TULSA, Okla., Feb. 22, 2016 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) today announced fourth-quarter and full-year 2015 financial results.

FOURTH-QUARTER AND FULL-YEAR 2015 FINANCIAL HIGHLIGHTS



                     Three Months Ended                              Years Ended

                        December 31,                                December 31,

    ONEOK            2015                       2014                          2015     2014
    -----            ----                       ----                          ----     ----

                        (Millions of dollars, except per share and coverage ratio
                                                 amounts)


    Net income
     attributable to
     ONEOK (a)                $25.5                                    $94.5                $245.0  $314.1

    Net income per
     diluted share
     (a)                      $0.12                                    $0.45                 $1.16   $1.49

    Distributions
     declared from
     OKS                     $197.5                                   $168.5                $735.3  $633.0

    Cash flow
     available for
     dividends (b)           $166.6                                   $142.2                $641.3  $620.6

    Dividend
     coverage ratio
     (b)             1.29                         1.13                            1.26         1.28
    ---------------  ----                         ----                            ----         ----


    (a) Amounts include noncash
     impairment charges at ONEOK
     Partners of $264.3 million, or 33
     cents per diluted share, in the
     fourth quarter 2015; and $76.4
     million, or 9 cents per diluted
     share, in the third quarter 2014.

    (b) Cash flow available for
     dividends and dividend coverage
     ratio are non-GAAP measures.
     Reconciliations to relevant GAAP
     measures are attached to this news
     release.

"ONEOK ended 2015 in a strong financial position, benefiting from increased distributions related to our limited and general partner interests in ONEOK Partners," said Terry K. Spencer, president and chief executive officer of ONEOK. "Distributions declared from the partnership increased more than 16 percent in 2015 compared with 2014, driven by ONEOK's purchase of an additional 21.5 million ONEOK Partners units in August 2015.

"Despite a continued challenging environment, we remain confident in the partnership's uniquely positioned assets, its ability to grow natural gas and natural gas liquids (NGL) volumes and its expectation to continue increasing fee-based earnings," said Spencer. "In 2015, ONEOK Partners took important steps to reduce commodity risk through initiatives such as contract restructuring in the Williston Basin and the completion of strategic capital-growth projects that will provide primarily fee-based earnings.

"We expect to achieve our 2016 financial guidance, including our expectation to maintain dividend coverage of approximately 1.3 times and to have approximately $250 million of free cash flow after dividends and cash on hand available to support ONEOK Partners if needed," added Spencer.

FOURTH-QUARTER AND FULL-YEAR 2015 FINANCIAL PERFORMANCE

Fourth-quarter and full-year 2015 results were impacted positively by higher volumes and increased fee-based earnings at ONEOK Partners (NYSE: OKS). NGL volumes gathered and fractionated and natural gas volumes gathered and processed increased, compared with 2014 results, and fee-based earnings increased in the natural gas gathering and processing segment as a result of successful contract restructuring efforts.

Unplanned outages related to ice storms in the Mid-Continent resulted in an approximately $4 million negative impact in the fourth quarter 2015 and sustained low commodity prices continued to impact the partnership throughout the year.



                       Three Months Ended                            Years Ended

                          December 31,                               December 31,

    ONEOK            2015                 2014                  2015              2014
    -----            ----                 ----                  ----              ----

                                          (Millions of dollars)


    Operating income           $242.0                                 $306.8               $996.2     $1,143.6

    Operating costs            $184.8                                 $181.3               $693.3       $674.9

    Depreciation and
     amortization               $93.4                                  $80.6               $354.6       $294.7

    Impairment of
     long-lived
     assets                   $(83.7)                            $        -             $(83.7)   $       -

    Equity in net
     earnings from
     investments                $32.1                                  $34.3               $125.3       $117.4

    Impairment of
     equity
     investments             $(180.6)                            $        -            $(180.6)     $(76.4)

    Capital
     expenditures              $258.0                                 $574.8             $1,188.3     $1,779.2
    -------------              ------                                 ------             --------     --------

Fourth-quarter and full-year 2015 operating income reflect:


    --  Higher NGL fee-based exchange-services volumes primarily from eight new
        natural gas processing plants connected in 2015;
    --  Increases in the partnership's NGL transportation business, primarily
        from the West Texas LPG pipeline system in the Permian Basin;
    --  Higher natural gas volumes gathered and processed; and
    --  Higher average fee rates from contract restructuring in the natural gas
        gathering and processing segment; partially offset by
    --  Lower net realized NGL, natural gas and condensate prices; and
    --  Noncash impairment charges primarily related to investments in the
        coal-bed methane area of the Powder River Basin in Wyoming.

Operating costs increased for the fourth-quarter and full-year 2015 periods compared with the same periods in 2014 due primarily to completed capital-growth projects and acquisitions in the partnership's natural gas gathering and processing and natural gas liquids segments.

Depreciation and amortization increased in the fourth-quarter and full-year 2015, compared with 2014, due to the growth of operations related to completed capital-growth projects and acquisitions.

Equity in net earnings from investments increased for the full-year 2015, compared with 2014, due primarily to higher NGL volumes delivered to the Overland Pass Pipeline from the Bakken NGL Pipeline in 2015.

ONEOK's future cash payments associated with the released natural gas transportation and storage capacity from the former energy services segment are expected to total approximately $37 million, which consists of approximately $19 million in 2016; $10 million in 2017; $4 million in 2018; and $4 million over the period 2019 through 2023.

EARNINGS PRESENTATION AND KEY STATISTICS:

Additional financial and operating information that will be discussed on the fourth-quarter and full-year 2015 conference call is accessible on the ONEOK and ONEOK Partners websites, www.oneok.com and www.oneokpartners.com, or by selecting the links below.

> View earnings presentation

> View earnings tables

ONEOK AND ONEOK PARTNERS HIGHLIGHTS:

ONEOK:


    --  Maintaining 2016 cash flow available for dividends guidance of
        approximately $675 million and dividend coverage ratio guidance of
        approximately 1.30 times provided on Dec. 21, 2015;
    --  Purchasing in August $650 million, or approximately 21.5 million ONEOK
        Partners units;
    --  Ending 2015, on a stand-alone basis, with $92.5 million of cash and cash
        equivalents and $298.9 million available under its $300 million credit
        agreement;
    --  Extending in January 2016 the term of its credit agreement by one year,
        to January 2020; and
    --  Declaring in January 2016 a fourth-quarter dividend of 61.5 cents per
        share, or $2.46 per share on an annualized basis, a nearly 2 percent
        increase compared with the fourth quarter 2014.

ONEOK Partners:


    --  Completing in November the 200 million cubic feet per day (MMcf/d)
        Lonesome Creek natural gas processing plant in the Williston Basin,
        which is expected to process approximately 100 MMcf/d by the first
        quarter 2016;
    --  Completing three additional compressor stations in the Williston Basin,
        bringing the total for the year to six compressor stations, adding a
        total of 300 MMcf/d of compression capacity to the system;
    --  Completing more than 820 new Williston Basin well connects in 2015
        compared with original guidance of approximately 700;
    --  Raising net proceeds of approximately $749 million in August through a
        private placement of 21.5 million common units to ONEOK and a registered
        direct offering of 3.3 million common units to funds managed by Kayne
        Anderson Capital Advisors, L.P. ONEOK also contributed approximately
        $15.3 million to maintain its 2 percent general partner interest;
    --  Entering into a $1 billion three-year unsecured term loan agreement in
        January 2016, which enhances the partnership's liquidity position and is
        expected to eliminate the need to access public debt and equity markets
        until well into 2017;
    --  Extending in January 2016 the term of the partnership's $2.4 billion
        credit agreement by one year, to January 2020, and having $1.8 billion
        of capacity available under the agreement as of Dec. 31, 2015; and
    --  Declaring in January 2016 a fourth-quarter 2015 distribution of 79 cents
        per unit, or $3.16 per unit on an annualized basis.

BUSINESS-SEGMENT RESULTS:

Key financial and operating statistics are listed in the tables.

Natural Gas Liquids Segment

The natural gas liquids segment benefited from volume growth of NGLs gathered and fractionated during the fourth quarter and full-year 2015. NGLs transported on gathering lines increased more than 30 percent in the fourth quarter 2015 and nearly 44 percent for the full-year 2015, compared with the same periods in 2014, primarily due to increased Permian Basin volumes transported on the West Texas LPG pipeline system and increased volumes from eight new natural gas processing plants connected to ONEOK Partners' system in 2015, including the fourth-quarter completion of Lonesome Creek. NGLs fractionated increased approximately 8 and 6 percent in the fourth-quarter and full-year 2015 periods, respectively, compared with the same periods in 2014.



                       Three Months Ended                            Years Ended

                          December 31,                               December 31,

    Natural Gas
     Liquids Segment 2015                 2014                  2015              2014
    ---------------- ----                 ----                  ----              ----

                                          (Millions of dollars)


    Operating income          $217.7                                  $179.5              $767.3   $689.0

    Operating costs            $80.4                                   $78.2              $314.5   $296.4

    Depreciation and
     amortization              $40.7                                   $34.3              $158.7   $124.1

    Impairment of
     long-lived
     assets                  $(10.0)                             $        -            $(10.0)   $   -

    Equity in net
     earnings from
     investments               $11.1                                   $13.7               $38.7    $27.3
    --------------             -----                                   -----               -----    -----

The increase in fourth-quarter 2015 operating income, compared with the fourth quarter 2014, primarily reflects:


    --  A $63.1 million increase in fee-based exchange-services, resulting
        primarily from increased volumes from recently connected natural gas
        processing plants in the Williston Basin, Powder River Basin and
        Mid-Continent region, decreased ethane rejection in the Rocky Mountain
        region and the impact of minimum volume obligations;
    --  A $14.7 million increase in the partnership's transportation business,
        primarily from the West Texas LPG pipeline system in the Permian Basin;
        offset partially by
    --  A $21.5 million decrease primarily from narrower NGL location and
        product price differentials and decreased marketing activities.

The increase in operating income for the full-year 2015, compared with 2014, primarily reflects:


    --  A $191.0 million increase in fee-based exchange-services, resulting
        primarily from increased volumes from recently connected natural gas
        processing plants and higher revenues from customers with minimum volume
        obligations;
    --  An $81.8 million increase in the segment's transportation business,
        primarily from higher volumes on the West Texas LPG pipeline system; and
    --  A $23.8 million increase resulting from decreased ethane rejection in
        the Williston Basin, offset partially by higher ethane rejection in the
        Mid-Continent region; offset partially by
    --  A $118.4 million decrease in optimization, marketing and
        differentials-based activities due primarily to narrower NGL location
        and product price differentials. A portion of the decrease relates to
        the increased demand for propane in the first quarter 2014; and
    --  A $29.9 million decrease from lower isomerization volumes.

Operating costs increased in the fourth-quarter and full-year 2015 periods, compared with 2014, due primarily to a $29.2 million increase from the West Texas LPG pipeline system acquisition.

Depreciation and amortization expense increased in the fourth-quarter and full-year 2015 periods, compared with the same periods in 2014, due to completed capital-growth projects and acquisitions.

Equity in net earnings from investments decreased slightly in the fourth-quarter 2015 compared with the fourth quarter 2014 due to the timing of minimum volume commitment payments on the Overland Pass Pipeline in 2014. Full-year 2015 equity in net earnings from investments increased, compared with 2014, due primarily to higher volumes delivered to the Overland Pass Pipeline from the Bakken NGL Pipeline.

Natural Gas Pipelines Segment

The natural gas pipelines segment maintains primarily fee-based operations, with continued growth in the Permian Basin as the partnership continues construction of the Roadrunner Gas Transmission Pipeline joint venture and the WesTex Transmission Pipeline expansion. The first phase of the Roadrunner Gas Transmission Pipeline is expected to be complete in the first quarter 2016 and is fully subscribed under 25-year firm fee-based (take-or-pay) commitments.

The segment expects its earnings to remain more than 95 percent fee-based in 2016, with approximately 92 percent of its transportation capacity and 76 percent of its natural gas storage capacity expected to be contracted for the year.

Variances in financial performance between 2015 results and 2014 results were primarily a reflection of significantly higher weather-related seasonal demand resulting in higher natural gas prices during the first quarter 2014.



                     Three Months Ended                            Years Ended

                        December 31,                               December 31,

    Natural Gas
     Pipelines
     Segment         2015               2014                  2015              2014
    -----------      ----               ----                  ----              ----

                                         (Millions of dollars)


    Operating income         $46.1                                   $52.3           $153.0 $181.0

    Operating costs          $26.7                                   $28.2           $105.7 $111.0

    Depreciation and
     amortization            $11.0                                   $10.7            $43.5  $43.3

    Equity in net
     earnings from
     investments             $16.6                                   $16.1            $68.7  $69.8
    --------------           -----                                   -----            -----  -----

Fourth-quarter 2015 operating income decreased, compared with the fourth quarter 2014, which primarily reflects:


    --  A $10.4 million decrease due primarily to lower short-term natural gas
        storage services; offset partially by
    --  A $2.7 million increase from higher transportation revenues primarily
        due to increased firm transportation.

The decrease in operating income for the full-year 2015, compared with 2014, primarily reflects:


    --  A $24.3 million decrease from lower short-term natural gas storage
        services, due primarily to increased weather-related seasonal demand
        associated with severely cold weather in the first quarter 2014;
    --  A $10.0 million decrease from lower net retained fuel due to lower
        natural gas prices and lower natural gas volumes retained; and
    --  A $5.0 million decrease from lower park-and-loan services on the
        segment's interstate pipelines as a result of weather-related seasonal
        demand due to severely cold weather in the first quarter 2014; offset
        partially by
    --  An $8.6 million increase due to higher transportation revenues,
        primarily from increased rates on intrastate pipelines and higher rates
        on Viking Gas Transmission, offset partially by decreased interruptible
        transportation revenues from lower natural gas volumes transported.

Operating costs decreased for the fourth-quarter and full-year 2015 periods, compared with 2014, primarily as a result of lower costs for materials, supplies and outside services.

Natural Gas Gathering and Processing Segment

Completed capital-growth projects in the Williston Basin continue to drive volume growth in the natural gas gathering and processing segment. Full-year 2015 natural gas volumes gathered increased nearly 12 percent, and natural gas volumes processed increased approximately 10 percent, compared with 2014. Fourth-quarter natural gas volumes gathered and processed increased approximately 8 and 4 percent, respectively, compared with the fourth quarter 2014.

Due to successful contract restructuring efforts, the segment's fourth-quarter 2015 average fee rate increased to 55 cents, a more than 50 percent increase compared with the same period in 2014. Additionally, nearly 80 percent of the operating income impact realized in the fourth quarter from lower commodity prices was offset by higher average fee rates.



                       Three Months Ended                           Years Ended

                          December 31,                             December 31,

    Natural Gas
     Gathering and
     Processing
     Segment         2015                     2014                   2015       2014
    --------------   ----                     ----                   ----       ----

                                         (Millions of dollars)


    Operating income          $(21.7)                               $71.7                $78.2       $280.6

    Operating costs             $78.5                                $69.2               $272.4       $257.7

    Depreciation and
     amortization               $41.0                                $34.2               $150.0       $123.8

    Impairment of
     long-lived
     assets                   $(73.7)                           $       -             $(73.7)   $       -

    Equity in net
     earnings from
     investments                 $4.4                                 $4.4                $17.9        $20.3

    Impairment of
     equity
     investments             $(180.6)                           $       -            $(180.6)     $(76.4)
    -------------             -------                          ---     ---             -------       ------

Fourth-quarter 2015 operating income decreased, compared with the fourth quarter 2014, which primarily reflects:


    --  A $73.7 million decrease due to noncash impairment charges primarily
        related to assets in the dry natural gas area of the Powder River Basin;
    --  A $56.4 million decrease due primarily to lower net realized NGL,
        natural gas and condensate prices; and
    --  A $5.8 million decrease due primarily to decreased ethane rejection in
        the Williston Basin to maintain downstream NGL product specifications;
        offset partially by
    --  A $43.7 million increase due primarily to contract restructuring
        resulting in higher average fee rates and a lower percentage of proceeds
        retained from the sale of commodities under percent of proceeds (POP)
        with fee contracts; and
    --  A $12.3 million increase due primarily to natural gas volume growth in
        the Williston Basin, offset partially by decreased natural gas volumes
        in the Cana-Woodford Shale.

Operating income for the full-year 2015 decreased, compared with 2014, which primarily reflects:


    --  A $209.7 million decrease due primarily to lower net realized NGL,
        natural gas and condensate prices;
    --  A $73.7 million decrease due to a noncash impairment charges related
        primarily to assets in the dry natural gas area of the Powder River
        Basin; and
    --  A $10.4 million decrease due primarily to decreased ethane rejection to
        maintain downstream NGL product specifications; offset partially by
    --  A $91.6 million increase due primarily to contract restructuring
        resulting in higher average fee rates and a lower percentage of proceeds
        retained from the sale of commodities under POP with fee contracts; and
    --  A $38.1 million increase due primarily to natural gas volume growth in
        the Williston Basin, offset partially by unplanned operational outages
        in the Williston Basin and decreased natural gas volumes in the
        Cana-Woodford Shale.

Operating costs and depreciation and amortization expense increased in the fourth-quarter and full-year 2015 periods, compared with the same periods in 2014, due primarily to completed capital-growth projects.

Equity in net earnings from investments decreased in 2015, compared with 2014, due to a $180.6 million noncash impairment charge in the fourth quarter 2015 related to ONEOK Partners' equity investments primarily in the dry natural gas area of the Powder River Basin. In 2014, the segment recorded a $76.4 million noncash impairment charge related to an investment in the same area.

The following table contains equity-volume information for the periods indicated:



                    Three Months Ended              Years Ended

                       December 31,                 December 31,

    Equity-
     Volume
     Information
     (a)           2015               2014       2015              2014
    ------------   ----               ----       ----              ----


    NGL sales
     (MBbl/d)      20.5                     16.2                  20.9   16.5

    Condensate
     sales
     (MBbl/d)       2.4                      3.2                   2.8    3.1

    Residue
     natural
     gas sales
     (BBtu/d)     120.3                    143.9                 136.2  118.2
    ----------    -----                    -----                 -----  -----

    (a) -
     Includes
     volumes
     for
     consolidated
     entities
     only.

Although the partnership's business is predominately fee based, the natural gas gathering and processing segment is exposed to commodity price risk as a result of percent-of-proceeds (POP) with fee contracts, where the segment receives commodities, or equity volumes, as a portion of its compensation for services. In 2015, the partnership restructured a portion of its POP with fee contracts to include significantly higher fees, which it expects will reduce equity volumes and the related commodity price exposure.

The partnership executes hedges to reduce its commodity price risk. NGLs hedged reflect propane, normal butane, iso-butane and natural gasoline only. The ethane component of the natural gas gathering and processing segment's equity NGL volume is not expected to significantly impact the results of operations.

The following tables set forth hedging information for the natural gas gathering and processing segment's forecasted equity volumes for the periods indicated:



                        Year Ending December 31, 2016
                        -----------------------------

                Volumes           Average Price              Percentage
                Hedged                                         Hedged
                ------                                         ------

    NGLs -
     excluding
     ethane
     (MBbl/d) -
     Conway/
     Mont
     Belvieu        7.9                                $0.48  / gallon  80%

    Condensate
     (MBbl/d) -
      WTI-NYMEX     1.7                               $59.24  / Bbl     57%

    Natural gas
     (BBtu/d) -
     NYMEX and
     basis         74.1                                $2.96  / MMBtu   83%
    -----------    ----                                -----  -------   ---



                        Year Ending December 31, 2017
                        -----------------------------

                Volumes           Average Price              Percentage
                Hedged                                         Hedged
                ------                                         ------

    NGLs -
     excluding
     ethane
     (MBbl/d) -
     Conway/
     Mont
     Belvieu        1.0                                $0.40  / gallon   9%

    Condensate
     (MBbl/d) -
      WTI-NYMEX     1.5                               $43.65  / Bbl     49%

    Natural gas
     (BBtu/d) -
     NYMEX and
     basis         50.6                                $2.62  / MMBtu   48%
    -----------    ----                                -----  -------   ---

All of the natural gas gathering and processing segment's commodity price sensitivities are estimated as a hypothetical change in the price of natural gas, NGLs and crude oil as of Dec. 31, 2015, excluding the effects of hedging and assuming normal operating conditions. Condensate sales are based on the price of crude oil.

The natural gas gathering and processing segment estimates the following sensitivities, including the effects of hedging and assuming normal operating conditions, for the year ending Dec. 31, 2016:


    --  a $1.00-per-barrel change in the price of crude oil would change
        12-month operating income by approximately $0.7 million;
    --  a 1-cent-per-gallon change in the composite price of NGLs would change
        12-month operating income by approximately $0.6 million; and
    --  a 10-cent-per-MMBtu change in the price of residue natural gas would
        change 12-month operating income by approximately $0.5 million.

These estimates do not include any effects on demand for ONEOK Partners' services or natural gas processing plant operations that might be caused by, or arise in conjunction with, price changes. For example, a change in the gross processing spread may cause a change in the amount of ethane extracted from the natural gas stream affecting natural gas gathering and processing earnings for certain contracts.

EARNINGS CONFERENCE CALL AND WEBCAST:

ONEOK and ONEOK Partners executive management will conduct a joint conference call at 11 a.m. Eastern Standard Time (10 a.m. Central Standard Time) on Tuesday, Feb. 23, 2016. The call also will be carried live on ONEOK's and ONEOK Partners' websites.

To participate in the telephone conference call, dial 888-503-8169, pass-code 7469339, 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 website, www.oneok.com, and ONEOK Partners' website, www.oneokpartners.com, for 30 days. A recording will be available by phone for seven days. The playback call may be accessed at 888-203-1112, pass-code 7469339.

LINKS TO EARNINGS TABLES AND PRESENTATION:

Tables:
http://www.oneok.com/~/media/ONEOK/EarningsTables/2015/OKE_Q4_2015_earnings_58MSD4Z2.ashx

Presentation:
http://www.oneok.com/~/media/ONEOK/EarningsTables/2015/OKE_Q42015_EarningsPresentation_YnF87s2.ashx

NON-GAAP (GENERALLY ACCEPTED ACCOUNTING PRINCIPLES) FINANCIAL MEASURE:

ONEOK has disclosed in this news release cash flow available for dividends, free cash flow and dividend coverage ratio, which are non-GAAP financial metrics, used to measure the company's financial performance and are defined as follows:


    --  Cash flow available for dividends is defined as net income less the
        portion attributable to non-controlling interests, adjusted for equity
        in earnings and distributions declared from ONEOK Partners, and ONEOK's
        stand-alone depreciation and amortization, deferred income taxes,
        stand-alone capital expenditures and certain other items;
    --  Free cash flow is defined as cash flow available for dividends, computed
        as described above, less ONEOK's dividends declared; and
    --  Dividend coverage ratio is defined as cash flow available for dividends
        divided by the dividends declared for the period.

These non-GAAP financial measures described above are useful to investors because they are used by many companies in the industry as a measurement of financial performance and are commonly employed by financial analysts and others to evaluate our financial performance and to compare our financial performance with the performance of other companies within our industry. ONEOK cash flow available for dividends, free cash flow and dividend coverage ratio should not be considered in isolation or as a substitute for net income or any other measure of financial performance presented in accordance with GAAP.

These non-GAAP financial measures exclude some, but not all, items that affect net income. Additionally, these calculations may not be comparable with similarly titled measures of other companies. A reconciliation of cash flow available for dividends and free cash flow to net income is included in the tables.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of Dec. 31, 2015, owns 41.2 percent of ONEOK Partners, L.P. (NYSE: OKS), one of the largest publicly traded master limited partnerships, which owns one of the nation's premier natural gas liquids (NGL) systems, connecting NGL supply in the Mid-Continent, Permian and Rocky Mountain regions with key market centers and is a leader in the gathering, processing, storage and transportation of natural gas in the U.S. ONEOK is a FORTUNE 500 company and is included in Standard & Poor's (S&P) 500 Stock Index.

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

For the latest news about ONEOK, follow us on Twitter @ONEOKNews.

Some of the statements contained and incorporated in this news release are forward-looking statements as defined under federal securities laws. The forward-looking statements relate to our anticipated financial performance (including projected operating income, net income, capital expenditures, cash flow and projected levels of dividends and distributions, and coverage ratios), liquidity, management's plans and objectives for our future growth projects and other future operations (including plans to construct additional natural gas and natural gas liquids pipelines and processing facilities and related cost estimates), 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 federal securities legislation and other applicable laws. 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 Quarterly Report identified by words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "should," "goal," "forecast," "guidance," "could," "may," "continue," "might," "potential," "scheduled" and other words and terms of similar meaning.

One should not place undue reliance on forward-looking statements. 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, including climate
        change, 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, pipeline
        safety, environmental compliance, climate change initiatives and
        authorized rates of recovery of natural gas and natural gas
        transportation costs;
    --  the impact on drilling and production by factors beyond our control,
        including the demand for natural gas and 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, railroads or pipelines in
        delivering products to or from our terminals or pipelines;
    --  changes in demand for the use of natural gas, NGLs and crude oil because
        of market conditions caused by concerns about climate change;
    --  conflicts of interest between us, ONEOK Partners, and related parties of
        ONEOK Partners;
    --  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 and
        postretirement 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, rule changes and receipt of expected clearances involving any
        local, state or federal regulatory body, including the FERC, the
        National Transportation Safety Board, the PHMSA, the EPA and CFTC;
    --  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 or extended periods of ethane rejection;
    --  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, NGLs and crude oil;
        --  competitive conditions in the overall energy market;
        --  availability of supplies of Canadian and United States natural gas
            and crude oil; 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;
    --  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 United
        States or international economies, including liquidity risks in United
        States or foreign 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 uncontracted capacity in our assets 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 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 1, Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K and in our other filings that we make with the Securities and Exchange Commission (SEC), which are available on the SEC's website at www.sec.gov and our website at www.oneok.com. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Any such forward-looking statement speaks only as of the date on which such statement is made, and, 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.



    Analyst Contact:             T.D. Eureste

                                 918-588-7167

    Media Contact:               Stephanie Higgins

                                 918-591-5026

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SOURCE ONEOK, Inc.