ONEOK Partners Reports Second-quarter 2009 Results; Updates 2009 Earnings Guidance

August 04, 2009

TULSA, Okla., Aug 04, 2009 /PRNewswire-FirstCall via COMTEX News Network/ -- ONEOK Partners, L.P. (NYSE: OKS) today announced second-quarter 2009 earnings of 81 cents per unit, compared with $1.46 per unit for the second quarter 2008. Net income attributable to ONEOK Partners was $97.5 million in the second quarter 2009, compared with $154.5 million in the same period in 2008.

Year-to-date 2009 net income attributable to ONEOK Partners was $197.1 million, or $1.66 per unit, compared with $299.5 million, or $2.94 per unit, in the prior year.

The partnership also updated its 2009 limited partners' net income per unit guidance to the range of $3.25 to $3.65 per unit from its previous range of $3.15 to $3.75 per unit. The partnership's distributable cash flow is expected to be in the range of $505 million to $545 million.

"The partnership posted solid results in the second quarter, benefiting from continued volume growth in both the natural gas and natural gas liquids businesses, despite significantly lower commodity prices," said John W. Gibson, chairman and chief executive officer of ONEOK Partners. "We also raised $241 million of equity through a common unit offering, providing the partnership with additional financial flexibility to fund its growth and maintain a balanced capital structure.

"We are nearing completion of the $2 billion of internal growth projects that we started in 2007, as we have just completed construction on the Arbuckle natural gas liquids pipeline in late July," Gibson said. "The committed throughput from these projects will continue to increase over the next few years as additional supplies are connected to our natural gas liquids infrastructure," Gibson added.

Cash flow, as measured by earnings before interest, taxes, depreciation and amortization (EBITDA), was $182.0 million in the second quarter 2009, compared with $212.0 million in 2008. Distributable cash flow (DCF) for the second quarter 2009 was $130.9 million, or $1.17 per unit, compared with $176.9 million, or $1.72 per unit, in the second quarter 2008.

Year-to-date 2009 EBITDA was $366.3 million, compared with $420.2 million in the same period last year. DCF for the first six months of 2009 was $265.4 million, or $2.40 per unit, compared with $335.8 million, or $3.37 per unit, in the same period last year.

Operating income for the second quarter 2009 was $124.8 million, compared with $163.7 million for the second quarter 2008. For the first six months of 2009, operating income was $249.6 million, compared with $314.3 million the prior year. The decreases in both the three- and six-month periods were due primarily to significantly lower realized commodity prices in the natural gas gathering and processing segment and lower realized NGL product price differentials in the natural gas liquids gathering and fractionation segment. These decreases were partially offset by increased NGL throughput in the natural gas liquids businesses, primarily associated with the completion of the Overland Pass Pipeline, and incremental natural gas transportation margins as a result of the Guardian Pipeline expansion and extension.

Operating costs were $100.5 million in the second quarter 2009, compared with $87.2 million in the same period last year. Operating costs for the six months ended June 30, 2009, were $190.0 million, compared with $175.2 million in the same period last year. Operating costs for the three- and six-month 2009 periods increased due to higher operating expenses at fractionation facilities, including incremental expenses associated with the recently expanded Bushton fractionator that began operations in the third quarter 2008; and incremental expenses associated with the Overland Pass Pipeline.

SECOND-QUARTER 2009 SUMMARY INCLUDES:

    --  Operating income of $124.8 million, compared with $163.7 million in the
        second quarter last year;
    --  Natural gas gathering and processing segment operating income of $40.9
        million, compared with $76.2 million in the second quarter 2008;
    --  Natural gas pipelines segment operating income of $31.7 million,
        compared with $37.7 million in the second quarter 2008;
    --  Natural gas liquids gathering and fractionation segment operating income
        of $34.5 million, compared with $41.7 million in the second quarter
        2008;
    --  Natural gas liquids pipelines segment operating income of $17.8 million,
        compared with $9.9 million in the second quarter 2008;
    --  Equity earnings from investments of $14.2 million, compared with $17.6
        million in the second quarter 2008;
    --  Capital expenditures of $129.4 million, compared with $257.5 million in
        the second quarter 2008;
    --  Completing a public offering of common units, generating net proceeds of
        approximately $241.3 million;
    --  Having $360.0 million outstanding under the partnership's $1.0
        billion revolving credit facility at June 30, 2009;
    --  Declaring a quarterly cash distribution of $1.08 per unit payable on
        Aug. 14, 2009, to unitholders of record as of July 31, 2009; and

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

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

Natural Gas Gathering and Processing Segment

The natural gas gathering and processing segment reported second-quarter 2009 operating income of $40.9 million, compared with $76.2 million in the second quarter 2008.

Second-quarter 2009 results decreased $34.0 million due to lower realized natural gas, NGL and condensate prices. Operating costs in the second quarter 2009 were $34.0 million, compared with $32.8 million in the same period last year.

Operating income for the six months was $80.6 million in 2009, compared with $135.2 million in the same period last year.

Six-month 2009 results decreased primarily due to $61.4 million in lower realized natural gas, NGL and condensate prices, partially offset by a $7.4 million increase from higher volumes processed and sold. Operating costs for the segment were unchanged from the six-month period in 2008.

Depreciation and amortization expense increased for both the three- and six-month periods ended June 30, 2009, compared with 2008, primarily as a result of completed capital projects.

Equity earnings from investments decreased for both the three- and six-month periods ended June 30, 2009, compared with the prior year, primarily as a result of lower volumes in various gathering system investments.

The following table contains margin information for the periods indicated. NGL shrink, plant fuel and condensate shrink refer to the Btus that are removed from natural gas through the gathering and processing operation.

                                    Three Months Ended      Six Months Ended
                                         June 30,               June 30,
                                     2009         2008       2009       2008
    -------------------              ----         ----       ----       ----
    Percent of proceeds
      Wellhead purchases (MMBtu/d)  56,788       69,389     58,632     69,960
      NGL sales (Bbl/d)              5,346        5,111      5,210      4,960
      Residue gas sales (MMBtu/d)   41,054       36,947     38,979     36,776
      Condensate sales (Bbl/d)       1,825        1,844      1,925      1,833
      Percentage of total net
       margin                           49%          64%        49%        62%
    Fee-based
      Wellhead volumes (MMBtu/d) 1,130,169    1,184,654  1,146,681  1,188,169
      Average rate ($/MMBtu)         $0.31        $0.26      $0.30      $0.26
      Percentage of total net
       margin                           36%          21%        36%        22%
    Keep whole
      NGL shrink (MMBtu/d)          18,874       22,433     18,528     22,970
      Plant fuel (MMBtu/d)           2,166        2,313      2,174      2,400
      Condensate shrink (MMBtu/d)    2,042        2,242      2,113      2,127
      Condensate sales (Bbl/d)         413          454        428        430
      Percentage of total net
       margin                           15%          15%        15%        16%
    -------------------------           --           --         --         --

The natural gas gathering and processing segment is exposed to commodity price risk, primarily NGLs, as a result of receiving commodities in exchange for services. The following table provides updated hedging information in the natural gas gathering and processing segment for the remainder of 2009 and for 2010:

                            Six Months Ending December 31, 2009
                            -------------------------------------
                            Volumes                    Percentage
                            Hedged    Average Price      Hedged
    -----------             -------   -------------    ----------
    NGLs (Bbl/d) (a)         6,445    $1.08 / gallon       75%
    Condensate
     (Bbl/d) (a)             1,449    $2.18 / gallon       72%
    ----------               -----    ----- --------      ---
      Total
       (Bbl/d)               7,894    $1.29 / gallon       74%
      ========               =====    ===== ========      ===
    Natural
     gas (MMBtu/d)           8,753    $4.20 / MMBtu        45%
    --------------           -----    ----- -------       ---

    (a) - Hedged with fixed-price swaps.


                               Year Ending December 31, 2010
                           --------------------------------------
                           Volumes                     Percentage
                            Hedged   Average Price       Hedged
    -----------            --------   -------------     ---------
    NGLs (Bbl/d) (a)           451    $1.37 / gallon        5%
    Condensate
     (Bbl/d) (a)             1,072    $1.70 / gallon       49%
    ----------               -----    ----- --------      ---
      Total
       (Bbl/d)               1,523    $1.60 / gallon       14%
      ========               =====    ===== ========      ===
    Natural
     gas (MMBtu/d)           7,828    $5.71 / MMBtu        37%
    --------------           -----    ----- -------       ---

    (a) - Hedged with fixed-price swaps.

The partnership currently estimates that a 1 cent per gallon decrease in the composite price of NGLs would decrease annual net margin by approximately $1.2 million. A $1.00 per barrel decrease in the price of crude oil would decrease annual net margin by approximately $1.0 million. Also, a 10 cent per MMBtu decrease in the price of natural gas would decrease annual net margin by approximately $0.7 million. All of these sensitivities exclude the effects of hedging and assume normal operating conditions.

Natural Gas Pipelines Segment

The natural gas pipelines segment reported second-quarter 2009 operating income of $31.7 million, compared with $37.7 million for the second quarter 2008.

Second-quarter 2009 results include an $8.3 million increase in transportation margins, primarily as a result of the Guardian Pipeline expansion and extension being placed into service in February 2009, partially offset by a $7.4 million decrease from the effect of lower natural gas prices on retained fuel.

Operating costs were $24.5 million in the second quarter 2009, compared with $20.5 million in 2008, primarily due to increased general taxes. Depreciation and amortization expense was $10.6 million in the second quarter 2009, compared with $8.5 million in the same period last year, primarily as a result of the completed Guardian Pipeline expansion and extension project.

Operating income for the six months 2009 was $64.3 million, compared with $69.4 million in the same period in 2008.

Six-month 2009 results reflect $13.2 million from increased transportation margins, primarily as a result of the Guardian Pipeline expansion and extension project, partially offset by an $11.7 million decrease from the effect of lower natural gas prices on retained fuel.

Operating costs for the six-months 2009 were relatively unchanged from the same period last year. Depreciation and amortization expense was $23.4 million for the six-month period 2009, compared with $17.0 million in the same period last year, primarily as a result of the completed Guardian Pipeline expansion and extension project.

Equity earnings from investments were $5.6 million in the second quarter 2009, compared with $9.2 million in the same period in 2008. Six-month 2009 equity earnings from investments were $21.8 million, compared with $29.2 million in the same period in 2008. The decreases were primarily due to lower subscription volumes and rates on the Northern Border Pipeline, in which the partnership has a 50 percent interest.

Natural Gas Liquids Gathering and Fractionation Segment

The natural gas liquids gathering and fractionation segment reported second-quarter 2009 operating income of $34.5 million, compared with $41.7 million for the second quarter 2008.

Second-quarter 2009 results benefited $20.3 million from higher volumes, primarily associated with the Overland Pass Pipeline, as well as new supply connections; offset by $14.8 million in higher tariff costs paid to the natural gas liquids pipelines segment; and a $7.1 million decrease as a result of narrower NGL product price differentials.

Operating income for the six months 2009 was $64.5 million, compared with $87.0 million in 2008.

Six-month 2009 results benefited $41.6 million from higher volumes, primarily associated with the Overland Pass Pipeline, as well as new supply connections; but was more than offset by $25.6 million in higher tariff costs paid to the natural gas liquids pipelines segment; and a $28.0 million decrease as a result of narrower NGL product price differentials.

Operating costs were $25.5 million in the second quarter 2009, compared with $20.0 million in the second quarter 2008. Six-month 2009 operating costs were $48.3 million, compared with $38.6 million in the same period last year. The increases resulted primarily from higher operating costs at fractionation facilities, which included incremental expenses associated with the recently expanded Bushton fractionator that began operations in the third quarter 2008.

The Conway-to-Mont Belvieu average price differential for ethane in the second quarter 2009, based on Oil Price Information Service (OPIS) pricing, was 12 cents per gallon, compared with 13 cents per gallon in the same period in 2008. For the six months 2009, the average OPIS price differential for ethane was 10 cents per gallon, compared with 11 cents per gallon in the same period last year.

Natural Gas Liquids Pipelines Segment

The natural gas liquids pipelines segment reported second-quarter 2009 operating income of $17.8 million, compared with $9.9 million for the second quarter 2008.

Second-quarter 2009 results increased $18.0 million due to increased volumes, primarily associated with the Overland Pass Pipeline including tariffs received from the natural gas liquids gathering and fractionation segment, as well as new supply connections. Operating costs were $19.1 million in the second quarter 2009, compared with $13.8 million in the same period last year. Depreciation and amortization expense was $7.1 million in the second quarter 2009, compared with $3.7 million in 2008. These increases were due primarily to incremental operating expenses associated with the Overland Pass Pipeline.

Operating income for the six months 2009 was $40.1 million, compared with $23.7 million in 2008.

Six-month 2009 results increased $31.6 million due to increased volumes, primarily from the Overland Pass Pipeline including tariffs received from the natural gas liquids gathering and fractionation segment, as well as new supply connections.

Six-month 2009 operating costs for the segment were $34.7 million, compared with $27.2 million in the same period last year. Depreciation and amortization expense was $13.4 million for the six months 2009, compared with $7.8 million in the same period in 2008. These increases were due primarily to incremental operating expenses associated with the Overland Pass Pipeline.

GROWTH ACTIVITIES

The partnership is nearing completion of approximately $2 billion of internally generated growth projects. Following is a status report on current projects (all cost estimates exclude allowance for funds used during construction, or AFUDC):

In late July 2009, construction on the Arbuckle Pipeline was completed. The 440-mile NGL pipeline extends from southern Oklahoma through the Barnett Shale of north Texas and on to the partnership's fractionation and storage facilities at Mont Belvieu on the Texas Gulf Coast. The pipeline has the capacity to transport 160,000 barrels per day (bpd) of unfractionated NGLs, expandable to 210,000 bpd with additional pump facilities. The estimated cost for the pipeline is approximately $490 million. During the third quarter 2009, flow on the pipeline is expected to reach 65,000 bpd, and supply commitments from producers are sufficient to fill the expanded 210,000 bpd capacity level over the next three to five years.

In March 2009, the $70 million D-J Basin Lateral Pipeline, a 125-mile pipeline connecting the Denver-Julesburg Basin with the Overland Pass Pipeline, was placed into service. The pipeline has the capacity to transport as much as 55,000 bpd of unfractionated NGLs. Volumes are expected to exceed 31,000 bpd on this pipeline during the third quarter 2009, with an additional 10,000 bpd in the next two years.

In November 2008, the Overland Pass Pipeline - the $575 million, 760-mile NGL pipeline extending from Opal, Wyo., to Conway, Kan. - was placed into full service with the capacity to transport approximately 110,000 bpd of unfractionated NGLs. The Overland Pass Pipeline Company is a joint venture with a subsidiary of The Williams Companies, Inc., which owns 1 percent. Currently, approximately 98,000 bpd are flowing on Overland Pass, and the pipeline's capacity can be increased to approximately 255,000 bpd with additional pump facilities. By the end of the third quarter 2009, when the Piceance Lateral Pipeline is anticipated to be in service, volumes are expected to be approximately 140,000 bpd on Overland Pass.

In October 2008, the partnership began construction on the Piceance Lateral Pipeline, a 150-mile pipeline connecting the Piceance Basin with the Overland Pass Pipeline. The project is expected to cost in the range of $110 million to $140 million and be completed in the third quarter 2009. The pipeline will have the capacity to transport as much as 100,000 bpd of unfractionated NGLs. Initial flow on this pipeline is expected to be approximately 37,000 bpd.

The partnership has identified approximately $300 million of potential growth projects per year between 2010 and 2015, two-thirds of which are in the natural gas liquids businesses.

2009 EARNINGS GUIDANCE

The partnership updated its 2009 limited partners' net income per unit guidance to the range of $3.25 to $3.65 per unit from its previous range of $3.15 to $3.75 per unit. The partnership's distributable cash flow is expected to be in the range of $505 million to $545 million. Exhibits A and B include updated information on the partnership's 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 OPIS average price differential used for ethane for the remaining six months of 2009 is 10 cents per gallon.

The earnings-per-unit calculation has been updated as a result of the June equity offering. The guidance also reflects additional interest expense associated with a $500 million debt offering in March, which was partially offset by lower interest on the partnership's revolving credit facility. This higher expense was offset by increased other income from higher equity AFUDC than in previous guidance.

Operating income guidance increased, compared with previous guidance, due primarily to higher anticipated NGL product price differentials in the partnership's natural gas liquids gathering and fractionation segment. This increase is partially offset by lower expected equity earnings due primarily to lower volumes in the natural gas gathering and processing segment's equity investments.

The guidance was also updated to reflect increased capital expenditures, primarily due to the increased costs associated with the Arbuckle Pipeline in the natural gas liquids pipelines segment.

EARNINGS CONFERENCE CALL AND WEBCAST

ONEOK Partners and ONEOK 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.

NON-GAAP FINANCIAL MEASURES

The partnership has disclosed in this news release EBITDA and DCF amounts that are non-GAAP financial measures. Management believes EBITDA and DCF provide useful information to investors as a measure of comparison with peer companies. However, these calculations may vary from company to company, so the partnership's computations may not be directly comparable with those of other companies. DCF is not necessarily the same as available cash as defined in the Partnership Agreement. Management further uses EBITDA to compare the financial performance of its segments and to internally manage those business segments. Reconciliations of EBITDA to net income and operating income and computations of DCF are included in the financial tables attached to this news release.

ONEOK Partners, L.P. (NYSE: OKS) is one of the largest publicly traded master limited partnerships and 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. Its general partner is a wholly owned subsidiary of ONEOK, Inc. (NYSE: OKE), a diversified energy company, which owns 45.1 percent of the partnership. ONEOK is one of the largest natural gas distributors in the United States, and its energy services operation focuses primarily on marketing natural gas and related services throughout the U.S.

For more information about ONEOK Partners, L.P., visit: www.oneokpartners.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,
        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 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, 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;
    --  difficulties or delays experienced by trucks or pipelines in delivering
        products to or from our terminals or pipelines;
    --  changes in demand for the use of natural gas because of market
        conditions caused by concerns about global warming;
    --  conflicts of interest between us, our general partner, ONEOK Partners
        GP, and related parties of ONEOK Partners GP;
    --  the impact of unforeseen changes in interest rates, equity markets,
        inflation rates, economic recession and other external factors over
        which we have no control;
    --  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 us or our
        general partner;
    --  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 control 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 and 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;
    --  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 U.S. economy,
        including increasing liquidity risks in U.S. 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 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. OKS-FE

    Analyst Contact:         Christy Williamson
                             918-588-7163
    Media Contact:           Brad Borror
                             918-588-7582

    ONEOK Partners, L.P. 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 unit amounts)

    Revenues                   $1,397,057  $2,143,892  $2,647,922  $4,202,927
    Cost of sales and fuel      1,135,075   1,862,959   2,132,399   3,653,469
    ----------------------      ---------   ---------   ---------   ---------
    Net margin                    261,982     280,933     515,523     549,458
    ----------                    -------     -------     -------     -------
    Operating expenses
      Operations and
       maintenance                 87,712      80,532     165,391     157,473
      Depreciation and
       amortization                39,953      30,033      79,893      59,975
      General taxes                12,795       6,626      24,562      17,767
      -------------                ------       -----      ------      ------
    Total operating expenses      140,460     117,191     269,846     235,215
    ------------------------      -------     -------     -------     -------
    Gain (loss) on sale of
     assets                         3,276          (3)      3,940          28
    ----------------------          -----          --       -----          --
    Operating income              124,798     163,739     249,617     314,271
    ----------------              -------     -------     -------     -------
    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                    3,424         676       3,815       2,734
    Other expense                    (383)        (36)     (2,429)     (2,167)
    Interest expense              (50,888)    (34,705)   (101,796)    (73,234)
    ----------------              -------     -------    --------     -------
    Income before income
     taxes                        100,607     158,960     203,088     307,169
    --------------------          -------     -------     -------     -------
    Income taxes                   (3,068)     (4,305)     (5,939)     (7,373)
    -------------                  ------      ------      ------      ------
    Net income                     97,539     154,655     197,149     299,796
    Less: Net income
     attributable to
     noncontrolling interests           1         134          20         257
    -------------------------         ---         ---         ---         ---
    Net income
     attributable to ONEOK
     Partners, L.P.               $97,538    $154,521    $197,129    $299,539
    ======================        =======    ========    ========    ========

    Limited partners'
     interest in net
     income:
    Net income
     attributable to ONEOK
     Partners, L.P.               $97,538    $154,521    $197,129    $299,539
    General partner's
     interest in net income       (23,388)    (21,688)    (45,700)    (41,393)
    -----------------------       -------     -------     -------     -------
      Limited partners'
       interest in net income     $74,150    $132,833    $151,429    $258,146
      =======================     =======    ========    ========    ========

    Limited partners' net
     income per unit, basic
     and diluted                    $0.81       $1.46       $1.66       $2.94
    =======================         =====       =====       =====       =====
    Number of units used in
     computation (thousands)       91,415      90,906      91,169      87,680
    ========================       ======      ======      ======      ======



    ONEOK Partners, L.P. and Subsidiaries
    CONSOLIDATED BALANCE SHEETS
                                                        June 30,  December 31,
    (Unaudited)                                           2009        2008
    -----------                                           ----        ----
    Assets                                             (Thousands of dollars)
    Current assets
      Cash and cash equivalents                          $31,803      $177,635
      Accounts receivable, net                           397,006       317,182
      Affiliate receivables                               25,831        25,776
      Gas and natural gas liquids in storage             164,640       190,616
      Commodity exchanges and imbalances                  55,104        55,086
      Derivative financial instruments                    18,732        63,780
      Other current assets                                42,039        28,176
      --------------------                                ------        ------
          Total current assets                           735,155       858,251
          --------------------                           -------       -------

    Property, plant and equipment
      Property, plant and equipment                    6,149,684     5,808,679
      Accumulated depreciation and amortization          930,031       875,279
      -----------------------------------------          -------       -------
          Net property, plant and equipment            5,219,653     4,933,400
          ----------------------------------           ---------     ---------

    Investments and other assets
      Investments in unconsolidated affiliates           735,394       755,492
      Goodwill and intangible assets                     672,703       676,536
      Other assets                                        37,841        30,593
      ------------                                        ------        ------
          Total investments and other assets           1,445,938     1,462,621
          ----------------------------------           ---------     ---------
          Total assets                                $7,400,746    $7,254,272
          ============                                ==========    ==========

    Liabilities and partners' equity
    Current liabilities
      Current maturities of long-term debt              $261,931       $11,931
      Notes payable                                      360,000       870,000
      Accounts payable                                   541,190       496,763
      Affiliate payables                                  22,604        23,333
      Commodity exchanges and imbalances                 165,713       191,165
      Other current liabilities                          113,724       100,832
      -------------------------                          -------       -------
          Total current liabilities                    1,465,162     1,694,024
          -------------------------                    ---------     ---------

    Long-term debt, excluding current maturities       2,829,946     2,589,509

    Deferred credits and other liabilities                58,231        54,773

    Commitments and contingencies

    Partners' equity
      ONEOK Partners, L.P. partners' equity:
        General partner                                   82,443        77,546
        Common units: 59,426,087 and 54,426,087 units
         issued and outstanding at June 30, 2009 and
         December 31, 2008, respectively               1,554,685     1,361,058
        Class B units: 36,494,126 units
         issued and outstanding at June 30,
         2009 and December 31, 2008                    1,388,890     1,407,016
        Accumulated other comprehensive income            15,917        64,405
        ---------------------------------------           ------        ------
          Total ONEOK Partners, L.P. partners' equity  3,041,935     2,910,025
          -------------------------------------------  ---------     ---------

      Noncontrolling interests in
       consolidated subsidiaries                           5,472         5,941

    ----------------------                             ---------     ---------
          Total partners' equity                       3,047,407     2,915,966
          ----------------------                       ---------     ---------
          Total liabilities and partners' equity      $7,400,746    $7,254,272
          ======================================      ==========    ==========



    ONEOK Partners, L.P. and Subsidiaries
    CONSOLIDATED STATEMENTS OF CASH FLOWS                  Six Months Ended
                                                                June 30,
    (Unaudited)                                             2009        2008
    -----------                                             ----        ----
                                                             (Thousands of
                                                                dollars)
    Operating activities
    Net income                                           $197,149    $299,796
    Depreciation and amortization                          79,893      59,975
    Allowance for equity funds used
     during construction                                  (18,471)    (20,172)
    Gain on sale of assets                                 (3,940)        (28)
    Equity earnings from investments                      (35,410)    (45,393)
    Distributions received from
     unconsolidated affiliates                             38,233      39,904
    Changes in assets and liabilities:
      Accounts receivable                                 (79,824)     35,134
      Affiliate receivables                                   (55)    (14,815)
      Gas and natural gas liquids in storage               25,976    (104,557)
      Derivative financial instruments                     (2,058)     10,344
      Accounts payable                                     16,410      39,225
      Affiliate payables                                     (729)     34,558
      Commodity exchanges and imbalances, net             (25,470)     55,202
      Other assets and liabilities                         (2,259)    (59,230)
      ----------------------------                         ------     -------
      Cash provided by operating activities               189,445     329,943
      -------------------------------------               -------     -------

    Investing activities
    Changes in investments in
     unconsolidated affiliates                             17,393       6,480
    Acquisitions                                                -       2,450
    Capital expenditures (less allowance for equity
     funds used during construction)                     (321,860)   (524,587)
    Proceeds from sale of assets                            8,050         111
    ----------------------------                            -----         ---
      Cash used in investing activities                  (296,417)   (515,546)
      ---------------------------------                  --------    --------

    Financing activities
    Cash distributions:
      General and limited partners                       (241,864)   (214,794)
      Noncontrolling interests                               (489)       (148)
    Borrowing of notes payable, net                       360,000      20,000
    Repayment of notes payable with
     maturities over 90 days                             (870,000)          -
    Issuance of long-term debt, net of discounts          498,325           -
    Long-term debt financing costs                         (4,000)          -
    Issuance of common units, net of discounts            220,458     450,198
    Contributions from general partner                      4,675       9,508
    Payment of long-term debt                              (5,965)     (5,964)
    -------------------------                              ------      ------
      Cash provided by (used in) financing activities     (38,860)    258,800
      -----------------------------------------------     -------     -------
        Change in cash and cash equivalents              (145,832)     73,197
        Cash and cash equivalents at beginning of period  177,635       3,213
        ------------------------------------------------  -------       -----
        Cash and cash equivalents at end of period        $31,803     $76,410
        ==========================================        =======     =======



    ONEOK Partners, L.P. 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)
    Natural Gas Gathering and Processing
    -------------------------------------
    Net margin                                    $86.3  $121.1 $172.3 $225.0
    Operating costs                               $34.0   $32.8  $65.9  $65.9
    Depreciation and amortization                 $14.5   $12.1  $28.9  $23.9
    Operating income                              $40.9   $76.2  $80.6 $135.2
    Equity earnings from investments               $7.7    $8.1  $12.2  $15.2
    Natural gas gathered (BBtu/d)                 1,130   1,185  1,147  1,188
    Natural gas processed (BBtu/d)                  658     651    655    637
    NGL sales (MBbl/d)                               42      40     41     39
    Residue gas sales (BBtu/d)                      291     281    288    279
    Realized composite NGL sales price ($/
     gallon)                                      $0.69   $1.49  $0.67  $1.41
    Realized condensate sales price ($/Bbl)      $72.15 $102.77 $67.04 $95.82
    Realized residue gas sales price ($/MMBtu)    $2.79   $9.42  $3.18  $8.41
    Realized gross processing spread ($/MMBtu)    $6.34   $6.69  $6.34  $7.06
    Capital expenditures - growth                 $17.9   $31.4  $43.4  $54.8
    Capital expenditures - maintenance             $5.6    $4.9   $8.9   $8.0

    Natural Gas Pipelines
    ----------------------
    Net margin                                    $66.8   $66.7 $132.4 $130.4
    Operating costs                               $24.5   $20.5  $44.7  $44.0
    Depreciation and amortization                 $10.6    $8.5  $23.4  $17.0
    Operating income                              $31.7   $37.7  $64.3  $69.4
    Equity earnings from investments               $5.6    $9.2  $21.8  $29.2
    Natural gas transportation capacity
     contracted (MMcf/d)                          5,264   4,816  5,205  4,883
    Average natural gas price
       Mid-Continent region ($/MMBtu)             $2.66   $9.20  $3.05  $8.19
    Capital expenditures - growth                 $14.9   $27.6  $32.2  $48.5
    Capital expenditures - maintenance             $1.9    $2.2   $2.1   $3.5

    Natural Gas Liquids Gathering and
     Fractionation
    ----------------------------------------
    Net margin                                    $67.7   $67.3 $126.9 $136.9
    Operating costs                               $25.5   $20.0  $48.3  $38.6
    Depreciation and amortization                  $7.7    $5.6  $14.1  $11.3
    Operating income                              $34.5   $41.7  $64.5  $87.0
    NGLs gathered (MBbl/d)                          303     285    284    267
    NGL sales (MBbl/d)                              401     265    391    275
    NGLs fractionated (MBbl/d)                      479     371    472    381
    Conway-to-Mont Belvieu OPIS average
     price differential Ethane ($/gallon)         $0.12   $0.13  $0.10  $0.11
    Capital expenditures - growth                  $7.9   $50.8  $17.3  $77.5
    Capital expenditures - maintenance             $2.2    $4.2   $5.8   $7.1

    Natural Gas Liquids Pipelines
    -----------------------------
    Net margin                                    $44.0   $27.4  $88.2  $58.7
    Operating costs                               $19.1   $13.8  $34.7  $27.2
    Depreciation and amortization                  $7.1    $3.7  $13.4   $7.8
    Operating income                              $17.8    $9.9  $40.1  $23.7
    Equity earnings from investments               $0.9    $0.3   $1.5   $1.0
    NGLs transported - gathering lines (MBbl/d)     174      96    168     94
    NGLs transported - distribution
     lines (MBbl/d)                                 461     308    453    305
    Capital expenditures - growth                 $76.6  $135.2 $208.2 $323.3
    Capital expenditures - maintenance             $1.8    $1.2   $3.5   $1.8



    ONEOK Partners, L.P. and Subsidiaries
    RECONCILIATION OF EBITDA NON-GAAP FINANCIAL MEASURES

                                     Three Months Ended   Six Months Ended
                                          June 30,            June 30,
    (Unaudited)                         2009     2008      2009      2008
    -----------                         ----     ----      ----      ----
                                              (Thousands of dollars)
    Reconciliation of Net
     Income to EBITDA
    ---------------------
    Net income                        $97,539  $154,655  $197,149  $299,796
    Interest expense                   50,888    34,705   101,796    73,234
    Depreciation and amortization      39,953    30,033    79,893    59,975
    Income taxes                        3,068     4,305     5,939     7,373
    Allowance for equity funds used
     during construction               (9,468)  (11,676)  (18,471)  (20,172)
    -------------------------------    ------   -------   -------   -------
      EBITDA                         $181,980  $212,022  $366,306  $420,206
      ======                         ========  ========  ========  ========

    Natural Gas Gathering and
     Processing Reconciliation of
     Operating Income to EBITDA
    -----------------------------
    Operating income                  $40,889   $76,183   $80,646  $135,236
    Depreciation and amortization      14,465    12,141    28,913    23,898
    Equity earnings from investments    7,721     8,126    12,187    15,170
    Other income (expense)                906      (105)      129      (937)
    ----------------------                ---      ----       ---      ----
      EBITDA                          $63,981   $96,345  $121,875  $173,367
      ======                          =======   =======  ========  ========

    Natural Gas Pipelines
     Reconciliation of
     Operating Income to
     EBITDA
    ---------------------
    Operating income                  $31,724   $37,691   $64,346   $69,405
    Depreciation and amortization      10,629     8,522    23,422    16,940
    Equity earnings from investments    5,555     9,153    21,763    29,214
    Other income (expense)                841       (32)      327      (592)
    ----------------------                ---       ---       ---      ----
      EBITDA                          $48,749   $55,334  $109,858  $114,967
      ======                          =======   =======  ========  ========

    Natural Gas Liquids Gathering
     and Fractionation
     Reconciliation of Operating
     Income to EBITDA
    -----------------------------
    Operating income                  $34,515   $41,687   $64,490   $86,974
    Depreciation and amortization       7,729     5,668    14,142    11,287
    Equity earnings from investments        -         -         -         -
    Other income (expense)               (104)     (340)   (1,099)   (1,070)
    ----------------------               ----      ----    ------    ------
      EBITDA                          $42,140   $47,015   $77,533   $97,191
      ======                          =======   =======   =======   =======

    Natural Gas Liquids Pipelines
     Reconciliation of Operating
     Income to EBITDA
    -----------------------------
    Operating income                  $17,837    $9,890   $40,132   $23,703
    Depreciation and amortization       7,118     3,697    13,402     7,839
    Equity earnings from investments      912       331     1,460     1,009
    Other income (expense)                615       (26)      260      (450)
    ----------------------                ---       ---       ---      ----
      EBITDA                          $26,482   $13,892   $55,254   $32,101
      ======                          =======   =======   =======   =======



    ONEOK Partners, L.P. and Subsidiaries
    RECONCILIATION OF DISTRIBUTABLE CASH FLOW NON-GAAP FINANCIAL MEASURES

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

    Reconciliation of EBITDA to
     Distributable Cash Flow
    ---------------------------
    EBITDA                           $181,980  $212,022    $366,306  $420,206
    (Gain)/loss on sale of assets      (3,276)        3      (3,940)      (28)
    Interest expense                  (50,888)  (34,705)   (101,796)  (73,234)
    Maintenance capital               (11,534)  (12,492)    (20,316)  (20,418)
    Distributions to
     noncontrolling interests            (146)      (74)       (489)     (148)
    Equity earnings from investments  (14,188)  (17,610)    (35,410)  (45,393)
    Distributions received from
     unconsolidated affiliates         30,142    33,214      63,473    60,627
    Current income tax
     expense and other                 (1,216)   (3,456)     (2,381)   (5,829)
    ------------------                 ------    ------      ------    ------
      Distributable cash flow        $130,874  $176,902    $265,447  $335,783
      =======================        ========  ========    ========  ========


    Distributions to general partner  (23,988)  (20,920)    (46,727)  (40,022)
    --------------------------------  -------   -------     -------   -------
    Distributable cash flow to
     limited partners                $106,886  $155,982    $218,720  $295,761
    ==========================       ========  ========    ========  ========

    Distributable cash flow per
     limited partner unit               $1.17     $1.72       $2.40     $3.37
    ===========================         =====     =====       =====     =====
    Distributions declared per
     limited partner unit               $1.08     $1.06       $2.16     $2.10
    ==========================          =====     =====       =====     =====
    Coverage ratio                       1.08      1.62        1.11      1.61
    ==============                       ====      ====        ====      ====


    Number of units used in
     computation (thousands)           91,415    90,906      91,169    87,680
    ========================           ======    ======      ======    ======



    ONEOK Partners, L.P. and Subsidiaries                          Exhibit A
    EARNINGS GUIDANCE*

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

    Operating income
    ----------------                               ----      ----        ---
      Natural Gas Gathering and Processing         $164      $164         $-
      Natural Gas Pipelines                         141       141          -
      Natural Gas Liquids Gathering and
       Fractionation                                116       102         14
      Natural Gas Liquids Pipelines                 115       113          2
      Other                                           1         1          -
      -------                                       ---       ---        ---
    Operating income                                537       521         16
    Equity earnings from investments                 80        91        (11)
    Other income (expense)                           28        10         18
    Interest expense                               (214)     (203)       (11)
    ----------------                               ----      ----        ---
    Income before income taxes                      431       419         12
    --------------------------                      ---       ---         --
    Income taxes                                    (14)      (16)         2
    -------------                                   ---       ---         --
    Net income                                      417       403         14
    Less: Net income attributable to
     noncontrolling interests                         -         -          -
    --------------------------------                ---       ---        ---
    Net income attributable to ONEOK Partners,
     L.P.                                          $417      $403        $14
    ==========================================     ====      ====        ===


    --------------------------------------        -----     -----        ---
    Limited partners' net income per unit,
     basic and diluted                            $3.45     $3.45         $-
    ======================================        =====     =====        ===

    Number of units used in computation
     (millions)                                    93.8      90.9        2.9


    Capital expenditures
    --------------------                           ----      ----       ----
      Natural Gas Gathering and Processing         $108      $119       $(11)
      Natural Gas Pipelines                          82        62         20
      Natural Gas Liquids Gathering and
       Fractionation                                 52        71        (19)
      Natural Gas Liquids Pipelines                 328       173        155
      -----------------------------                 ---       ---        ---
    Total capital expenditures                     $570      $425       $145
    ==========================                     ====      ====       ====

    Growth                                         $509      $355       $154
    Maintenance                                      61        70         (9)
    -----------                                     ---       ---        ---
    Total capital expenditures                     $570      $425       $145
    ==========================                     ====      ====       ====

    * Amounts shown are midpoints of ranges provided.



    ONEOK Partners, L.P. and Subsidiaries                          Exhibit B
    EARNINGS GUIDANCE*

                                               Updated    Previous
                                                 2009       2009
                                               Guidance   Guidance    Change
                                               --------   --------    ------
                                                   (Millions of dollars)

    Reconciliation of Net Income to EBITDA
    --------------------------------------        ----       ----        ---
    Net income                                    $417       $403        $14
    Interest expense                               214        203         11
    Depreciation and amortization                  164        165         (1)
    Income taxes                                    14         16         (2)
    Allowance for equity funds used during
     construction                                  (22)        (6)       (16)
    --------------------------------------         ---        ---        ---
      EBITDA                                      $787       $781         $6
      ======                                      ====       ====        ===

    Reconciliation of EBITDA to Distributable
     Cash Flow
    -----------------------------------------
    EBITDA                                        $787       $781         $6
    (Gain)/loss on sale of assets                   (4)         -         (4)
    Interest expense                              (214)      (203)       (11)
    Maintenance capital                            (61)       (70)         9
    Equity earnings from investments               (80)       (91)        11
    Distributions received from investments        104        114        (10)
    Current income tax expense and other            (7)       (11)         4
    ------------------------------------           ---        ---        ---
      Distributable cash flow                     $525       $520         $5
      =======================                     ====       ====        ===

    *Amounts shown are midpoints of ranges provided.

SOURCE ONEOK Partners, L.P.

http://www.oneokpartners.com

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