (25)       (143)

      Gas Pipeline
        Change in estimate related to a
         regulatory liability - NWP                -           -           -
        Payments received for terminated
         firm transportation agreement - NWP       -           -           -
        Gain on sale of excess inventory
         gas - TGPL                                -          (9)         (9)

       Total Gas Pipeline nonrecurring
        items                                      -          (9)         (9)

      Midstream Gas & Liquids
        Reversal of a maintenance accrual          -           -           -
        Income from a favorable
         litigation outcome                        -           -           -
        Reserve for international
         receivables                               -           -           -
        Impairment of Carbonate Trend
         pipeline                                  -           -           -
        Involuntary conversion gain
         related to Ignacio gas
         processing plant                          -          (3)         (3)
        Reserve for receivables from
         bankrupt counterparty                     -           1           1

        Total Midstream Gas & Liquids
         nonrecurring items                        -          (2)         (2)

      Gas Marketing Services
        Accrual for litigation
         contingencies                             -           -           -

        Total Gas Marketing Services
         nonrecurring items                        -           -           -

      Nonrecurring items included in
       segment profit (loss)                    (118)        (36)       (154)

      Nonrecurring items below segment
       profit (loss)
        Early debt retirement costs
         (Corporate)                               -           -           -
        Interest related to Gulf Liquids
         litigation contingency (
         Interest accrued - Midstream)             -           -           -
        Interest income related to
         contract termination gain noted
         above
              (Investing income - Gas
               Pipeline - NWP)                     -           -           -
        Interest related to royalty
         litigation contingency noted
         above (Interest accrued - E&P)            -           -           -
        Rounding                                   -           -           -

                                                   -           -           -

      Total nonrecurring items                  (118)        (36)       (154)
      Tax effect for above items (1)(2)          (45)        (14)        (59)
      Adjustment for nonrecurring tax-
       related items (3)                           -           -           -


      Recurring income from continuing
       operations available to common
       stockholders                             $343        $397        $740

      Recurring diluted earnings per
       common share                            $0.57       $0.67       $1.24

      Weighted-average shares - diluted
       (thousands)                           598,627     596,187     597,404


      (1)  The tax rate applied to nonrecurring items for 2nd quarter 2007 has
           been adjusted to reverse the effect of certain previous adjustments
           for nondeductible expenses associated with securities litigation
           and related costs, as these expenses are now considered deductible
           based on an IRS ruling.

      (2)  The tax rate applied to nonrecurring items 4th quarter 2007 has
           been adjusted to reverse the effect of early debt retirement costs
           considered deductible in 2004 as these expenses are now considered
           nondeductible.

      (3)  The 4th quarter of 2007 includes an adjustment for an income tax
           contingency.

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



                       Adjustment to remove MTM effect
    Dollars in millions except for per share amounts
                                           2nd Quarter            YTD
                                          2008      2007     2008      2007

    Recurring income from cont. ops
     available to common shareholders      $397      $221     $740      $387
    Recurring diluted earnings per
     common share                         $0.67     $0.36    $1.24     $0.63

    Mark-to-Market (MTM) adjustments
     for Gas Marketing                       15 *      70       12 *     108 *
    Tax effect of total MTM adjustments      (6)      (27)      (5)      (41)

    After tax MTM adjustments                $9       $43       $7       $67

    Recurring income from cont. ops
     available to common shareholders
     after MTM adjust.                     $406      $264     $747      $454
    Recurring diluted earnings per
     share after MTM adj.                 $0.68     $0.43    $1.25     $0.74

    weighted average shares - diluted
     (thousands)                        596,187   613,172  597,404   612,325

    *  Excludes $39MM termination payment related to legacy contract.

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

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

SOURCE Williams