ONEOK Reports Third-quarter 2009 Results; Increases 2009 Earnings Guidance

November 03, 2009

TULSA, Okla., Nov. 3 /PRNewswire-FirstCall/ -- ONEOK, Inc. (NYSE: OKE) today announced third-quarter 2009 net income attributable to ONEOK of $48.0 million, or 45 cents per diluted share, compared with $58.0 million, or 55 cents per diluted share, in the same period last year.

Net income attributable to ONEOK for the nine-month period ending Sept. 30, 2009, was $212.0 million, or $2.00 per diluted share, compared with $243.7 million, or $2.30 per diluted share, in the same period last year.

The company also increased its 2009 net income guidance to the range of $2.65 to $2.85 per diluted share to reflect higher expected operating income performance in the distribution and energy services segments. ONEOK's previous 2009 earnings guidance was in the range of $2.40 to $2.70 per diluted share. Additional information is available in Exhibit A.

"Our energy services segment had a strong quarter, building on its solid second-quarter performance and benefiting from higher transportation margins and our continued efforts to reduce this segment's earnings volatility," said John W. Gibson, ONEOK chief executive officer. "The distribution segment also turned in a solid performance as a result of implementing new rate mechanisms. Our ONEOK Partners segment benefited from the recently completed Overland Pass and Arbuckle natural gas liquids pipelines, which helped offset the impact of lower commodity prices and narrower natural gas liquids product price differentials."

"ONEOK continues to benefit from its investment in ONEOK Partners, which successfully completed more than $2 billion in capital investments at the end of the third quarter, providing the company with solid earnings and cash flow growth," Gibson added. "These projects, together with additional opportunities the partnership has identified over the next five years, are expected to drive additional growth at the partnership and at ONEOK."

Operating income for the third quarter 2009 was $173.8 million, compared with $192.2 million for the third quarter 2008. For the nine months 2009, operating income was $621.6 million, compared with $698.3 million for the same period last year.

The operating income decreases in both the three- and nine-month 2009 periods were due primarily to lower realized commodity prices and narrower natural gas liquids (NGL) product price differentials in the ONEOK Partners segment. The decreases were partially offset by increased NGL volumes gathered, fractionated, transported and marketed, associated with the completion of the Overland Pass Pipeline and the Arbuckle Pipeline, and increased natural gas volumes processed and sold in the ONEOK Partners segment; increased transportation margins in the energy services segment; and the implementation of new rate mechanisms in the distribution segment.

Third-quarter 2009 operating costs were $204.6 million, compared with $203.9 million in the third quarter 2008. Nine-month 2009 operating costs were $601.7 million, compared with $585.3 million in the same period last year. These increases were due primarily to incremental operating expenses in the ONEOK Partners segment, associated with the Overland Pass Pipeline and the Arbuckle Pipeline and increased costs at NGL fractionation facilities, including the expanded Bushton fractionator, and higher employee-related costs. These increases were partially offset by lower bad-debt expense in the distribution segment.

THIRD-QUARTER 2009 SUMMARY AND ADDITIONAL UPDATES:

    --  Operating income of $173.8 million, compared with $192.2 million in the
        third quarter last year;
    --  ONEOK Partners segment operating income of $144.7 million, compared with
        $197.5 million in the third quarter 2008;
    --  Distribution segment operating income of $7.6 million, compared with a
        loss of $2.9 million in the third quarter 2008;
    --  Energy services segment operating income of $21.2 million, compared with
        a loss of $3.5 million in the third quarter 2008;
    --  Distributions declared from the company's general partner interest in
        ONEOK Partners of $25.1 million for the third quarter 2009;
        distributions declared from the company's limited partner interest in
        ONEOK Partners of $46.2 million for the third quarter 2009;
    --  ONEOK, on a stand-alone basis, ending the quarter with $309.0 million in
        short-term debt, $849 million available on its existing credit
        facilities, $21.7 million of cash and cash equivalents and $469.6
        million of natural gas in storage;
    --  ONEOK stand-alone cash flow from continuing operations, before changes
        in working capital, of $410.0 million for the nine-month period 2009,
        which exceeded capital expenditures and dividends of $252.0 million by
        $158.0 million;
    --  ONEOK Partners completing construction in July of the 440-mile Arbuckle
        Pipeline project, which transports unfractionated NGLs from southern
        Oklahoma and the Barnett Shale in north Texas to the Texas Gulf Coast;
    --  ONEOK Partners placing into service in October the 150-mile Piceance
        Lateral Pipeline, connecting the Piceance Basin with the Overland Pass
        Pipeline;
    --  ONEOK Partners completing in October the $14.7 million expansion of the
        Fargo Lateral segment of the Viking natural gas pipeline;
    --  Filing in October a stipulation and settlement agreement for a $54.5
        million rate increase, subject to review and approval by the
        administrative law judge and Oklahoma Corporation Commission;
    --  Filing in October a stipulation on the recovery of $17.3 million in
        annual capital investments, subject to review and approval by the
        Oklahoma Corporation Commission;
    --  Receiving approval from the Kansas Corporation Commission to defer and
        recover the difference between current pension and post-retirement
        medical expenses and the level of those expenses currently included in
        base rates, which resulted in a $2.4 million operating income increase
        in the third quarter 2009 and is anticipated to result in an operating
        income increase of $3.2 million in 2009;
    --  Filing the annual Kansas capital recovery request, which, if approved,
        will increase rates by $3.9 million effective January 2010;
    --  Reaching a labor agreement in October between Kansas Gas Service and the
        International Union of Operating Engineers and the United Steelworkers
        to extend their existing agreement;
    --  Electing Gerald B. Smith - who currently serves on the ONEOK Partners
        board of directors - to the ONEOK board of directors; and

    --  Declaring a quarterly dividend of 42 cents per share, payable Nov. 13,
        2009, to shareholders of record as of Oct. 30, 2009.

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

ONEOK Partners

The ONEOK Partners segment's third-quarter 2009 operating income was $144.7 million, compared with $197.5 million in the same period 2008.

Third-quarter 2009 results were lower, compared with the prior-year period, primarily as the result of a $33.7 million decrease from lower realized commodity prices in the natural gas gathering and processing business; a $28.0 million decrease from narrower NGL product price differentials; and an $11.6 million decrease from prior-year operational measurement gains in the natural gas liquids business.

These decreases were partially offset by an $18.2 million increase in NGL volumes gathered, fractionated and transported, primarily associated with the completion of the Overland Pass Pipeline and Arbuckle Pipeline, as well as new supply connections in the natural gas liquids business; an $11.4 million increase from higher natural gas volumes processed and sold in the natural gas gathering and processing business; and a $10.1 million increase from higher natural gas transportation margins from the Guardian Pipeline expansion and extension that was completed in February 2009 and from an increase in contracted volumes on Midwestern Gas Transmission in the natural gas pipelines business.

For the nine-month 2009 period, operating income was $394.4 million, compared with $511.8 million in the same period a year earlier.

Nine-month 2009 results, compared with the same period in 2008, include a $95.1 million decrease due to significantly lower realized commodity prices in the natural gas gathering and processing business; a $38.4 million decrease from narrower NGL product price differentials; and a $12.5 million decrease due to prior-year operational measurement gains in the natural gas liquids business.

These operating income decreases were partially offset by a $46.2 million increase due to higher NGL volumes gathered, fractionated and transported, primarily associated with the completion of the Overland Pass Pipeline and Arbuckle Pipeline, as well as new supply connections in the natural gas liquids business; a $23.3 million increase from higher natural gas transportation margins from the Guardian Pipeline expansion and extension that was completed in February 2009 and from an increase in contracted volumes on Midwestern Gas Transmission in the natural gas pipelines business; and a $20.1 million increase due to higher natural gas volumes processed and sold in the natural gas gathering and processing business.

Third-quarter 2009 operating costs were $105.1 million, compared with $97.5 million in the third quarter 2008. Nine-month 2009 operating costs were $295.0 million, compared with $272.7 million in the same period a year earlier. Operating costs for the three- and nine-month 2009 periods reflect increased incremental operating expenses associated with the operation of Overland Pass Pipeline and the Arbuckle Pipeline, and increased costs at fractionation facilities, which includes the expanded Bushton fractionator.

Equity earnings from investments for the third quarter 2009 were $20.1 million, compared with $29.4 million in 2008. Equity earnings from investments for the nine months 2009 were $55.5 million, compared with $74.8 million in the same period a year earlier.

For the three- and nine-month 2009 periods, equity earnings decreased due primarily to lower subscription volumes and rates on Northern Border Pipeline, in which ONEOK Partners has a 50 percent interest. Third-quarter and nine-month 2008 results included an $8.3 million gain on the sale of Bison Pipeline LLC by Northern Border Pipeline. Additionally, equity earnings from investments decreased due to lower volumes gathered at various natural gas gathering and processing investments in the Powder River Basin of Wyoming.

Distribution

The distribution segment reported operating income of $7.6 million in the third quarter 2009, compared with an operating loss of $2.9 million in the third quarter 2008.

Third-quarter 2009 earnings benefited from new rate mechanisms, which contributed $2.0 million in Oklahoma, $1.2 million in Kansas and $1.2 million in Texas. Operating costs decreased to $91.0 million in the third quarter 2009 from $97.6 million in the third quarter 2008, due primarily to a $3.8 million decrease in bad-debt expense and a $2.1 million decrease in vehicle-related costs.

Operating income for the 2009 nine-month period was $130.3 million, compared with $117.7 million in the same period last year.

Nine-month 2009 operating income benefited from new rate mechanisms, which contributed $4.8 million in Oklahoma, $5.4 million in Kansas and $2.6 million in Texas; and a $2.2 million increase related to the recovery of the carrying costs of natural gas in storage. These increases were partially offset by a $1.8 million decrease in lower natural gas sales volumes due to warmer weather across the segment's entire service territory and a $1.9 million decrease in transportation margins.

Operating costs were $280.5 million for the 2009 nine-month period, compared with $285.6 million in the same period of 2008. The operating costs decreased as a result of $9.6 million in reduced bad-debt expense and $3.8 million in lower vehicle-related costs. These lower costs were partially offset by a $6.1 million increase in employee-related costs and $1.9 million increase in property tax expense.

Capital expenditures for the nine months 2009 were $110.9 million, compared with $126.4 million in the same period in 2008. Capital expenditures decreased, primarily as a result of timing and lower spending on modifications to customer service lines, general replacements and improvements, as well as lower spending on growth projects during 2009.

Energy Services

The energy services segment reported third-quarter operating income of $21.2 million, compared with a $3.5 million loss in the same period in 2008.

Third-quarter 2009 results reflect a $17.8 million increase in transportation margins, net of hedging activities, due primarily to higher realized Rockies-to-Mid-Continent margins; a $4.5 million increase in storage and marketing margins; a $1.7 million increase in premium service margins resulting from additions to our customer base; and a $1.4 million increase in retail marketing margins.

Nine-month 2009 operating income was $95.6 million, compared with $66.4 million for the same period last year.

Operating income for the 2009 nine-month period benefited from a $32.0 million increase in premium service margins due to additions to customer base; and a $27.9 million increase in transportation margins, net of hedging activities, due primarily to higher realized Rockies-to-Mid-Continent margins. These increases were partially offset by a $38.1 million decrease in storage and marketing margins, net of hedging activities, due primarily to lower realized seasonal storage differentials.

At Sept. 30, 2009, total natural gas in storage was 79.6 Bcf, compared with 74.7 Bcf a year earlier. At Oct. 30, 2009, total natural gas in storage was approximately 77.4 Bcf. Total natural gas storage capacity under lease was 82.8 Bcf in the third quarter 2009, compared with 91 Bcf in the same period in 2008.

                                                  Three Months   Nine Months
                                                      Ended         Ended
                                                  September 30, September 30,
                                                   2009  2008    2009   2008
                                                   ----  ----    ----   ----
                                                     (Millions of dollars)
    Marketing, storage and transportation, gross   $79.7 $57.3  $266.3 $246.1
    Storage and transportation costs                53.1  54.6   161.7  163.1
    --------------------------------                ----  ----   -----  -----
      Marketing, storage and transportation, net    26.6   2.7   104.6   83.0
    Retail marketing, net                            3.1   1.7    14.3    9.3
    Financial trading, net                             -   0.4     3.5    1.6
    ----------------------                           ---   ---     ---    ---
      Net margin                                   $29.7  $4.8  $122.4  $93.9
      ==========                                   =====  ====  ======  =====

2009 EARNINGS GUIDANCE

ONEOK increased its 2009 earnings per share guidance to the range of $2.65 to $2.85 per diluted share from its previous range of $2.40 to $2.70 per share. Exhibit A includes updated information on the 2009 earnings guidance.

The updated earnings guidance reflects an anticipated operating income increase in the distribution and energy services segments. Distribution segment operating income guidance includes the $17.3 million capital investment recovery mechanism in Oklahoma, partially offset by higher employee-related costs, primarily employee incentive accruals. Energy services operating income guidance reflects higher premium service margins and increased optimization opportunities.

The average unhedged prices used in the updated 2009 guidance for the remaining three months of 2009 are $77 per barrel for New York Mercantile Exchange (NYMEX) crude oil, $4.50 per MMBtu for NYMEX natural gas and $1.00 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 three months of 2009 is 8 cents per gallon.

EARNINGS CONFERENCE CALL AND WEBCAST

ONEOK and ONEOK Partners management will conduct a joint conference call on Wednesday, Nov. 4, 2009, at 11 a.m. Eastern Standard Time (10 a.m. Central Standard Time). The call will also be carried live on ONEOK's and ONEOK Partners' Web sites.

To participate in the telephone conference call, dial 866-837-9787, pass code 1399341, or log on to www.oneok.com or www.oneokpartners.com.

If you are unable to participate in the conference call or the webcast, the replay will be available on ONEOK's Web site, www.oneok.com, and ONEOK Partners' Web site, www.oneokpartners.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 1399341.

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 2 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 more information, visit the Web sites at www.oneokpartners.com or 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, and Section 21E of the Exchange Act. 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 with 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 updates 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        Nine Months Ended
                                    September 30,           September 30,
    (Unaudited)                   2009        2008       2009         2008
    -----------                   ----        ----       ----         ----
                             (Thousands of dollars, except per share amounts)

    Revenues                 $2,364,736  $4,239,246  $7,382,190  $13,314,188
    Cost of sales and fuel    1,912,882   3,784,220   5,946,499   11,852,422
    ----------------------    ---------   ---------   ---------   ----------
    Net margin                  451,854     455,026   1,435,691    1,461,766
    ----------                  -------     -------   ---------    ---------
    Operating expenses
      Operations and
       maintenance              179,678     179,840     526,271      519,263
      Depreciation and
       amortization              72,318      60,249     215,693      179,429
      General taxes              24,900      24,068      75,388       66,079
      -------------              ------      ------      ------       ------
    Total operating expenses    276,896     264,157     817,352      764,771
    ------------------------    -------     -------     -------      -------
    Gain (loss) on sale of
     assets                      (1,180)      1,310       3,246        1,319
    ----------------------       ------       -----       -----        -----
    Operating income            173,778     192,179     621,585      698,314
    ----------------            -------     -------     -------      -------
    Equity earnings from
     investments                 20,054      29,412      55,464       74,805
    Allowance for equity
     funds used during
     construction                 7,290      15,616      25,761       35,788
    Other income                  8,950      12,723      18,554       16,659
    Other expense                  (995)    (11,332)     (6,338)     (16,347)
    Interest expense            (72,689)    (61,180)   (224,042)    (183,100)
    ----------------            -------     -------    --------     --------
    Income before income
     taxes                      136,388     177,418     490,984      626,119
    --------------------        -------     -------     -------      -------
    Income taxes                (34,080)    (24,031)   (143,777)    (146,973)
    ------------                -------     -------    --------     --------
    Net income                  102,308     153,387     347,207      479,146
    Less: Net income
     attributable to
     noncontrolling
     interests                   54,266      95,354     135,201      235,411
    ----------------             ------      ------     -------      -------
    Net income attributable
     to ONEOK                   $48,042     $58,033    $212,006     $243,735
    =======================     =======     =======    ========     ========

    Earnings per share of
     common stock
      Net earnings per
       share, basic               $0.46       $0.56       $2.01        $2.34
      Net earnings per
       share, diluted             $0.45       $0.55       $2.00        $2.30
      ================            =====       =====       =====        =====

    Average shares of
     common stock (thousands)
      Basic                     105,420     104,446     105,306      104,319
      Diluted                   106,488     105,636     106,061      105,843
      =======                   =======     =======     =======      =======

    Dividends declared per
     share of common stock        $0.42       $0.40       $1.22        $1.16
    ======================        =====       =====       =====        =====



    ONEOK, Inc. and Subsidiaries
    CONSOLIDATED BALANCE SHEETS
                                                    September 30, December 31,
    (Unaudited)                                           2009         2008
    -----------                                           ----         ----
    Assets                                            (Thousands of dollars)
    Current assets
      Cash and cash equivalents                          $52,180     $510,058
      Accounts receivable, net                           726,719    1,265,300
      Gas and natural gas liquids in storage             657,403      858,966
      Commodity exchanges and imbalances                  84,268       56,248
      Energy marketing and risk management assets        127,877      362,808
      Other current assets                               208,515      324,222
      --------------------                               -------      -------
        Total current assets                           1,856,962    3,377,602
        --------------------                           ---------    ---------

    Property, plant and equipment
      Property, plant and equipment                   10,010,406    9,476,619
      Accumulated depreciation and amortization        2,311,810    2,212,850
      -----------------------------------------        ---------    ---------
        Net property, plant and equipment              7,698,596    7,263,769
        ---------------------------------              ---------    ---------

    Investments and other assets
      Goodwill and intangible assets                   1,032,476    1,038,226
      Energy marketing and risk management assets         32,191       45,900
      Investments in unconsolidated affiliates           774,347      755,492
      Other assets                                       634,898      645,073
      ------------                                       -------      -------
        Total investments and other assets             2,473,912    2,484,691
        ----------------------------------             ---------    ---------
        Total assets                                 $12,029,470  $13,126,062
        ============                                 ===========  ===========



    ONEOK, Inc. and Subsidiaries
    CONSOLIDATED BALANCE SHEETS
                                                   September 30,  December 31,
    (Unaudited)                                          2009          2008
    -----------                                          ----          ----
    Liabilities and shareholders' equity             (Thousands of dollars)
    Current liabilities
      Current maturities of long-term debt             $268,210      $118,195
      Notes payable                                     824,000     2,270,000
      Accounts payable                                  766,580     1,122,761
      Commodity exchanges and imbalances                205,662       188,030
      Energy marketing and risk management
       liabilities                                       49,234       175,006
      Other current liabilities                         530,775       319,772
      -------------------------                         -------       -------
        Total current liabilities                     2,644,461     4,193,764
        -------------------------                     ---------     ---------

    Long-term debt, excluding current maturities      4,340,211     4,112,581

    Deferred credits and other liabilities
      Deferred income taxes                             893,213       890,815
      Energy marketing and risk management
       liabilities                                       12,995        46,311
      Other deferred credits                            738,815       715,052
      ----------------------                            -------       -------
        Total deferred credits and other
         liabilities                                  1,645,023     1,652,178
        --------------------------------              ---------     ---------

    Commitments and contingencies

    Shareholders' equity

    ONEOK shareholders' equity
      Common stock, $0.01 par value:
        authorized 300,000,000 shares; issued
        122,274,466 shares and outstanding
        105,465,408 shares at September 30, 2009;
        issued 121,647,007 shares and outstanding
        104,845,231 shares at December 31, 2008           1,223         1,216
      Paid in capital                                 1,317,167     1,301,153
      Accumulated other comprehensive loss             (118,540)      (70,616)
      Retained earnings                               1,636,572     1,553,033
      Treasury stock, at cost: 16,809,058 shares
       at September 30, 2009 and 16,801,776 shares
       at December 31, 2008                            (696,807)     (696,616)
      --------------------------------------------     --------      --------
        Total ONEOK shareholders' equity              2,139,615     2,088,170
        --------------------------------              ---------     ---------

    Noncontrolling interests in consolidated
     subsidiaries                                     1,260,160     1,079,369
    ----------------------------------------          ---------     ---------
          Total shareholders' equity                  3,399,775     3,167,539
          --------------------------                  ---------     ---------
          Total liabilities and shareholders'
           equity                                   $12,029,470   $13,126,062
          ===================================       ===========   ===========



    ONEOK, Inc. and Subsidiaries
    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          Nine Months Ended
                                                            September 30,
    (Unaudited)                                            2009        2008
    -----------                                            ----        ----
                                                      (Thousands of dollars)
    Operating activities
      Net income                                        $347,207    $479,146
      Depreciation and amortization                      215,693     179,429
      Allowance for equity funds used during
       construction                                      (25,761)    (35,788)
      Gain on sale of assets                              (3,246)     (1,319)
      Equity earnings from investments                   (55,464)    (74,805)
      Distributions received from unconsolidated
       affiliates                                         56,896      67,812
      Deferred income taxes                               72,199      72,884
      Stock-based compensation expense                    15,233      26,776
      Allowance for doubtful accounts                      3,062      11,668
      Inventory adjustment, net                                -       9,659
      Investment securities gains                         (2,361)    (11,142)
      Changes in assets and liabilities:
        Accounts receivable                              532,950     634,361
        Gas and natural gas liquids in storage           192,398    (482,360)
        Accounts payable                                (347,374)   (210,768)
        Commodity exchanges and imbalances, net          (10,388)     (3,137)
        Accrued interest                                  34,649      48,736
        Energy marketing and risk management assets
         and liabilities                                  84,379      49,904
        Unrecovered purchased gas costs                   11,244     (51,959)
        Fair value of firm commitments                   198,516    (135,826)
        Other assets and liabilities                     (48,895)    (94,873)
        ----------------------------                     -------     -------
        Cash provided by operating activities          1,270,937     478,398
        -------------------------------------          ---------     -------

    Investing activities
      Changes in investments in unconsolidated
       affiliates                                        (19,878)      3,063
      Capital expenditures (less allowance for
       equity funds used during construction)           (614,757) (1,033,063)
      Proceeds from sale of assets                        10,507       1,774
      Proceeds from insurance                              2,569       9,792
      Acquisitions                                             -       2,450
      ------------                                           ---       -----
        Cash used in investing activities               (621,559) (1,015,984)
        ---------------------------------               --------  ----------

    Financing activities
      Borrowing (repayment) of notes payable, net       (576,000)  1,119,614
      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                                   (111,506)   (412,219)
      Repurchase of common stock                            (252)        (29)
      Issuance of common stock                             6,739       7,249
      Issuance of common units to noncontrolling
       interests, net of discounts                       241,643     146,969
      Dividends paid                                    (128,467)   (120,986)
      Distributions to noncontrolling interests         (163,738)   (149,173)
      -----------------------------------------         --------    --------
        Cash provided by (used in) financing
         activities                                   (1,107,256)    591,425
        ------------------------------------          ----------     -------
          Change in cash and cash equivalents           (457,878)     53,839
          Cash and cash equivalents at beginning of
           period                                        510,058      19,105
          -----------------------------------------      -------      ------
          Cash and cash equivalents at end of period     $52,180     $72,944
          ==========================================     =======     =======



    ONEOK, Inc. and Subsidiaries
    INFORMATION AT A GLANCE
                                              Three Months    Nine Months
                                                 Ended           Ended
                                              September 30,   September 30,
    (Unaudited)                               2009    2008    2009    2008
    -----------                               ----    ----    ----    ----
                                        (Millions of dollars, except as noted)
    ONEOK Partners
    Net margin                               $292.9  $325.4  $808.4  $874.9
    Operating costs                          $105.1   $97.5  $295.0  $272.7
    Depreciation and amortization             $41.9   $30.4  $121.8   $90.4
    Operating income                         $144.7  $197.5  $394.4  $511.8
    Natural gas gathered (BBtu/d) (a)         1,100   1,146   1,131   1,174
    Natural gas processed (BBtu/d) (a)          664     649     658     641
    Natural gas transportation capacity
     contracted (MMcf/d)                      5,764   4,765   5,461   4,877
    Transportation capacity subscribed           87%     81%     83%     83%
    Residue gas sales (BBtu/d) (a)              297     281     291     280
    NGL sales (MBbl/d)                          382     273     388     275
    NGLs fractionated (MBbl/d)                  496     375     458     379
    NGLs transported-gathering lines (MBbl/d)   385     253     358     255
    NGLs transported-distribution lines
     (MBbl/d)                                   446     430     451     347
    Capital expenditures                     $169.4  $335.6  $491.3  $860.2
    Conway-to-Mont Belvieu OPIS average
     price differential
       Ethane ($/gallon)                      $0.15   $0.24   $0.12   $0.15
    Realized composite NGL sales price
     ($/gallon) (a)                           $0.76   $1.51   $0.70   $1.44
    Realized condensate sales price
     ($/Bbl) (a)                             $79.46  $99.61  $70.66  $96.91
    Realized residue gas sales price
     ($/MMBtu) (a)                            $2.99   $8.33   $3.11   $8.39
    Realized gross processing spread
     ($/MMBtu) (a)                            $6.47   $6.69   $6.41   $6.94

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

    Distribution
    ------------
    Net margin                               $128.5  $124.0  $502.6  $490.6
    Operating costs                           $91.0   $97.6  $280.5  $285.6
    Depreciation and amortization             $29.9   $29.3   $92.2   $87.3
    Operating income                           $7.6   $(2.9) $130.3  $117.7
    Capital expenditures                      $33.6   $56.0  $110.9  $126.4
    Natural gas volumes (Bcf)
      Gas sales                                15.6    14.0   111.2   116.9
      Transportation                           43.4    50.3   146.8   163.4
    Natural gas margins
      Net margin on gas sales                $100.2   $96.0  $405.3  $395.8
      Transportation revenues                 $17.8   $18.1   $63.5   $64.2

    Energy Services
    ---------------
    Net margin                                $29.7    $4.8  $122.4   $93.9
    Operating costs                            $8.4    $9.4   $26.4   $28.0
    Depreciation and amortization              $0.1    $0.2    $0.4    $0.8
    Operating income                          $21.2   $(3.5)  $95.6   $66.4
    Natural gas marketed (Bcf)                  255     261     841     867
    Natural gas gross margin ($/Mcf)          $0.11   $0.02   $0.14   $0.08
    Physically settled volumes (Bcf)            524     560   1,702   1,756



    ONEOK, Inc. and Subsidiaries
    CONSOLIDATING INCOME STATEMENT


                                   Three Months Ended September 30, 2009
                                       ONEOK      Consolidating
    (Unaudited)              ONEOK    Partners       Entries      Consolidated
    -----------              -----    --------       -------      ------------
                                         (Millions of dollars)
    Operating income
      ONEOK Partners          $-        $145           $-            $145
      Distribution             8           -            -               8
      Energy Services         21           -            -              21
      Other                    -           -            -               -
    -------                  ---         ---          ---             ---
    Operating income          29         145            -             174
    ----------------         ---         ---          ---             ---
    Equity in earnings
     of ONEOK Partners        68           -          (68)              -
    Other income
     (expense)                 3          32            -              35
    Interest expense         (23)        (50)           -             (73)
    Income taxes             (29)         (5)           -             (34)
    ------------             ---         ---          ---             ---
    Net income                48         122          (68)            102
    Less: Net income
     attributable to
     noncontrolling
     interests                 -           -           54              54
    ----------------         ---         ---          ---             ---
    Net income
     attributable
     to ONEOK                $48        $122        $(122)            $48
    ================         ===        ====        =====             ===


                                   Nine Months Ended September 30, 2009
                                       ONEOK      Consolidating
    (Unaudited)              ONEOK    Partners       Entries      Consolidated
    -----------              -----    --------       -------      ------------
                                         (Millions of dollars)
    Operating income
      ONEOK Partners          $-        $394           $-            $394
      Distribution           130           -            -             130
      Energy Services         96           -            -              96
      Other                    2           -            -               2
    -------                  ---         ---          ---             ---
    Operating income         228         394            -             622
    ----------------         ---         ---          ---             ---
    Equity in earnings
     of ONEOK Partners       184           -         (184)              -
    Other income
     (expense)                 5          88            -              93
    Interest expense         (72)       (152)           -            (224)
    Income taxes            (133)        (11)           -            (144)
    ------------            ----         ---          ---            ----
    Net income               212         319         (184)            347
    Less: Net income
     attributable to
     noncontrolling
     interests                 -           -          135             135
    ----------------         ---         ---          ---             ---
    Net income
     attributable
     to ONEOK               $212        $319        $(319)           $212
    ================        ====        ====        =====            ====



    ONEOK, Inc. and Subsidiaries
    CONSOLIDATING INCOME STATEMENT

                                     Three Months Ended September 30, 2008
                                            ONEOK   Consolidating
    (Unaudited)                   ONEOK   Partners     Entries    Consolidated
    -----------                   -----   --------     -------    ------------
                                             (Millions of dollars)
    Operating income
      ONEOK Partners                $-      $198          $-          $198
      Distribution                  (3)        -           -            (3)
      Energy Services               (4)        -           -            (4)
      Other                          1         -           -             1
    -------                        ---       ---         ---           ---
    Operating income                (6)      198           -           192
    ----------------               ---       ---         ---           ---
    Equity in earnings of
     ONEOK Partners                109         -        (109)            -
    Other income (expense)           6        40           -            46
    Interest expense               (27)      (34)          -           (61)
    Income taxes                   (24)        -           -           (24)
    ------------                   ---       ---         ---           ---
    Net income                      58       204        (109)          153
    Less: Net income
     attributable to
     noncontrolling
     interests                       -         -          95            95
    ---------------                ---       ---        ----           ---
    Net income attributable
     to ONEOK                      $58      $204       $(204)          $58
    =======================        ===      ====       =====           ===


                                     Nine Months Ended September 30, 2008
                                            ONEOK   Consolidating
    (Unaudited)                   ONEOK   Partners     Entries    Consolidated
    -----------                   -----   --------     -------    ------------
                                             (Millions of dollars)
    Operating income
      ONEOK Partners                $-      $512          $-          $512
      Distribution                 118         -           -           118
      Energy Services               66         -           -            66
      Other                          2         -           -             2
    -------                        ---       ---         ---           ---
    Operating income               186       512           -           698
    ----------------               ---       ---         ---           ---
    Equity in earnings of
     ONEOK Partners                268         -        (268)            -
    Other income (expense)           5       106           -           111
    Interest expense               (75)     (108)          -          (183)
    Income taxes                  (140)       (7)          -          (147)
    ------------                  ----       ---         ---          ----
    Net income                     244       503        (268)          479
    Less: Net income
     attributable to
     noncontrolling
     interests                       -         -         235           235
    ----------------               ---       ---         ---           ---
    Net income attributable
     to ONEOK                     $244      $503       $(503)         $244
    =======================       ====      ====       =====          ====



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

                                                           Nine Months Ended
    (Unaudited)                                            September 30, 2009
    -----------                                            ------------------
                                                         (Millions of dollars)
    Net income attributable to ONEOK                                   $212.0
    Depreciation and amortization                                        93.9
    Gain on sale of assets                                               (0.5)
    Equity earnings from investments                                   (183.7)
    Distributions received from unconsolidated affiliates               206.9
    Deferred income taxes                                                65.5
    Stock-based compensation expense                                     15.2
    Allowance for doubtful accounts                                       3.1
    Investment securities gains                                          (2.4)
    ---------------------------                                          ----
    Cash flow, before changes in working capital (a)                   $410.0
    ================================================                   ======

    (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                             $538       $537         $1
      Distribution                                209        200          9
      Energy Services                             122        115          7
      Other                                         2          1          1
      -----                                       ---        ---        ---
    Operating income                              871        853         18
    Equity earnings from investments               75         80         (5)
    Other income (expense)                         30         12         18
    Interest expense                             (304)      (312)         8
    ----------------                             ----       ----        ---
    Income before income taxes                    672        633         39
    --------------------------                    ---        ---        ---
    Income taxes                                 (200)      (185)       (15)
    ------------                                 ----       ----        ---
    Net income                                    472        448         24
    Less: Net income attributable to
     noncontrolling interests                     180        177          3
    --------------------------------              ---        ---        ---
    Net income attributable to ONEOK             $292       $271        $21
    ================================             ====       ====        ===

    -------------------------------             -----      -----      -----
    Net earnings per share, diluted             $2.75      $2.55      $0.20
    ===============================             =====      =====      =====

    Average shares of common stock, diluted
     (millions)                                 106.1      106.0        0.1

    Capital expenditures
    --------------------                         ----       ----        ---
      ONEOK Partners                             $583       $570        $13
      Distribution                                158        158          -
      Other                                        15         17         (2)
      -----                                       ---        ---        ---
    Total capital expenditures                   $756       $745        $11
    ==========================                   ====       ====        ===


    *Amounts shown are midpoints of ranges provided.

SOURCE ONEOK, Inc.

Analysts, Dan Harrison, +1-918-588-7950, or Media, Megan Washbourne, +1-918-588-7572, both of ONEOK, Inc.