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

November 03, 2009

TULSA, Okla., Nov 03, 2009 /PRNewswire-FirstCall via COMTEX News Network/ -- ONEOK Partners, L.P. (NYSE: OKS) today announced third-quarter 2009 earnings of $1.00 per unit, compared with $1.97 per unit for the third quarter 2008. Net income attributable to ONEOK Partners was $121.5 million in the third quarter 2009, compared with $203.9 million in the same period in 2008.

For the nine-month period ended Sept. 30, 2009, net income attributable to ONEOK Partners was $318.6 million, or $2.67 per unit, compared with $503.4 million, or $4.93 per unit, in the same period in 2008.

The partnership also updated its 2009 limited partners' net income per unit guidance to the range of $3.40 to $3.60 per unit from its previous range of $3.25 to $3.65 per unit. The partnership's distributable cash flow is expected to be in the range of $530 million to $550 million.

"The partnership posted solid results in the third quarter," said John W. Gibson, chairman and chief executive officer of ONEOK Partners. "We achieved continued volume growth in both our natural gas and natural gas liquids businesses, which helped offset significantly lower commodity prices and narrower NGL product price differentials compared with a year ago."

"We successfully completed our more than $2 billion capital investment program," Gibson said. "These investments, coupled with the additional opportunities we've identified over the next five years, establish a strong foundation for growth in both our fee-based earnings and distributions to unitholders."

Cash flow, as measured by earnings before interest, taxes, depreciation and amortization (EBITDA), was $211.4 million in the third quarter 2009, compared with $252.6 million in the third quarter 2008. Distributable cash flow (DCF) in the third quarter 2009 was $144.1 million, or $1.24 per unit, compared with $191.0 million, or $1.85 per unit, in the third quarter 2008.

Year-to-date 2009 EBITDA was $577.7 million, compared with $672.8 million in the same period last year. Nine-month 2009 DCF was $409.6 million, or $3.63 per unit, compared with $526.7 million, or $5.23 per unit, in the same period last year.

Operating income for the third quarter 2009 was $144.7 million, compared with $197.5 million for the third quarter 2008. For the nine months 2009, operating income was $394.4 million, compared with $511.8 million in 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 in the natural gas gathering and processing segment; narrower NGL product price differentials and prior-year operational measurement gains in the natural gas liquids segment; and the impact of lower natural gas prices on retained fuel in the natural gas pipelines segment.

These decreases were partially offset by increased NGL throughput in the natural gas liquids segment, primarily associated with the completion of the Overland Pass Pipeline and related expansion projects, and the Arbuckle Pipeline, as well as new supply connections; higher natural gas volumes processed and sold in the natural gas gathering and processing segment; and higher natural gas transportation margins, as a result of the Guardian Pipeline expansion and extension and an increase in contracted volumes on Midwestern Gas Transmission as a result of a new interconnect with the Rockies Express Pipeline in the natural gas pipelines segment.

Operating costs were $105.1 million in the third quarter 2009, compared with $97.5 million in the same period last year. Nine-month 2009 operating costs were $295.0 million, compared with $272.7 million in the same period last year. The operating cost increases for both the three- and nine-month periods were due primarily to incremental costs associated with the operation of the Overland Pass Pipeline and the Arbuckle Pipeline, and higher operating expenses at fractionation facilities, including the expanded Bushton fractionator.

Equity earnings from investments were $20.1 million in the third quarter 2009, compared with $29.4 million in the same period last year. For the nine months 2009, equity earnings from investments were $55.5 million, compared with $74.8 million in the same period last year. The equity earnings from investments decreased for both the three- and nine-month 2009 periods, primarily as the result of lower subscription volumes and rates on Northern Border Pipeline and lower volumes gathered at various natural gas gathering and processing investments in the Powder River Basin of Wyoming. Third-quarter and nine-month 2008 results included an $8.3 million gain on the sale of Bison Pipeline LLC by Northern Border Pipeline.

THIRD-QUARTER 2009 SUMMARY AND ADDITIONAL UPDATES:

    --  Operating income of $144.7 million, compared with $197.5 million in the
        third quarter 2008;
    --  Natural gas gathering and processing segment operating income of $40.2
        million, compared with $63.5 million in the third quarter 2008;
    --  Natural gas pipelines segment operating income of $41.7 million,
        compared with $33.3 million in the third quarter 2008;
    --  Completing the consolidation of the natural gas liquids gathering and
        fractionation and natural gas liquids pipelines segments into one
        reporting segment and recasting prior reporting periods;
    --  Natural gas liquids segment operating income of $63.3 million, compared
        with $101.2 million in the third quarter 2008;
    --  Equity earnings from investments of $20.1 million, compared with $29.4
        million in the third quarter 2008;
    --  Capital expenditures of $169.4 million, compared with $335.6 million in
        the third quarter 2008;
    --  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;
    --  Placing into service in October the 150-mile Piceance Lateral Pipeline,
        connecting NGL production from the Piceance Basin to the Overland Pass
        Pipeline;
    --  Completing in October the $14.7 million expansion of the Fargo Lateral
        segment of the Viking natural gas pipeline;
    --  Electing Julie H. Edwards, Jim W. Mogg, Shelby E. Odell and Craig F.
        Strehl to the board of directors, which increases the number of those
        serving on the board of directors to 10 from six, and the number of
        independent directors to seven from three; and

    --  Increasing the quarterly cash distribution to $1.09 per unit, payable
        Nov. 13, 2009, to unitholders of record as of Oct. 30, 2009.

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

Natural Gas Gathering and Processing Segment

The natural gas gathering and processing segment's operating income for the third quarter 2009 was $40.2 million, compared with $63.5 million for the third quarter 2008.

Third-quarter 2009 results decreased $33.7 million due to lower realized commodity prices, partially offset by an $11.4 million increase as the result of higher volumes processed and sold. Operating costs for the third quarter 2009 were $33.6 million, compared with $35.7 million in the same period last year.

Operating income for the nine-month 2009 period was $120.9 million, compared with $198.8 million in the same period in 2008.

Nine-month 2009 results decreased $95.1 million, due primarily to lower realized commodity prices, partially offset by a $20.1 million increase from higher volumes processed and sold. Operating costs for the segment decreased to $99.4 million, compared with $101.5 million in the same period in 2008.

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

Equity earnings from investments decreased for both the three- and nine-month periods ended Sept. 30, 2009, compared with the prior year, primarily as a result of lower volumes in various natural gas gathering system investments in the Powder River Basin of Wyoming.

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

                                    Three Months Ended     Nine Months Ended
                                       September 30,         September 30,
                                      2009       2008       2009       2008
    -------------------------------------------------------------------------
    Percent of proceeds
      Wellhead purchases (MMBtu/d)   49,472     65,804     55,545     68,564
      NGL sales (Bbl/d)               5,408      3,998      5,215      4,637
      Residue gas sales (MMBtu/d)    46,406     42,119     41,698     38,570
      Condensate sales (Bbl/d)        1,488      1,469      1,786      1,711
      Percentage of total net
       margin                            50%        64%        49%        62%
    Fee-based
      Wellhead volumes (MMBtu/d)  1,100,202  1,145,656  1,131,018  1,173,894
      Average rate ($/MMBtu)          $0.31      $0.27      $0.30      $0.26
      Percentage of total net
       margin                            35%        22%        36%        23%
    Keep-whole
      NGL shrink (MMBtu/d)           16,843     20,016     17,875     21,978
      Plant fuel (MMBtu/d)            1,954      2,106      2,100      2,301
      Condensate shrink (MMBtu/d)     1,407      1,574      1,893      1,941
      Condensate sales (Bbl/d)          285        318        383        393
      Percentage of total net
       margin                            15%        14%        15%        15%
    -------------------------------------------------------------------------

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:

                                    Three Months Ending
                                     December 31, 2009
                            --------------------------------------
                            Volumes                     Percentage
                            Hedged   Average Price         Hedged
    --------------------------------------------------------------
    NGLs (Bbl/d) (a)         7,857   $1.04 / gallon          87%
    Condensate
     (Bbl/d) (a)             2,064   $2.08 / gallon          91%
    --------------------------------------------------------------
      Total (Bbl/d)          9,921   $1.26 / gallon          88%
    ==============================================================
    Natural gas
     (MMBtu/d)              17,009   $4.25 / MMBtu           88%
    --------------------------------------------------------------
    (a) - Hedged with fixed-price swaps.


                                          Year Ending
                                       December 31, 2010
                            --------------------------------------
                            Volumes                     Percentage
                             Hedged   Average Price       Hedged
    --------------------------------------------------------------
    NGLs (Bbl/d) (a)         3,881   $1.19 / gallon          55%
    Condensate
     (Bbl/d) (a)             1,696   $1.79 / gallon          75%
    --------------------------------------------------------------
      Total (Bbl/d)          5,577   $1.38 / gallon          60%
    ==============================================================
    Natural gas
     (MMBtu/d)              25,225   $5.55 / MMBtu           75%
    --------------------------------------------------------------
    (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 $1.1 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 $1.1 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 third-quarter 2009 operating income of $41.7 million, compared with $33.3 million for the third quarter 2008.

Third-quarter 2009 results include a $10.1 million increase in transportation margins, primarily as the result of incremental margin from the Guardian Pipeline expansion and extension that was completed in February 2009 and an increase in contracted volumes on Midwestern Gas Transmission as a result of a new interconnect with the Rockies Express Pipeline that was placed in service in June 2009. These increases were partially offset by a $4.8 million decrease from the effect of lower natural gas prices on retained fuel.

Operating income for the nine months was $106.1 million, compared with $102.7 million in the same period in 2008.

Nine-month 2009 results reflect a $23.3 million increase in transportation margins, primarily as the result of the completion of the Guardian Pipeline expansion and extension project, partially offset by an $18.3 million decrease from the effect of lower natural gas prices on retained fuel.

Third-quarter 2009 equity earnings from investments were $11.0 million, compared with $20.2 million in the third quarter 2008. Nine-month 2009 equity earnings from investments were $32.8 million, compared with $49.4 million in 2008. The decreases were primarily due to lower subscription volumes and rates on Northern Border Pipeline, in which the partnership 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.

Natural Gas Liquids Segment

As previously announced, beginning in the third quarter 2009, the natural gas liquids gathering and fractionation segment and the natural gas liquids pipelines segment were consolidated into one reporting segment - natural gas liquids. Prior reporting periods have been recast to reflect the consolidation.

The natural gas liquids segment reported third-quarter 2009 operating income of $63.3 million, compared with $101.2 million for the third quarter 2008.

Third-quarter 2009 results decreased $28.0 million due to narrower NGL product price differentials and decreased $11.6 million as the result of prior-year operational measurement gains. These decreases were offset by an $18.2 million increase as the result of higher NGL volumes gathered, fractionated and transported, primarily associated with the completion of the Overland Pass Pipeline and related expansion projects, and the Arbuckle Pipeline, as well as new supply connections.

Operating income for the nine-month 2009 period was $168.0 million, compared with $211.9 million in the same period last year.

Nine-month 2009 operating income decreased $38.4 million due to narrower NGL product price differentials and decreased $12.5 million as the result of prior-year operational measurement gains. These decreases were offset by a $46.2 million increase as the result of higher NGL volumes gathered, fractionated and transported, primarily associated with the completion of the Overland Pass Pipeline and related expansion projects, and the Arbuckle Pipeline, as well as new supply connections.

Third-quarter 2009 operating costs were $49.6 million, compared with $37.9 million in the third quarter 2008. Nine-month 2009 operating costs were $129.8 million, compared with $103.7 million in the same period last year. The increases resulted primarily from the operation of the Overland Pass Pipeline, the Arbuckle Pipeline and the recently expanded Bushton fractionator, as well as increased outside service expenses at other fractionators, incremental ad valorem taxes and higher employee-related costs.

The Conway-to-Mont Belvieu average ethane price differential in the third quarter 2009, based on Oil Price Information Service (OPIS) pricing, was 15 cents per gallon, compared with 24 cents per gallon in the same period last year. For the nine-month 2009 period, the average ethane price differential was 12 cents per gallon, compared with 15 cents per gallon in the same period 2008.

GROWTH ACTIVITIES

The partnership recently completed more than $2 billion of internally generated growth projects. Following is a review of these projects and updated throughput expectations (all cost estimates exclude allowance for funds used during construction, or AFUDC).

In October 2009, the partnership placed into service the Piceance Lateral Pipeline, a 150-mile pipeline connecting the Piceance Basin with the Overland Pass Pipeline. The pipeline has the capacity to transport as much as 100,000 barrels per day (bpd) of unfractionated NGLs. The project is expected to cost approximately $135 million to $140 million. Throughput is expected to reach approximately 30,000 bpd during the fourth quarter 2009.

In July 2009, construction of 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 bpd of unfractionated NGLs, expandable to 240,000 bpd with additional pump facilities. The estimated cost for the current pipeline capacity is approximately $490 million. During the month of October 2009, volumes reached 80,000 bpd, and supply commitments from producers are expected to be sufficient to transport up to 210,000 bpd 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. Throughput reached 30,000 bpd during the third quarter 2009, with an additional 10,000 bpd anticipated 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 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. Approximately 99,000 bpd is currently flowing on Overland Pass, and the pipeline's capacity can be increased to approximately 255,000 bpd with the addition of pump facilities. By the end of the fourth quarter 2009, expected throughput on Overland Pass Pipeline will be approximately 130,000 to 140,000 bpd.

The partnership has identified additional growth projects, depending on market needs, in the range of approximately $300 million to $500 million per year between 2010 and 2015, with more than half of the planned investments in the natural gas liquids segment.

2009 EARNINGS GUIDANCE

The partnership updated its 2009 limited partners' net income per unit guidance to the range of $3.40 to $3.60 per unit from its previous range of $3.25 to $3.65 per unit. The partnership's distributable cash flow is expected to be in the range of $530 million to $550 million. Exhibits A and B include updated information on the partnership's 2009 earnings guidance.

Earnings guidance was updated due primarily to lower than anticipated interest expense and higher AFUDC.

The average prices for unhedged volumes 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 OPIS average price differential used for ethane for the remaining three months of 2009 is 8 cents per gallon.

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.

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 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 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, visit the Web site at 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, 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 with 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 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 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:  Andrew Ziola    918-588-7163
    Media Contact:    Brad Borror     918-588-7582



    ONEOK Partners, L.P. 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 unit amounts)

    Revenues            $1,560,003  $2,241,107  $4,207,925  $6,444,034
    Cost of sales and
     fuel                1,267,124   1,915,707   3,399,523   5,569,176
    -------------------------------------------------------------------
    Net margin             292,879     325,400     808,402     874,858
    -------------------------------------------------------------------
    Operating expenses
      Operations and
       maintenance          92,855      86,456     258,246     243,929
      Depreciation and
       amortization         41,857      30,408     121,750      90,383
      General taxes         12,253      11,032      36,815      28,799
    -------------------------------------------------------------------
    Total operating
     expenses              146,965     127,896     416,811     363,111
    -------------------------------------------------------------------
    Gain (loss) on
     sale of assets         (1,180)         22       2,760          50
    -------------------------------------------------------------------
    Operating income       144,734     197,526     394,351     511,797
    -------------------------------------------------------------------
    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             5,026         990       8,841       3,724
    Other expense             (299)     (5,784)     (2,728)     (7,951)
    Interest expense       (50,371)    (34,447)   (152,167)   (107,681)
    -------------------------------------------------------------------
    Income before
     income taxes          126,434     203,313     329,522     510,482
    -------------------------------------------------------------------
    Income taxes            (4,729)        670     (10,668)     (6,703)
    -------------------------------------------------------------------
    Net income             121,705     203,983     318,854     503,779
    Less: Net income
     attributable to
     noncontrolling
     interests                 212         111         232         368
    -------------------------------------------------------------------
    Net income
     attributable to
     ONEOK Partners,
     L.P.                 $121,493    $203,872    $318,622    $503,411
    ===================================================================

    Limited partners'
     interest in net
     income:
    Net income
     attributable to
     ONEOK Partners,
     L.P.                 $121,493    $203,872    $318,622    $503,411
    General partner's
     interest in net
     income                (25,010)    (24,397)    (70,710)    (65,790)
    -------------------------------------------------------------------
      Limited
       partners'
       interest in net
       income              $96,483    $179,475    $247,912    $437,621
    ===================================================================

    Limited partners'
     net income per
     unit, basic and
     diluted                 $1.00       $1.97       $2.67       $4.93
    ===================================================================

    Number of units
     used in
     computation
     (thousands)            96,402      90,920      92,932      88,768
    ===================================================================



    ONEOK Partners, L.P. and Subsidiaries
    CONSOLIDATED BALANCE SHEETS
                                                    September 30, December 31,
    (Unaudited)                                         2009          2008
    --------------------------------------------------------------------------
    Assets                                           (Thousands of dollars)
    Current assets
      Cash and cash equivalents                         $30,535      $177,635
      Accounts receivable, net                          445,185       317,182
      Affiliate receivables                              21,532        25,776
      Gas and natural gas liquids in storage            187,773       190,616
      Commodity exchanges and imbalances                 85,073        55,086
      Derivative financial instruments                    5,983        63,780
      Other current assets                               41,713        28,176
    --------------------------------------------------------------------------
          Total current assets                          817,794       858,251
    --------------------------------------------------------------------------

    Property, plant and equipment
      Property, plant and equipment                   6,250,762     5,808,679
      Accumulated depreciation and amortization         933,264       875,279
    --------------------------------------------------------------------------
          Net property, plant and equipment           5,317,498     4,933,400
    --------------------------------------------------------------------------

    Investments and other assets
      Investments in unconsolidated affiliates          774,347       755,492
      Goodwill and intangible assets                    670,786       676,536
      Other assets                                       36,619        30,593
    --------------------------------------------------------------------------
          Total investments and other assets          1,481,752     1,462,621
    --------------------------------------------------------------------------
          Total assets                               $7,617,044    $7,254,272
    ==========================================================================

    Liabilities and partners' equity
    Current liabilities
      Current maturities of long-term debt             $261,931       $11,931
      Notes payable                                     515,000       870,000
      Accounts payable                                  508,331       496,763
      Affiliate payables                                 32,489        23,333
      Commodity exchanges and imbalances                204,401       191,165
      Other current liabilities                         159,154       100,832
    --------------------------------------------------------------------------
          Total current liabilities                   1,681,306     1,694,024
    --------------------------------------------------------------------------

    Long-term debt, excluding current maturities      2,826,016     2,589,509

    Deferred credits and other liabilities               60,717        54,773

    Commitments and contingencies

    Partners' equity
      ONEOK Partners, L.P. partners' equity:
        General partner                                  83,798        77,546
        Common units: 59,912,777 and 54,426,087
         units issued and outstanding at
         September 30, 2009 and December 31,
         2008, respectively
                                                      1,571,123     1,361,058
        Class B units: 36,494,126 units issued
         and outstanding at September 30, 2009
         and December 31, 2008                        1,386,000     1,407,016
        Accumulated other comprehensive income            2,499        64,405
    --------------------------------------------------------------------------
          Total ONEOK Partners, L.P. partners'
           equity                                     3,043,420     2,910,025
    --------------------------------------------------------------------------

      Noncontrolling interests in consolidated
       subsidiaries                                       5,585         5,941
    --------------------------------------------------------------------------
          Total partners' equity                      3,049,005     2,915,966
    --------------------------------------------------------------------------
          Total liabilities and partners' equity     $7,617,044    $7,254,272
    ==========================================================================



    ONEOK Partners, L.P. and Subsidiaries
    CONSOLIDATED STATEMENTS OF CASH FLOWS                 Nine Months Ended
                                                            September 30,
      (Unaudited)                                          2009      2008
    -------------------------------------------------------------------------
                                                       (Thousands of dollars)
    Operating activities
    Net income                                           $318,854  $503,779
    Depreciation and amortization                         121,750    90,383
    Allowance for equity funds used during construction   (25,761)  (35,788)
    Gain on sale of assets                                 (2,760)      (50)
    Equity earnings from investments                      (55,464)  (74,805)
    Distributions received from unconsolidated
     affiliates                                            56,896    67,812
    Changes in assets and liabilities:
      Accounts receivable                                (128,003)   98,214
      Affiliate receivables                                 4,244     9,245
      Gas and natural gas liquids in storage                2,843   (59,690)
      Derivative financial instruments                     (3,035)  (47,017)
      Accounts payable                                     20,375   (52,516)
      Affiliate payables                                    9,156    11,401
      Commodity exchanges and imbalances, net             (16,751)   (3,521)
      Accrued interest                                     29,695    32,117
      Other assets and liabilities                         16,999    29,101
    -------------------------------------------------------------------------
      Cash provided by operating activities               349,038   568,665
    -------------------------------------------------------------------------

    Investing activities
    Changes in investments in unconsolidated affiliates   (19,878)    3,063
    Acquisitions                                                -     2,450
    Capital expenditures (less allowance for equity
     funds used during construction)                     (491,256) (860,167)
    Proceeds from sale of assets                            8,528       133
    -------------------------------------------------------------------------
      Cash used in investing activities                  (502,606) (854,521)
    -------------------------------------------------------------------------

    Financing activities
    Cash distributions:
      General and limited partners                       (370,094) (332,090)
      Noncontrolling interests                               (588)     (223)
    Borrowing of notes payable, net                       515,000   180,000
    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)        -
    Repayment of long-term debt                            (8,948)   (8,947)
    Issuance of common units, net of discounts            241,643   450,198
    Contribution from general partner                       5,130     9,508
    -------------------------------------------------------------------------
      Cash provided by financing activities                 6,468   298,446
    -------------------------------------------------------------------------
        Change in cash and cash equivalents              (147,100)   12,590
        Cash and cash equivalents at beginning of period  177,635     3,213
    -------------------------------------------------------------------------
        Cash and cash equivalents at end of period        $30,535   $15,803
    =========================================================================



    ONEOK Partners, L.P. and Subsidiaries
    INFORMATION AT A GLANCE

                                         Three Months Ended  Nine Months Ended
                                             September 30,    September 30,
    (Unaudited)                              2009    2008     2009    2008
    --------------------------------------------------------------------------
                                        (Millions of dollars, except as noted)
    Natural Gas Gathering and Processing
    ------------------------------------
    Net margin                               $89.3  $111.7  $261.7  $336.7
    Operating costs                          $33.6   $35.7   $99.4  $101.5
    Depreciation and amortization            $15.3   $12.5   $44.2   $36.4
    Operating income                         $40.2   $63.5  $120.9  $198.8
    Equity earnings from investments          $8.4    $8.8   $20.6   $24.0
    Natural gas gathered (BBtu/d)            1,100   1,146   1,131   1,174
    Natural gas processed (BBtu/d)             664     649     658     641
    NGL sales (MBbl/d)                          43      39      42      39
    Residue gas sales (BBtu/d)                 297     281     291     280
    Realized composite NGL sales price
     ($/gallon)                              $0.76   $1.51   $0.70   $1.44
    Realized condensate sales price ($/Bbl) $79.46  $99.61  $70.66  $96.91
    Realized residue gas sales price
     ($/MMBtu)                               $2.99   $8.33   $3.11   $8.39
    Realized gross processing spread
     ($/MMBtu)                               $6.54   $6.69   $6.41   $6.94
    Capital expenditures - growth            $17.4   $27.8   $60.9   $82.6
    Capital expenditures - maintenance        $5.8    $8.0   $14.7   $16.0

    Natural Gas Pipelines
    ---------------------
    Net margin                               $75.9   $65.8  $208.3  $196.1
    Operating costs                          $22.9   $23.9   $67.5   $67.9
    Depreciation and amortization            $10.6    $8.6   $34.0   $25.5
    Operating income                         $41.7   $33.3  $106.1  $102.7
    Equity earnings from investments         $11.0   $20.2   $32.8   $49.4
    Natural gas transportation capacity
     contracted (MMcf/d)                     5,764   4,765   5,461   4,877
    Transportation capacity subscribed          87%     81%     83%     83%
    Average natural gas price
       Mid-Continent region ($/MMBtu)        $2.94   $8.44   $3.01   $8.27
    Capital expenditures - growth             $8.5   $97.7   $40.8  $146.2
    Capital expenditures - maintenance        $5.5   $10.1    $7.5   $13.6

    Natural Gas Liquids
    -------------------
    Net margin                              $128.9  $148.4  $341.4  $344.0
    Operating costs                          $49.6   $37.9  $129.8  $103.7
    Depreciation and amortization            $15.9    $9.3   $43.5   $28.4
    Operating income                         $63.3  $101.2  $168.0  $211.9
    Equity earnings from investments          $0.6    $0.4    $2.1    $1.4
    NGL sales (MBbl/d)                         382     273     388     275
    NGLs fractionated (MBbl/d)                 496     375     458     379
    NGLs transported-gathering lines
     (MBbl/d)                                  385     253     358     255
    NGLs transported-distribution lines
     (MBbl/d)                                  446     430     451     347
    Conway-to-Mont Belvieu OPIS average
     price differential
      Ethane ($/gallon)                      $0.15   $0.24   $0.12   $0.15
    Capital expenditures - growth           $126.9  $184.0  $352.4  $584.8
    Capital expenditures - maintenance        $4.9    $8.0   $14.2   $16.9



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

                                    Three Months Ended   Nine Months Ended
                                       September 30,        September 30,
    (Unaudited)                       2009      2008      2009      2008
    -----------------------------------------------------------------------
                                            (Thousands of dollars)
    Reconciliation of Net Income to EBITDA
    -----------------------------------------------------------------------
    Net income                      $121,705  $203,983  $318,854  $503,779
    Interest expense                  50,371    34,447   152,167   107,681
    Depreciation and amortization     41,857    30,408   121,750    90,383
    Income taxes                       4,729      (670)   10,668     6,703
    Allowance for equity funds
     used during construction         (7,290)  (15,616)  (25,761)  (35,788)
    -----------------------------------------------------------------------
      EBITDA                        $211,372  $252,552  $577,678  $672,758
    =======================================================================

    Natural Gas Gathering and Processing Reconciliation of Operating
     Income to EBITDA
    -----------------------------------------------------------------------
    Operating income                 $40,218   $63,538  $120,864  $198,774
    Depreciation and amortization     15,312    12,533    44,225    36,431
    Equity earnings from
     investments                       8,396     8,819    20,583    23,989
    Other income (expense)             1,357    (2,191)    1,486    (3,128)
    -----------------------------------------------------------------------
      EBITDA                         $65,283   $82,699  $187,158  $256,066
    =======================================================================

    Natural Gas Pipelines Reconciliation of Operating Income to EBITDA
    -----------------------------------------------------------------------
    Operating income                 $41,732   $33,303  $106,078  $102,708
    Depreciation and amortization     10,607     8,607    34,029    25,547
    Equity earnings from
     investments                      11,039    20,207    32,802    49,421
    Other income (expense)             1,102    (1,391)    1,429    (1,983)
    -----------------------------------------------------------------------
      EBITDA                         $64,480   $60,726  $174,338  $175,693
    =======================================================================

    Natural Gas Liquids Reconciliation of Operating Income to EBITDA
    -----------------------------------------------------------------------
    Operating income                 $63,272  $101,202  $167,895  $211,879
    Depreciation and amortization     15,944     9,262    43,488    28,388
    Equity earnings from
     investments                         619       386     2,079     1,395
    Other income (expense)             1,562    (2,649)      723    (4,169)
    -----------------------------------------------------------------------
      EBITDA                         $81,397  $108,201  $214,185  $237,493
    =======================================================================



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

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

    Reconciliation of EBITDA to Distributable Cash Flow
    ------------------------------------------------------------------------
    EBITDA                         $211,372  $252,552    $577,678  $672,758
    (Gain)/loss on sale of assets     1,180       (22)     (2,760)      (50)
    Interest expense                (50,371)  (34,447)   (152,167) (107,681)
    Maintenance capital             (16,120)  (26,146)    (36,436)  (46,564)
    Distributions to
     noncontrolling interests           (99)      (75)       (588)     (223)
    Equity earnings from
     investments                    (20,054)  (29,412)    (55,464)  (74,805)
    Distributions received from
     unconsolidated affiliates       19,615    30,466      83,088    91,093
    Current income tax expense
     and other                       (1,386)   (1,961)     (3,767)   (7,790)
    ------------------------------------------------------------------------
      Distributable cash flow      $144,137  $190,955    $409,584  $526,738
    ========================================================================


    Distributions to general
     partner                        (25,075)  (22,739)    (71,924)  (62,760)
    ------------------------------------------------------------------------
    Distributable cash flow to
     limited partners              $119,062  $168,216    $337,660  $463,978
    ========================================================================

    Distributable cash flow per
     limited partner unit             $1.24     $1.85       $3.63     $5.23
    ========================================================================
    Distributions declared per
     limited partner unit             $1.09     $1.08       $3.25     $3.18
    ========================================================================
    Coverage ratio                     1.14      1.71        1.12      1.64
    ========================================================================

    Number of units used in
     computation (thousands)         96,402    90,920      92,932    88,768
    ========================================================================



    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                     144       141          3
      Natural Gas Liquids                       232       231          1
      Other                                      (2)        1         (3)
    ---------------------------------------------------------------------
    Operating income                            538       537          1
    Equity earnings from investments             75        80         (5)
    Other income (expense)                       35        28          7
    Interest expense                           (208)     (214)         6
    ---------------------------------------------------------------------
    Income before income taxes                  440       431          9
    ---------------------------------------------------------------------
    Income taxes                                (16)      (14)        (2)
    ---------------------------------------------------------------------
    Net income                                  424       417          7
    Less: Net income attributable to
     noncontrolling interests                     -         -          -
    ---------------------------------------------------------------------
    Net income attributable to ONEOK
     Partners, L.P.                            $424      $417         $7
    =====================================================================

    ---------------------------------------------------------------------
    Limited partners' net income per
     unit, basic and diluted                  $3.50     $3.45      $0.05
    =====================================================================
                                                                       -
    Number of units used in computation
     (millions)                                93.8      93.8          -


    Capital expenditures
    ---------------------------------------------------------------------
      Natural Gas Gathering and Processing     $113      $108         $5
      Natural Gas Pipelines                      73        82         (9)
      Natural Gas Liquids                       397       380         17
    ---------------------------------------------------------------------
    Total capital expenditures                 $583      $570        $13
    =====================================================================

    Growth                                     $523      $509        $14
    Maintenance                                  60        61         (1)
    ---------------------------------------------------------------------
    Total capital expenditures                 $583      $570        $13
    =====================================================================

    *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                                  $424       $417         $7
    Interest expense                             208        214         (6)
    Depreciation and amortization                166        164          2
    Income taxes                                  16         14          2
    Allowance for equity funds used during
     construction                                (27)       (22)        (5)
    -----------------------------------------------------------------------
      EBITDA                                    $787       $787         $-
    =======================================================================

    Reconciliation of EBITDA to Distributable Cash Flow
    -----------------------------------------------------------------------
    EBITDA                                      $787       $787         $-
    (Gain)/loss on sale of assets                 (4)        (4)         -
    Interest expense                            (208)      (214)         6
    Maintenance capital                          (60)       (61)         1
    Equity earnings from investments             (75)       (80)         5
    Distributions received from investments      104        104          -
    Current income tax expense and other          (4)        (7)         3
    -----------------------------------------------------------------------
      Distributable cash flow                   $540       $525        $15
    =======================================================================

    *Amounts shown are midpoints of ranges provided.

SOURCE ONEOK Partners, L.P.

http://www.oneokpartners.com

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