ONEOK Announces Second-quarter 2009 Earnings; Updates 2009 Earnings Guidance

August 04, 2009

TULSA, Okla., Aug 04, 2009 /PRNewswire-FirstCall via COMTEX/ -- ONEOK, Inc. (NYSE: OKE) today announced second-quarter 2009 earnings of 39 cents per diluted share, unchanged from the same period last year. Net income attributable to ONEOK was $41.7 million in the second quarter 2009, compared with $41.9 million in the same period in 2008.

Net income attributable to ONEOK for the six-month period ended June 30, 2009, was $164.0 million, or $1.55 per diluted share, compared with $185.7 million, or $1.75 per diluted share, in the same period last year.

ONEOK also updated its 2009 earnings per share guidance to the range of $2.40 to $2.70 per diluted share from its previous range of $2.25 to $2.75 per diluted share - which raised the midpoint to $2.55 per diluted share from $2.50 per diluted share.

"During the quarter, we benefited from volume increases in the ONEOK Partners segment, despite the effect that lower commodity prices had on certain businesses in the partnership," said John W. Gibson, ONEOK chief executive officer. "Our energy services segment also turned in a strong performance in the second quarter.

"Strong cash flows, combined with a solid operating performance in the first half of the year, give us confidence in our earnings guidance for 2009, despite a challenging industry and economic environment," Gibson added.

Second-quarter 2009 operating income was $154.8 million, compared with $173.0 million for the second quarter 2008. The reduction was primarily the result of significantly lower realized commodity prices in the ONEOK Partners segment. The distribution segment was down slightly, compared with the same period last year. These decreases were partially offset by improved transportation margins in the energy services segment.

Year-to-date 2009 operating income was $447.8 million, compared with $506.1 million for the same period last year. The decrease was primarily driven by significantly lower realized commodity prices and narrower NGL product price differentials in the ONEOK Partners segment. This decrease was partially offset by increased volumes from the Overland Pass Pipeline and the Guardian Pipeline extension and expansion in the ONEOK Partners segment. In addition, the energy services segment had improved transportation margins, and the distribution segment continued to benefit from the implementation of new rate mechanisms.

Second-quarter 2009 operating costs were $210.1 million, compared with $188.1 million in the same period last year. Year-to-date 2009 operating costs were $397.1 million, compared with $381.4 million in the same period in 2008. The increases were primarily the result of higher operating costs at ONEOK Partners' fractionation facilities, which included incremental operating expenses associated with the recently expanded Bushton fractionator, and incremental costs associated with the Overland Pass Pipeline; and higher employee-related costs, partially offset by lower bad-debt costs in the distribution segment.

SECOND-QUARTER 2009 SUMMARY INCLUDES:

    --  Operating income of $154.8 million, compared with $173.0 million in the
        second quarter last year;
    --  ONEOK Partners segment operating income of $124.8 million, compared with
        $163.7 million in the second quarter 2008;
    --  Distribution segment operating income of $9.9 million, compared with
        $12.0 million in the second quarter 2008;
    --  Energy services segment operating income of $19.4 million, compared with
        an operating loss of $4.4 million in the second quarter 2008;
    --  ONEOK Partners completing a public offering of common units, generating
        net proceeds of approximately $241.3 million;
    --  Receiving approval to increase rates by $1.1 million, recover the
        fuel-related portion of bad debts and the carrying costs for natural gas
        in storage in the distribution segment's central Texas service
        area, which includes Austin;
    --  Filing under the performance-based rate structure for a base rate
        increase in the distribution segment's Oklahoma jurisdiction for
        $66.1 million - the first base rate adjustment since 2005 - which, if
        approved, would incorporate several existing riders, effectively
        reducing the requested rate increase to a net amount of $37.6 million;
    --  ONEOK, on a stand-alone basis, ending the quarter with $329.9 million in
        short-term debt, $1.2 billion available on its existing credit
        facilities, $15.2 million of cash and cash equivalents and $399.9
        million of natural gas in storage;
    --  Distributions declared on the company's general partner interest in
        ONEOK Partners of $24.0 million for the second quarter 2009;
        distributions declared on the company's limited partner interest in
        ONEOK Partners of $45.8 million for the second quarter 2009;
    --  ONEOK stand-alone cash flow from continuing operations, before changes
        in working capital, of $296.6 million for the six-month period 2009,
        which exceeded stand-alone capital expenditures and dividends of $169.9
        million by $126.7 million;
    --  Continuing progress on environmental initiatives, reporting less than 1
        percent of total throughput of lost-and-unaccounted-for natural gas; and
        less than 5 million metric tons of carbon dioxide-equivalent emissions
        during the recently completed 2008 review;
    --  Increasing the quarterly dividend to 42 cents, payable on Aug. 14, 2009,
        to shareholders of record at the close of business July 31, 2009, an
        increase of 2 cents from the previous quarter; and

    --  Announcing the retirement of James C. Kneale, president and chief
        operating officer, effective Jan. 1, 2010, and the promotion of Robert
        F. Martinovich to chief operating officer of ONEOK and Terry K. Spencer
        to chief operating officer of ONEOK Partners, effective July 16, 2009.

SECOND-QUARTER AND YEAR-TO-DATE 2009 BUSINESS UNIT RESULTS

ONEOK Partners

ONEOK Partners' second-quarter 2009 operating income was $124.8 million, compared with $163.7 million in the same period last year.

The second-quarter 2009 results were lower, compared with the prior year, primarily due to a $34.0 million decrease from lower realized commodity prices in the natural gas gathering and processing business; a $7.4 million decrease from the effect of lower natural gas prices on retained fuel in the natural gas pipelines business; and a $7.1 million decrease from narrower NGL product price differentials in the natural gas liquids gathering and fractionation business. These decreases were partially offset by a $23.5 million increase in the natural gas liquids businesses, primarily from increased NGL throughput from the Overland Pass Pipeline, as well as new supply connections; and an $8.3 million increase from incremental natural gas transportation margins as a result of the Guardian Pipeline expansion and extension that went into service in February 2009.

For the first six months 2009, ONEOK Partners' operating income was $249.6 million, compared with $314.3 million in the same period a year earlier.

The six-month results declined primarily due to $61.4 million in lower realized commodity prices in the natural gas gathering and processing business; $28.0 million in narrower NGL product price differentials in the natural gas liquids gathering and fractionation business; and $11.7 million from the effect of lower natural gas prices on retained fuel in the natural gas pipelines business. These decreases were partially offset by a $47.6 million increase in the natural gas liquids businesses, primarily from increased NGL throughput on the Overland Pass Pipeline; and a $13.2 million increase in incremental natural gas transportation margins related to the Guardian Pipeline expansion and extension that went into service in February 2009.

Second-quarter 2009 operating costs were $100.5 million, compared with $87.2 million in the second quarter 2008. Six-month 2009 operating costs were $190.0 million, compared with $175.2 million in the same period a year earlier. The operating cost increases for the quarter and six-month period were primarily due to higher operating costs at fractionation facilities, which included incremental operating expenses associated with the recently expanded Bushton fractionator; and incremental operating costs from the Overland Pass Pipeline.

Depreciation and amortization expense was $40.0 million in the second quarter 2009, compared with $30.0 million in the same period in 2008. For the six months, depreciation and amortization expense was $79.9 million in 2009, compared with $60.0 million in 2008. The increases were primarily due to incremental expenses associated with the partnership's completed capital projects.

Second-quarter 2009 equity earnings from investments were $14.2 million, compared with $17.6 million in the same period a year earlier. For the six months, equity earnings from investments were $35.4 million in 2009, compared with $45.4 million in 2008. The decreases were primarily due to lower subscription volumes and rates on the Northern Border Pipeline and lower volumes on certain natural gas gathering and processing equity investments.

Distribution

The distribution segment reported operating income of $9.9 million in the second quarter 2009, compared with $12.0 million in the second quarter 2008.

Second-quarter 2009 earnings benefited from new rate mechanisms, which contributed $1.1 million in Oklahoma, $1.9 million in Kansas and $0.7 million in Texas. However, operating costs for the second quarter 2009 increased to $99.4 million, compared with $93.9 million for the same period last year, primarily due to $6.8 million in higher employee-related costs and $1.9 million in higher property tax expenses. These operating cost increases were partially offset by a $2.9 million decrease in bad-debt expense.

For the six months 2009, operating income increased to $122.7 million, compared with $120.6 million in the same period in 2008.

Six-month 2009 results improved primarily due to a $7.9 million increase from the implementation of new rate mechanisms, which included $2.8 million in Oklahoma, $3.6 million in Kansas and $1.5 million in Texas. These gains were partially offset by a $1.6 million decrease from lower sales volumes due to warmer weather in the entire service territory.

Operating costs were $189.5 million for the six months 2009, compared with $188.1 million for the same period last year, primarily due to $5.6 million in higher employee-related costs and $1.8 million in higher property tax expenses. These increases were partially offset by a $5.8 million decrease in bad-debt expense, which included the Oklahoma mechanism that went into effect in January 2009 to recover the fuel-related portion of bad debt.

Depreciation and amortization expense was $30.7 million in the second quarter 2009, compared with $29.1 million in the same period last year. For the six months 2009, depreciation and amortization expense was $62.3 million, compared with $58.0 million in 2008. The increases are due to depreciation expense associated with capital investment and regulatory amortization associated with revenue rider recoveries.

Residential volumes decreased for both the three- and six-month periods, compared with the same periods last year, due to warmer temperatures in the entire service territory; however, weather-normalization mechanisms moderated the impact on margins.

Energy Services

Energy Services reported second-quarter 2009 operating income of $19.4 million, compared with an operating loss of $4.4 million in the same period in 2008.

Second-quarter earnings benefited from $26.1 million in higher transportation margins, net of hedging activities, primarily due to higher realized Rockies-to-Mid-Continent margins, and a $4.4 million increase in retail marketing margins. These gains were partially offset by a $4.7 million decrease in financial trading margins.

Operating income for the six months was $74.4 million, compared with operating income of $69.9 million in the same period in 2008.

The six-month 2009 results improved due to a $10.0 million increase in transportation margins, net of hedging activities, primarily due to higher realized Rockies-to-Mid-Continent margins; a $3.6 million increase in retail marketing margins; and a $2.3 million increase in financial trading margins. These increases were partially offset by a $12.3 million decrease in storage and marketing margins, primarily due to lower realized seasonal storage differentials.

At June 30, 2009, total natural gas in storage was 68.9 Bcf, compared with 41.2 Bcf a year earlier. Total natural gas storage capacity under lease was 82.5 Bcf at the end of the second quarter 2009, compared with 91 Bcf in the same period 2008.

The net margin for the energy services segment was derived from the following sources:


                                       Three Months Ended   Six Months Ended
                                            June 30,            June 30,
                                          2009   2008        2009      2008
                                          ----   ----        ----      ----
                                               (Millions of dollars)
    Marketing, storage and
     transportation, gross               $74.7   $51.2       $186.6   $188.8
    Storage and transportation costs     (51.6)  (54.3)      (108.6)  (108.5)
    --------------------------------     -----   -----       ------   ------
       Marketing, storage and
        transportation, net               23.1    (3.1)        78.0     80.3
    Retail marketing                       6.8     2.4         11.2      7.6
    Financial trading                      0.2     4.9          3.5      1.1
    --------------------------------       ---     ---          ---      ---
      Net margin                         $30.1    $4.2        $92.7    $89.0
      ==============================     =====    ====        =====    =====

2009 EARNINGS GUIDANCE

ONEOK updated its 2009 earnings per share guidance to the range of $2.40 to $2.70 per diluted share from its previous range of $2.25 to $2.75 per share - which raised the midpoint to $2.55 per diluted share from $2.50 per diluted share. Exhibit A includes updated information on the 2009 earnings guidance.

The average unhedged prices used in the updated 2009 guidance for the remaining six months of 2009 are $64 per barrel for New York Mercantile Exchange (NYMEX) crude oil, $4 per MMBtu for NYMEX natural gas and 67 cents per gallon for composite natural gas liquids. The average Conway-to-Mont Belvieu Oil Price Information Service (OPIS) average price differential used for ethane for the remaining six months of 2009 is 10 cents per gallon.

Operating income guidance is unchanged for the distribution and energy services segments. The updated guidance reflects an increase in ONEOK Partners' operating income guidance, primarily from higher anticipated NGL product price differentials, partially offset by lower expected equity earnings.

The guidance was also updated to reflect increased capital expenditures. In the ONEOK Partners segment the increase is primarily due to higher costs associated with the Arbuckle Pipeline in the natural gas liquids pipelines business.

EARNINGS CONFERENCE CALL AND WEBCAST

ONEOK and ONEOK Partners management will conduct a joint conference call on Wednesday, Aug. 5, 2009, at 11 a.m. Eastern Daylight Time (10 a.m. Central Daylight Time). The call will also be carried live on ONEOK Partners' and ONEOK's Web sites.

To participate in the telephone conference call, dial 866-802-4305, pass code 1376622, or log on to www.oneokpartners.com or www.oneok.com.

If you are unable to participate in the conference call or the webcast, the replay will be available on ONEOK Partners' Web site, www.oneokpartners.com, and ONEOK's Web site, www.oneok.com, for 30 days. A recording will be available by phone for seven days. The playback call may be accessed at 866-837-8032, pass code 1376622.

ONEOK, Inc. (NYSE: OKE) is a diversified energy company. We are the general partner and own 45.1 percent of ONEOK Partners, L.P. (NYSE: OKS), one of the largest publicly traded master limited partnerships, which is a leader in the gathering, processing, storage and transportation of natural gas in the U.S. and owns one of the nation's premier natural gas liquids (NGL) systems, connecting NGL supply in the Mid-Continent and Rocky Mountain regions with key market centers. ONEOK is among the largest natural gas distributors in the United States, serving more than two million customers in Oklahoma, Kansas and Texas. Our energy services operation focuses primarily on marketing natural gas and related services throughout the U.S. ONEOK is a Fortune 500 company.

For information about ONEOK, Inc., visit the Web site: www.oneok.com.

Some of the statements contained and incorporated in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended. The forward-looking statements relate to our anticipated financial performance, management's plans and objectives for our future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "should," "goal," "forecast," "could," "may," "continue," "might," "potential," "scheduled" and other words and terms of similar meaning.

You should not place undue reliance on forward-looking statements, which are applicable only as of the date of this news release. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices. In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:

    --  the effects of weather and other natural phenomena on our operations,
        including energy sales and demand for our services and energy prices;
    --  competition from other United States and foreign energy suppliers and
        transporters, as well as alternative forms of energy, including, but not
        limited to, solar power, wind power, geothermal energy and biofuels such
        as ethanol and biodiesel;
    --  the status of deregulation of retail natural gas distribution;
    --  the capital intensive nature of our businesses;
    --  the profitability of assets or businesses acquired or constructed by us;
    --  our ability to make cost-saving changes in operations;
    --  risks of marketing, trading and hedging activities, including the risks
        of changes in energy prices or the financial condition of our
        counterparties;
    --  the uncertainty of estimates, including accruals and costs of
        environmental remediation;
    --  the timing and extent of changes in energy commodity prices;
    --  the effects of changes in governmental policies and regulatory actions,
        including changes with respect to income and other taxes, environmental
        compliance, climate change initiatives, and authorized rates of recovery
        of gas and gas transportation costs;
    --  the impact on drilling and production by factors beyond our control,
        including the demand for natural gas and refinery-grade crude oil;
        producers' desire and ability to obtain necessary permits; reserve
        performance; and capacity constraints on the pipelines that transport
        crude oil, natural gas and NGLs from producing areas and our facilities;
    --  changes in demand for the use of natural gas because of market
        conditions caused by concerns about global warming;
    --  the impact of unforeseen changes in interest rates, equity markets,
        inflation rates, economic recession and other external factors over
        which we have no control, including the effect on pension expense and
        funding resulting from changes in stock and bond market returns;
    --  our indebtedness could make us vulnerable to general adverse economic
        and industry conditions, limit our ability to borrow additional funds,
        and/or place us at competitive disadvantages compared to our competitors
        that have less debt, or have other adverse consequences;
    --  actions by rating agencies concerning the credit ratings of ONEOK and
        ONEOK Partners;
    --  the results of administrative proceedings and litigation, regulatory
        actions and receipt of expected clearances involving the Oklahoma
        Corporation Commission (OCC), Kansas Corporation Commission (KCC), Texas
        regulatory authorities or any other local, state or federal regulatory
        body, including the Federal Energy Regulatory Commission (FERC);
    --  our ability to access capital at competitive rates or on terms
        acceptable to us;
    --  risks associated with adequate supply to our gathering, processing,
        fractionation and pipeline facilities, including production declines
        that outpace new drilling;
    --  the risk that material weaknesses or significant deficiencies in our
        internal controls over financial reporting could emerge or that minor
        problems could become significant;
    --  the impact and outcome of pending and future litigation;
    --  the ability to market pipeline capacity on favorable terms, including
        the effects of:
        --  future demand for and prices of natural gas and NGLs;
        --  competitive conditions in the overall energy market;
        --  availability of supplies of Canadian and United States natural gas;
            and
        --  availability of additional storage capacity;
    --  performance of contractual obligations by our customers, service
        providers, contractors and shippers;
    --  the timely receipt of approval by applicable governmental entities for
        construction and operation of our pipeline and other projects and
        required regulatory clearances;
    --  our ability to acquire all necessary permits, consents or other
        approvals in a timely manner, to promptly obtain all necessary materials
        and supplies required for construction, and to construct gathering,
        processing, storage, fractionation and transportation facilities without
        labor or contractor problems;
    --  the mechanical integrity of facilities operated;
    --  demand for our services in the proximity of our facilities;
    --  our ability to control operating costs;
    --  adverse labor relations;
    --  acts of nature, sabotage, terrorism or other similar acts that cause
        damage to our facilities or our suppliers' or shippers'
        facilities;
    --  economic climate and growth in the geographic areas in which we do
        business;
    --  the risk of a prolonged slowdown in growth or decline in the U.S.
        economy or the risk of delay in growth recovery in the United States
        economy, including increasing liquidity risks in United States credit
        markets;
    --  the impact of recently issued and future accounting pronouncements and
        other changes in accounting policies;
    --  the possibility of future terrorist attacks or the possibility or
        occurrence of an outbreak of, or changes in, hostilities or changes in
        the political conditions in the Middle East and elsewhere;
    --  the risk of increased costs for insurance premiums, security or other
        items as a consequence of terrorist attacks;
    --  risks associated with pending or possible acquisitions and dispositions,
        including our ability to finance or integrate any such acquisitions and
        any regulatory delay or conditions imposed by regulatory bodies in
        connection with any such acquisitions and dispositions;
    --  the possible loss of gas distribution franchises or other adverse
        effects caused by the actions of municipalities;
    --  the impact of unsold pipeline capacity being greater or less than
        expected;
    --  the ability to recover operating costs and amounts equivalent to income
        taxes, costs of property, plant and equipment and regulatory assets in
        our state and FERC-regulated rates;
    --  the composition and quality of the natural gas and NGLs we gather and
        process in our plants and transport on our pipelines;
    --  the efficiency of our plants in processing natural gas and extracting
        and fractionating NGLs;
    --  the impact of potential impairment charges;
    --  the risk inherent in the use of information systems in our respective
        businesses, implementation of new software and hardware, and the impact
        on the timeliness of information for financial reporting;
    --  our ability to control construction costs and completion schedules of
        our pipelines and other projects; and

    --  the risk factors listed in the reports we have filed and may file with
        the Securities and Exchange Commission (SEC), which are incorporated by
        reference.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other factors could also have material adverse effects on our future results. These and other risks are described in greater detail in Part I, Item 1A, Risk Factors, in our Annual Report. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise. OKE-FE

    Analyst Contact:  Dan Harrison
                      918-588-7950

    Media Contact:    Megan Washbourne
                      918-588-7572

    ONEOK, Inc. and Subsidiaries
    CONSOLIDATED  STATEMENTS OF INCOME

                               Three Months Ended      Six Months Ended
                                   June 30,                June 30,
    (Unaudited)                2009        2008        2009        2008
    ----------------------     ----        ----        ----        ----
                          (Thousands of dollars, except per share amounts)

    Revenues               $2,227,627  $4,172,866  $5,017,454  $9,074,942
    Cost of sales and fuel  1,795,201   3,752,038   4,033,617   8,068,202
    ----------------------  ---------   ---------   ---------   ---------
    Net margin                432,426     420,828     983,837   1,006,740
    ----------------------    -------     -------     -------   ---------
    Operating expenses
      Operations and
       maintenance            184,874     171,431     346,593     339,423
      Depreciation and
       amortization            71,249      59,701     143,375     119,180
      General taxes            25,261      16,680      50,488      42,011
    ----------------------     ------      ------      ------      ------
    Total operating expenses  281,384     247,812     540,456     500,614
    ----------------------    -------     -------     -------     -------
    Gain (loss) on sale
     of assets                  3,762          (4)      4,426           9
    ----------------------      -----          --       -----          --
    Operating income          154,804     173,012     447,807     506,135
    ----------------------    -------     -------     -------     -------
    Equity earnings from
     investments               14,188      17,610      35,410      45,393
    Allowance for equity
     funds used during
     construction               9,468      11,676      18,471      20,172
    Other income                7,939         704       9,604       3,936
    Other expense              (1,399)       (407)     (5,343)     (5,015)
    Interest expense          (73,392)    (59,059)   (151,353)   (121,920)
    ----------------------    -------     -------    --------    --------
    Income before
     income taxes             111,608     143,536     354,596     448,701
    ----------------------    -------     -------     -------     -------
    Income taxes              (30,258)    (30,574)   (109,697)   (122,942)
    ----------------------    -------     -------    --------    --------
    Net income                 81,350     112,962     244,899     325,759
    Less: Net income
     attributable to
     noncontrolling
     interests                 39,671      71,097      80,935     140,057
    ----------------------     ------      ------      ------     -------
    Net income
     attributable to ONEOK    $41,679     $41,865    $163,964    $185,702
    ======================    =======     =======    ========    ========

    Earnings per share of
     common stock
      Net earnings per
       share, basic             $0.40       $0.40       $1.56       $1.78
      Net earnings per
       share, diluted           $0.39       $0.39       $1.55       $1.75
    ======================      =====       =====       =====       =====

    Average shares of
     common stock
     (thousands)
      Basic                   105,335     104,340     105,249     104,255
      Diluted                 105,950     106,072     105,848     105,947
    ======================    =======     =======     =======     =======

    Dividends declared
     per share of common
     stock                      $0.40       $0.38       $0.80       $0.76
    ====================        =====       =====       =====       =====



    ONEOK, Inc. and Subsidiaries
    CONSOLIDATED BALANCE SHEETS

                                                      June 30,   December 31,
    (Unaudited)                                         2009        2008
    -------------------------------------------         ----        ----
    Assets                                           (Thousands of dollars)
    Current assets
      Cash and cash equivalents                        $47,038     $510,058
      Accounts receivable, net                         771,196    1,265,300
      Gas and natural gas liquids in storage           564,530      858,966
      Commodity exchanges and imbalances                53,417       56,248
      Energy marketing and risk management assets      168,457      362,808
      Other current assets                             189,277      324,222
    -------------------------------------------        -------      -------
        Total current assets                         1,793,915    3,377,602
    -------------------------------------------      ---------    ---------

    Property, plant and equipment
      Property, plant and equipment                  9,880,620    9,476,619
      Accumulated depreciation and amortization      2,289,760    2,212,850
    -------------------------------------------      ---------    ---------
        Net property, plant and equipment            7,590,860    7,263,769
    -------------------------------------------      ---------    ---------

    Investments and other assets
      Goodwill and intangible assets                 1,034,393    1,038,226
      Energy marketing and risk management assets       47,163       45,900
      Investments in unconsolidated affiliates         735,394      755,492
      Other assets                                     631,998      645,073
    -------------------------------------------        -------      -------
        Total investments and other assets           2,448,948    2,484,691
    -------------------------------------------      ---------    ---------
        Total assets                               $11,833,723  $13,126,062
    ===========================================    ===========  ===========



    ONEOK, Inc. and Subsidiaries
    CONSOLIDATED BALANCE SHEETS
                                                  June 30,    December 31,
    (Unaudited)                                     2009          2008
    -----------------------------                   ----          ----
    Liabilities and shareholders' equity         (Thousands of dollars)
    Current liabilities
      Current maturities of long-term debt        $268,205      $118,195
      Notes payable                                689,910     2,270,000
      Accounts payable                             826,414     1,122,761
      Commodity exchanges and imbalances           166,847       188,030
      Energy marketing and risk management
       liabilities                                  41,485       175,006
      Other current liabilities                    444,182       319,772
    -----------------------------                  -------       -------
        Total current liabilities                2,437,043     4,193,764
    -----------------------------                ---------     ---------

    Long-term debt, excluding current
     maturities                                  4,346,285     4,112,581

    Deferred credits and other liabilities
      Deferred income taxes                        867,015       890,815
      Energy marketing and risk management
       liabilities                                   8,301        46,311
      Other deferred credits                       762,213       715,052
    -----------------------------                  -------       -------
        Total deferred credits and other
         liabilities                             1,637,529     1,652,178
    -----------------------------                ---------     ---------

    Commitments and contingencies

    Shareholders' equity

    ONEOK shareholders' equity
      Common stock, $0.01 par value:
       authorized 300,000,000 shares; issued
       122,180,571 shares and outstanding
       105,371,561 shares at June 30, 2009;
       issued 121,647,007 shares and
       outstanding 104,845,231 shares at
       December 31, 2008                             1,222         1,216
      Paid in capital                            1,308,141     1,301,153
      Accumulated other comprehensive loss         (82,960)      (70,616)
      Retained earnings                          1,632,795     1,553,033
      Treasury stock, at cost: 16,809,010
       shares at June 30, 2009 and
       16,801,776 shares at
       December 31, 2008                          (696,805)     (696,616)
    -----------------------------                 --------      --------
        Total ONEOK shareholders' equity         2,162,393     2,088,170
    -----------------------------                ---------     ---------

    Noncontrolling interests in
     consolidated subsidiaries                   1,250,473     1,079,369
    -----------------------------                ---------     ---------
          Total shareholders' equity             3,412,866     3,167,539
    -----------------------------                ---------     ---------
          Total liabilities and
           shareholders' equity                $11,833,723   $13,126,062
    =============================              ===========   ===========



    ONEOK, Inc. and Subsidiaries
    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                           Six Months Ended
                                                                June 30,
    (Unaudited)                                             2009       2008
    -----------------------------------------               ----       ----
                                                       (Thousands of dollars)
    Operating activities
      Net income                                          $244,899  $325,759
      Depreciation and amortization                        143,375   119,180
      Allowance for equity funds used during
       construction                                        (18,471)  (20,172)
      Gain on sale of assets                                (4,426)       (9)
      Equity earnings from investments                     (35,410)  (45,393)
      Distributions received from unconsolidated
       affiliates                                           38,233    39,904
      Deferred income taxes                                 40,865    65,374
      Stock-based compensation expense                       8,551    14,416
      Allowance for doubtful accounts                        1,663     6,965
      Changes in assets and liabilities:
        Accounts receivable                                492,441   194,146
        Gas and natural gas liquids in storage             285,271   (85,083)
        Accounts payable                                  (324,364)  261,530
        Commodity exchanges and imbalances, net            (18,352)   53,881
        Energy marketing and risk management assets
         and liabilities                                    35,373    77,033
        Unrecovered purchased gas costs                     42,766    18,185
        Fair value of firm commitments                     179,582  (350,626)
        Other assets and liabilities                       (36,144) (140,285)
    -----------------------------------------              -------  --------
        Cash provided by operating activities            1,075,852   534,805
    -----------------------------------------            ---------   -------

    Investing activities
      Changes in investments in unconsolidated
       affiliates                                           17,393     6,480
      Capital expenditures (less allowance for equity
       funds used during construction)                    (407,600) (640,048)
      Proceeds from sale of assets                          10,029       201
      Proceeds from insurance                                    -     9,792
      Acquisitions                                               -     2,450
    -----------------------------------------                -----     -----
        Cash used in investing activities                 (380,178) (621,125)
    -----------------------------------------             --------  --------

    Financing activities
      Borrowing (repayment) of notes payable, net         (710,090)  598,893
      Repayment of notes payable with maturities over
       90 days                                            (870,000)        -
      Issuance of debt, net of discounts                   498,325         -
      Long-term debt financing costs                        (4,000)        -
      Payment of debt                                     (107,970) (408,789)
      Repurchase of common stock                              (250)      (29)
      Issuance of common stock                               4,342     5,786
      Issuance of common units, net of discounts           220,458   146,969
      Dividends paid                                       (84,202)  (79,212)
      Distributions to noncontrolling
       interests                                          (105,307)  (97,659)
    -----------------------------------------             --------   -------
        Cash provided by (used in) financing
         activities                                     (1,158,694)  165,959
    -----------------------------------------           ----------   -------
          Change in cash and cash equivalents             (463,020)   79,639
          Cash and cash equivalents at beginning
           of period                                       510,058    19,105
    -----------------------------------------              -------    ------
          Cash and cash equivalents at end
           of period                                       $47,038   $98,744
    =========================================              =======   =======



    ONEOK, Inc. and Subsidiaries
    INFORMATION AT A GLANCE
                                               Three Months    Six Months
                                                   Ended          Ended
                                                 June 30,       June 30,
    (Unaudited)                                2009    2008    2009   2008
    ---------------                            ----    ----    ----   ----
                                        (Millions of dollars, except as noted)

    ONEOK Partners
    Net margin                               $262.0  $280.9  $515.6 $549.5
    Operating costs                          $100.5   $87.2  $190.0 $175.2
    Depreciation and amortization             $40.0   $30.0   $79.9  $60.0
    Operating income                         $124.8  $163.7  $249.6 $314.3
    Natural gas gathered (BBtu/d) (a)         1,130   1,185   1,147  1,188
    Natural gas processed (BBtu/d) (a)          658     651     655    637
    Natural gas transportation capacity
     contracted (MMcf/d)                      5,264   4,816   5,205  4,883
    Residue gas sales (BBtu/d) (a)              291     281     288    279
    NGLs gathered (MBbl/d)                      364     253     344    252
    NGL sales (MBbl/d)                          401     265     391    275
    NGLs fractionated (MBbl/d)                  479     371     472    381
    NGLs transported (MBbl/d)                   461     308     453    305
    Capital expenditures                     $129.4  $257.5  $321.9 $524.6
    Conway-to-Mont Belvieu OPIS average
     price differential Ethane ($/gallon)     $0.12   $0.13   $0.10  $0.11
    Realized composite NGL sales price
     ($/ gallon) (a)                          $0.69   $1.49   $0.67  $1.41
    Realized condensate sales price
     ($/Bbl) (a)                             $72.15 $102.77  $67.04 $95.82
    Realized residue gas sales price
     ($/ MMBtu) (a)                           $2.79   $9.42   $3.18  $8.41
    Realized gross processing spread
     ($/ MMBtu) (a)                           $6.34   $6.69   $6.34  $7.06

    (a) - Statistics relate to ONEOK Partners' natural gas gathering and
     processing business.

    Distribution
    ---------------
    Net margin                               $139.6  $135.0  $374.1 $366.7
    Operating costs                           $99.4   $93.9  $189.5 $188.1
    Depreciation and amortization             $30.7   $29.1   $62.3  $58.0
    Operating income                           $9.9   $12.0  $122.7 $120.6
    Capital expenditures                      $32.6   $39.7   $77.3  $70.4
    Natural gas volumes (Bcf)
      Gas sales                                22.0    22.1    95.6  102.9
      Transportation                           47.4    47.1   103.4  109.2
    Natural gas margins
      Net margin on gas sales                $108.9  $105.8  $305.0 $299.8
      Transportation revenues                 $19.2   $18.8   $45.8  $46.0

    Energy Services
    ---------------
    Net margin                                $30.1    $4.2   $92.7  $89.0
    Operating costs                           $10.5    $8.4   $18.0  $18.5
    Depreciation and amortization              $0.2    $0.2    $0.3   $0.6
    Operating income                          $19.4   $(4.4)  $74.4  $69.9
    Natural gas marketed (Bcf)                  258     265     586    605
    Natural gas gross margin ($/Mcf)          $0.11   $0.01   $0.15  $0.10
    Physically settled volumes (Bcf)            544     561   1,178  1,196



    ONEOK, Inc. and Subsidiaries
    CONSOLIDATING INCOME STATEMENT

                                    Three Months Ended June 30, 2009

                                    ONEOK      Consolidating
    (Unaudited)           ONEOK    Partners       Entries      Consolidated
    ----------------      -----    --------       -------      ------------
                                          (Millions of dollars)
    Operating income
      ONEOK Partners        $-        $125           $-            $125
      Distribution          10           -            -              10
      Energy Services       19           -            -              19
      Other                  1           -            -               1
    ----------------        --          --           --              --
    Operating income        30         125            -             155
    ----------------        --         ---           --             ---
    Equity in
     earnings of ONEOK
     Partners               58           -          (58)              -
    Other income
     (expense)               3          27            -              30
    Interest expense       (22)        (51)           -             (73)
    Income taxes           (27)         (3)           -             (30)
    ----------------       ---          --          ---             ---
    Net income              42          98          (58)             82
    Less: Net income
     attributable to
     noncontrolling
     interests               -           -           40              40
    ----------------       ---         ---         ----              --
    Net income
     attributable to
     ONEOK                 $42         $98         $(98)            $42
    ================       ===         ===         ====             ===


                                 Six Months Ended June 30, 2009

                                   ONEOK     Consolidating
    (Unaudited)         ONEOK    Partners       Entries       Consolidated
    ----------------   -------  ----------     ---------     --------------
                                       (Millions of dollars)
    Operating income
      ONEOK Partners        $-        $250           $-            $250
      Distribution         123           -            -             123
      Energy Services       74           -            -              74
      Other                  1           -            -               1
    ----------------        --          --           --              --
    Operating
     income                198         250            -             448
    ----------------       ---         ---          ---             ---
    Equity in
     earnings of ONEOK
     Partners              116           -         (116)              -
    Other income
     (expense)               3          55            -              58
    Interest expense       (49)       (102)           -            (151)
    Income taxes          (104)         (6)           -            (110)
    ----------------      ----          --         ----            ----
    Net income             164         197         (116)            245
    Less: Net income
     attributable to
     noncontrolling
     interests               -           -           81              81
    ----------------      ----        ----        -----            ----
    Net income
     attributable to
     ONEOK                $164        $197        $(197)           $164
    ================      ====        ====        =====            ====



    ONEOK, Inc. and Subsidiaries
    CONSOLIDATING INCOME STATEMENT

                                       Three Months Ended June 30, 2008
                                         ONEOK   Consolidating
    (Unaudited)                  ONEOK  Partners     Entries     Consolidated
    ----------------             -----  --------     -------     ------------
                                             (Millions of dollars)
    Operating income
      ONEOK Partners                $-      $164             $-          $164
      Distribution                  12         -              -            12
      Energy Services               (4)        -              -            (4)
      Other                          1         -              -             1
    ----------------                --        --             --            --
    Operating income                 9       164              -           173
    ----------------                --       ---            ---           ---
    Equity in earnings of ONEOK
     Partners                       84         -            (84)            -
    Other income (expense)           -        30              -            30
    Interest expense               (24)      (35)             -           (59)
    Income taxes                   (27)       (4)             -           (31)
    ----------------              ----        --           ----          ----
    Net income                      42       155            (84)          113
    Less: Net income
     attributable to
     noncontrolling
     interests                       -         -             71            71
    ----------------               ---      ----           ----           ---
    Net income attributable to
     ONEOK                         $42      $155          $(155)          $42
    ================               ===      ====          =====           ===


                                        Six Months Ended June 30, 2008

                                         ONEOK    Consolidating
    (Unaudited)                  ONEOK  Partners     Entries       Consolidated
    ----------------             -----  --------     -------       ------------
                                             (Millions of dollars)
    Operating income
      ONEOK Partners                $-      $314             $-          $314
      Distribution                 121         -              -           121
      Energy Services               70         -              -            70
      Other                          1         -              -             1
    ----------------                --        --             --            --
    Operating income               192       314              -           506
    ----------------               ---       ---            ---           ---
    Equity in earnings of ONEOK
     Partners                      160         -           (160)            -
    Other income (expense)          (1)       66              -            65
    Interest expense               (49)      (73)             -          (122)
    Income taxes                  (116)       (7)             -          (123)
    ----------------              ----        --           ----          ----
    Net income                     186       300           (160)          326
    Less: Net income
     attributable to
     noncontrolling
     interests                       -         -            140           140
    ----------------              ----      ----          -----          ----
    Net income attributable to
     ONEOK                        $186      $300          $(300)         $186
    ================              ====      ====          =====          ====



    ONEOK, Inc. and Subsidiaries
    REGULATION G GAAP RECONCILIATION
    ONEOK, Inc. Stand-Alone Cash Flow, Before Changes in Working Capital

                                                           Six Months Ended
    (Unaudited)                                             June 30, 2009
    -----------------------------------------------        ----------------
                                                        (Millions of dollars)

    Net income attributable to ONEOK                            $164.0
    Depreciation and amortization                                 63.5
    Gain on sale of assets                                        (0.5)
    Equity earnings from investments                            (116.2)
    Distributions received from unconsolidated
     affiliates                                                  138.3
    Deferred income taxes                                         37.2
    Stock-based compensation expense                               8.6
    Allowance for doubtful accounts                                1.7
    -----------------------------------------------             ------
    Cash flow, before changes in working capital (a)            $296.6
    ================================================            ======

    (a) ONEOK stand-alone cash flow, before changes in working capital, is a
    non-GAAP financial measure used by management, industry analysts,
    investors, lenders and rating agencies to assess the financial performance
    and the operating results of our fundamental business activities.  ONEOK
    stand-alone cash flow, before changes in working capital, should not be
    considered in isolation or as a substitute for net income, income from
    operations or other measures of cash flow.



    ONEOK, Inc. and Subsidiaries                                  Exhibit A
    EARNINGS GUIDANCE*

                                               Updated    Previous
                                                 2009       2009
                                               Guidance   Guidance     Change
                                               --------   --------     ------
                               (Millions of dollars, except per share amounts)

    Operating income
    --------------------------------
      ONEOK Partners                             $537       $521        $16
      Distribution                                200        200          -
      Energy Services                             115        115          -
      Other                                         1          1          -
    ----------------                             ----       ----        ---
    Operating income                              853        837         16
    Equity earnings from investments               80         91        (11)
    Other income (expense)                         12          7          5
    Interest expense                             (312)      (313)         1
    ----------------                             ----       ----         --
    Income before income taxes                    633        622         11
    ----------------                              ---        ---         --
    Income taxes                                 (185)      (186)         1
    --------------------------------             ----       ----        --
    Net income                                    448        436         12
    Less: Net income attributable to
     noncontrolling interests                     177        167         10
    --------------------------------              ---        ---         --
    Net income attributable to ONEOK             $271       $269         $2
    ================================             ====       ====         ==

    --------------------------------            -----      -----      -----
    Net earnings per share, diluted             $2.55      $2.50      $0.05
    ================================            =====      =====      =====

    Average shares of common stock, diluted
     (millions)                                 106.0      107.4       (1.4)

    Capital expenditures
    --------------------------------             ----       ----       ----
      ONEOK Partners                             $570       $425       $145
      Distribution                                158        137         21
      Other                                        17         19         (2)
    --------------------------------               --         --         --
    Total capital expenditures                   $745       $581       $164
    ================================             ====       ====       ====


    *Amounts shown are midpoints of ranges provided.

SOURCE ONEOK, Inc.


http://www.oneok.com