Current Report


 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 
(Date of report)
August 4, 2008
 
(Date of earliest event reported)
August 4, 2008

ONEOK, Inc.
(Exact name of registrant as specified in its charter)

Oklahoma
 
001-13643
 
73-1520922
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

100 West Fifth Street; Tulsa, OK
(Address of principal executive offices)

74103
(Zip code)

(918) 588-7000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

[] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 
Item 2.02
 
Results of Operations and Financial Condition
   
 
On August 4, 2009, we announced our results of operations for the quarter ended June 30, 2009.  We also updated our 2009 earnings guidance.  The news release is furnished as Exhibit 99.1 and incorporated by reference herein.
 
Item 9.01
 
Financial Statements and Exhibits
   
 
Exhibits
   
99.1    News release issued by ONEOK, Inc., dated August 4, 2009.
     

2




 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

     
ONEOK, Inc.
 
Date:
 
August 4, 2009
 
By:
 
/s/ Curtis L. Dinan
     
Senior Vice President -
Chief Financial Officer and
Treasurer

3
 
 
Exhibit 99.1
 
 
 


 
August 4, 2009
 
Analyst Contact:
Dan Harrison
     
918-588-7950
   
Media Contact:
Megan Washbourne
     
918-588-7572

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

TULSA, Okla. – Aug. 4, 2009 – ONEOK, Inc. (NYSE: OKE) today announced second-quarter 2009 earnings of 39 cents per diluted share, unchanged from the same period last year.  Net income attributable to ONEOK was $41.7 million in the second quarter 2009, compared with $41.9 million in the same period in 2008.
 
Net income attributable to ONEOK for the six-month period ended June 30, 2009, was $164.0 million, or $1.55 per diluted share, compared with $185.7 million, or $1.75 per diluted share, in the same period last year.
 
ONEOK also updated its 2009 earnings per share guidance to the range of $2.40 to $2.70 per diluted share from its previous range of $2.25 to $2.75 per diluted share – which raised the midpoint to $2.55 per diluted share from $2.50 per diluted share.
 
“During the quarter, we benefited from volume increases in the ONEOK Partners segment, despite the effect that lower commodity prices had on certain businesses in the partnership,” said John W. Gibson, ONEOK chief executive officer.  “Our energy services segment also turned in a strong performance in the second quarter.
 
“Strong cash flows, combined with a solid operating performance in the first half of the year, give us confidence in our earnings guidance for 2009, despite a challenging industry and economic environment,” Gibson added.
 
Second-quarter 2009 operating income was $154.8 million, compared with $173.0 million for the second quarter 2008.  The reduction was primarily the result of significantly lower realized commodity prices in the ONEOK Partners segment.  The distribution segment was down slightly, compared with the same period last year.  These decreases were partially offset by improved transportation margins in the energy services segment.
 
Year-to-date 2009 operating income was $447.8 million, compared with $506.1 million for the same period last year.  The decrease was primarily driven by significantly lower realized commodity prices and narrower NGL product price differentials in the ONEOK Partners segment.  This decrease was partially offset by increased volumes from the Overland Pass

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ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 2

Pipeline and the Guardian Pipeline extension and expansion in the ONEOK Partners segment.  In addition, the energy services segment had improved transportation margins, and the distribution segment continued to benefit from the implementation of new rate mechanisms.
 
Second-quarter 2009 operating costs were $210.1 million, compared with $188.1 million in the same period last year.  Year-to-date 2009 operating costs were $397.1 million, compared with $381.4 million in the same period in 2008.  The increases were primarily the result of higher operating costs at ONEOK Partners’ fractionation facilities, which included incremental operating expenses associated with the recently expanded Bushton fractionator, and incremental costs associated with the Overland Pass Pipeline; and higher employee-related costs, partially offset by lower bad-debt costs in the distribution segment.
 
SECOND-QUARTER 2009 SUMMARY INCLUDES:

·   
Operating income of $154.8 million, compared with $173.0 million in the second quarter last year;
·  
ONEOK Partners segment operating income of $124.8 million, compared with $163.7 million in the second quarter 2008;
·  
Distribution segment operating income of $9.9 million, compared with $12.0 million in the second quarter 2008;
·  
Energy services segment operating income of $19.4 million, compared with an operating loss of $4.4 million in the second quarter 2008;
·  
ONEOK Partners completing a public offering of common units, generating net proceeds of approximately $241.3 million;
·  
Receiving approval to increase rates by $1.1 million, recover the fuel-related portion of bad debts and the carrying costs for natural gas in storage in the distribution segment’s central Texas service area, which includes Austin;
·  
Filing under the performance-based rate structure for a base rate increase in the distribution segment’s Oklahoma jurisdiction for $66.1 million – the first base rate adjustment since 2005 – which, if approved, would incorporate several existing riders, effectively reducing the requested rate increase to a net amount of $37.6 million;
·  
ONEOK, on a stand-alone basis, ending the quarter with $329.9 million in short-term debt, $1.2 billion available on its existing credit facilities, $15.2 million of cash and cash equivalents and $399.9 million of natural gas in storage;
·  
Distributions declared on the company’s general partner interest in ONEOK Partners of $24.0 million for the second quarter 2009; distributions declared on the company’s limited partner interest in ONEOK Partners of $45.8 million for the second quarter 2009;
·  
ONEOK stand-alone cash flow from continuing operations, before changes in working capital, of $296.6 million for the six-month period 2009, which exceeded stand-alone capital expenditures and dividends of $169.9 million by $126.7 million;

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ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 3

·  
Continuing progress on environmental initiatives, reporting less than 1 percent of total throughput of lost-and-unaccounted-for natural gas; and less than 5 million metric tons of carbon dioxide-equivalent emissions during the recently completed 2008 review;
·  
Increasing the quarterly dividend to 42 cents, payable on Aug. 14, 2009, to shareholders of record at the close of business July 31, 2009, an increase of 2 cents from the previous quarter; and
·  
Announcing the retirement of James C. Kneale, president and chief operating officer, effective Jan. 1, 2010, and the promotion of Robert F. Martinovich to chief operating officer of ONEOK and Terry K. Spencer to chief operating officer of ONEOK Partners, effective July 16, 2009.

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

ONEOK Partners’ second-quarter 2009 operating income was $124.8 million, compared with $163.7 million in the same period last year.
 
The second-quarter 2009 results were lower, compared with the prior year, primarily due to a $34.0 million decrease from lower realized commodity prices in the natural gas gathering and processing business; a $7.4 million decrease from the effect of lower natural gas prices on retained fuel in the natural gas pipelines business; and a $7.1 million decrease from narrower NGL product price differentials in the natural gas liquids gathering and fractionation business.  These decreases were partially offset by a $23.5 million increase in the natural gas liquids businesses, primarily from increased NGL throughput from the Overland Pass Pipeline, as well as new supply connections; and an $8.3 million increase from incremental natural gas transportation margins as a result of the Guardian Pipeline expansion and extension that went into service in February 2009.
 
For the first six months 2009, ONEOK Partners’ operating income was $249.6 million, compared with $314.3 million in the same period a year earlier.
 
The six-month results declined primarily due to $61.4 million in lower realized commodity prices in the natural gas gathering and processing business; $28.0 million in narrower NGL product price differentials in the natural gas liquids gathering and fractionation business; and $11.7 million from the effect of lower natural gas prices on retained fuel in the natural gas pipelines business.  These decreases were partially offset by a $47.6 million increase in the natural gas liquids businesses, primarily from increased NGL throughput on the Overland Pass Pipeline; and a $13.2 million increase in incremental natural gas transportation margins related to the Guardian Pipeline expansion and extension that went into service in February 2009.
 
Second-quarter 2009 operating costs were $100.5 million, compared with $87.2 million in the second quarter 2008.  Six-month 2009 operating costs were $190.0 million, compared with

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ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 4

$175.2 million in the same period a year earlier.  The operating cost increases for the quarter and six-month period were primarily due to higher operating costs at fractionation facilities, which included incremental operating expenses associated with the recently expanded Bushton fractionator; and incremental operating costs from the Overland Pass Pipeline.
 
Depreciation and amortization expense was $40.0 million in the second quarter 2009, compared with $30.0 million in the same period in 2008.  For the six months, depreciation and amortization expense was $79.9 million in 2009, compared with $60.0 million in 2008.  The increases were primarily due to incremental expenses associated with the partnership’s completed capital projects.
 
Second-quarter 2009 equity earnings from investments were $14.2 million, compared with $17.6 million in the same period a year earlier.  For the six months, equity earnings from investments were $35.4 million in 2009, compared with $45.4 million in 2008.  The decreases were primarily due to lower subscription volumes and rates on the Northern Border Pipeline and lower volumes on certain natural gas gathering and processing equity investments.

Distribution

The distribution segment reported operating income of $9.9 million in the second quarter 2009, compared with $12.0 million in the second quarter 2008.
 
Second-quarter 2009 earnings benefited from new rate mechanisms, which contributed $1.1 million in Oklahoma, $1.9 million in Kansas and $0.7 million in Texas.  However, operating costs for the second quarter 2009 increased to $99.4 million, compared with $93.9 million for the same period last year, primarily due to $6.8 million in higher employee-related costs and $1.9 million in higher property tax expenses.  These operating cost increases were partially offset by a $2.9 million decrease in bad-debt expense.
 
For the six months 2009, operating income increased to $122.7 million, compared with $120.6 million in the same period in 2008.
 
Six-month 2009 results improved primarily due to a $7.9 million increase from the implementation of new rate mechanisms, which included $2.8 million in Oklahoma, $3.6 million in Kansas and $1.5 million in Texas.  These gains were partially offset by a $1.6 million decrease from lower sales volumes due to warmer weather in the entire service territory.
 
Operating costs were $189.5 million for the six months 2009, compared with $188.1 million for the same period last year, primarily due to $5.6 million in higher employee-related costs and $1.8 million in higher property tax expenses.  These increases were partially offset by a $5.8 million decrease in bad-debt expense, which included the Oklahoma mechanism that went into effect in January 2009 to recover the fuel-related portion of bad debt.

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ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 5

Depreciation and amortization expense was $30.7 million in the second quarter 2009, compared with $29.1 million in the same period last year.  For the six months 2009, depreciation and amortization expense was $62.3 million, compared with $58.0 million in 2008.  The increases are due to depreciation expense associated with capital investment and regulatory amortization associated with revenue rider recoveries.
 
Residential volumes decreased for both the three- and six-month periods, compared with the same periods last year, due to warmer temperatures in the entire service territory; however, weather-normalization mechanisms moderated the impact on margins.

Energy Services

Energy Services reported second-quarter 2009 operating income of $19.4 million, compared with an operating loss of $4.4 million in the same period in 2008.
 
Second-quarter earnings benefited from $26.1 million in higher transportation margins, net of hedging activities, primarily due to higher realized Rockies-to-Mid-Continent margins, and a $4.4 million increase in retail marketing margins.  These gains were partially offset by a $4.7 million decrease in financial trading margins.
 
Operating income for the six months was $74.4 million, compared with operating income of $69.9 million in the same period in 2008.
 
The six-month 2009 results improved due to a $10.0 million increase in transportation margins, net of hedging activities, primarily due to higher realized Rockies-to-Mid-Continent margins; a $3.6 million increase in retail marketing margins; and a $2.3 million increase in financial trading margins.  These increases were partially offset by a $12.3 million decrease in storage and marketing margins, primarily due to lower realized seasonal storage differentials.
 
At June 30, 2009, total natural gas in storage was 68.9 Bcf, compared with 41.2 Bcf a year earlier.  Total natural gas storage capacity under lease was 82.5 Bcf at the end of the second quarter 2009, compared with 91 Bcf in the same period 2008.
 
The net margin for the energy services segment was derived from the following sources:

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ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 6

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

2009 EARNINGS GUIDANCE

ONEOK updated its 2009 earnings per share guidance to the range of $2.40 to $2.70 per diluted share from its previous range of $2.25 to $2.75 per share – which raised the midpoint to $2.55 per diluted share from $2.50 per diluted share.  Exhibit A includes updated information on the 2009 earnings guidance.
 
The average unhedged prices used in the updated 2009 guidance for the remaining six months of 2009 are $64 per barrel for New York Mercantile Exchange (NYMEX) crude oil, $4 per MMBtu for NYMEX natural gas and 67 cents per gallon for composite natural gas liquids.  The average Conway-to-Mont Belvieu Oil Price Information Service (OPIS) average price differential used for ethane for the remaining six months of 2009 is 10 cents per gallon.
 
Operating income guidance is unchanged for the distribution and energy services segments.  The updated guidance reflects an increase in ONEOK Partners’ operating income guidance, primarily from higher anticipated NGL product price differentials, partially offset by lower expected equity earnings.
 
The guidance was also updated to reflect increased capital expenditures.  In the ONEOK Partners segment the increase is primarily due to higher costs associated with the Arbuckle Pipeline in the natural gas liquids pipelines business.

EARNINGS CONFERENCE CALL AND WEBCAST

ONEOK and ONEOK Partners management will conduct a joint conference call on Wednesday, Aug. 5, 2009, at 11 a.m. Eastern Daylight Time (10 a.m. Central Daylight Time).  The call will also be carried live on ONEOK Partners’ and ONEOK’s Web sites.
 
To participate in the telephone conference call, dial 866-802-4305, pass code 1376622, or log on to www.oneokpartners.com or www.oneok.com .
 
If you are unable to participate in the conference call or the webcast, the replay will be available on ONEOK Partners’ Web site, www.oneokpartners.com , and ONEOK’s Web site,

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ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 7

www.oneok.com , for 30 days.  A recording will be available by phone for seven days.  The playback call may be accessed at 866-837-8032, pass code 1376622.


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

Some of the statements contained and incorporated in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended.  The forward-looking statements relate to our anticipated financial performance, management’s plans and objectives for our future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions and other matters.  We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.  The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.
 
Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “should,” “goal,” “forecast,” “could,” “may,” “continue,” “might,” “potential,” “scheduled” and other words and terms of similar meaning.

You should not place undue reliance on forward-looking statements, which are applicable only as of the date of this news release.  Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements.  Those factors may affect our operations, markets, products, services and prices.  In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:
 
·  
the effects of weather and other natural phenomena on our operations, including energy sales and demand for our services and energy prices;
·  
competition from other United States and foreign energy suppliers and transporters, as well as alternative forms of energy, including, but not limited to, solar power, wind power, geothermal energy and biofuels such as ethanol and biodiesel;
·  
the status of deregulation of retail natural gas distribution;
·  
the capital intensive nature of our businesses;
·  
the profitability of assets or businesses acquired or constructed by us;
·  
our ability to make cost-saving changes in operations;
·  
risks of marketing, trading and hedging activities, including the risks of changes in energy prices or the financial condition of our counterparties;
·  
the uncertainty of estimates, including accruals and costs of environmental remediation;
·  
the timing and extent of changes in energy commodity prices;
·  
the effects of changes in governmental policies and regulatory actions, including changes with respect to income and other taxes, environmental compliance, climate change initiatives, and authorized rates of recovery of gas and gas transportation costs;
·  
the impact on drilling and production by factors beyond our control, including the demand for natural gas and refinery-grade crude oil; producers’ desire and ability to obtain necessary permits; reserve performance; and capacity constraints on the pipelines that transport crude oil, natural gas and NGLs from producing areas and our facilities;
·  
changes in demand for the use of natural gas because of market conditions caused by concerns about global warming;

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ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 8

·  
the impact of unforeseen changes in interest rates, equity markets, inflation rates, economic recession and other external factors over which we have no control, including the effect on pension expense and funding resulting from changes in stock and bond market returns;
·  
our indebtedness could make us vulnerable to general adverse economic and industry conditions, limit our ability to borrow additional funds, and/or place us at competitive disadvantages compared to our competitors that have less debt, or have other adverse consequences;
·  
actions by rating agencies concerning the credit ratings of ONEOK and ONEOK Partners;
·  
the results of administrative proceedings and litigation, regulatory actions and receipt of expected clearances involving the Oklahoma Corporation Commission (OCC), Kansas Corporation Commission (KCC), Texas regulatory authorities or any other local, state or federal regulatory body, including the Federal Energy Regulatory Commission (FERC);
·  
our ability to access capital at competitive rates or on terms acceptable to us;
·  
risks associated with adequate supply to our gathering, processing, fractionation and pipeline facilities, including production declines that outpace new drilling;
·  
the risk that material weaknesses or significant deficiencies in our internal controls over financial reporting could emerge or that minor problems could become significant;
·  
the impact and outcome of pending and future litigation;
·  
the ability to market pipeline capacity on favorable terms, including the effects of:
-  
future demand for and prices of natural gas and NGLs;
-  
competitive conditions in the overall energy market;
-  
availability of supplies of Canadian and United States natural gas; and
-  
availability of additional storage capacity;
·  
performance of contractual obligations by our customers, service providers, contractors and shippers;
·  
the timely receipt of approval by applicable governmental entities for construction and operation of our pipeline and other projects and required regulatory clearances;
·  
our ability to acquire all necessary permits, consents or other approvals in a timely manner, to promptly obtain all necessary materials and supplies required for construction, and to construct gathering, processing, storage, fractionation and transportation facilities without labor or contractor problems;
·  
the mechanical integrity of facilities operated;
·  
demand for our services in the proximity of our facilities;
·  
our ability to control operating costs;
·  
adverse labor relations;
·  
acts of nature, sabotage, terrorism or other similar acts that cause damage to our facilities or our suppliers’ or shippers’ facilities;
·  
economic climate and growth in the geographic areas in which we do business;
·  
the risk of a prolonged slowdown in growth or decline in the U.S. economy or the risk of delay in growth recovery in the United States economy, including increasing liquidity risks in United States credit markets;
·  
the impact of recently issued and future accounting pronouncements and other changes in accounting policies;
·  
the possibility of future terrorist attacks or the possibility or occurrence of an outbreak of, or changes in, hostilities or changes in the political conditions in the Middle East and elsewhere;
·  
the risk of increased costs for insurance premiums, security or other items as a consequence of terrorist attacks;
·  
risks associated with pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions and any regulatory delay or conditions imposed by regulatory bodies in connection with any such acquisitions and dispositions;
·  
the possible loss of gas distribution franchises or other adverse effects caused by the actions of municipalities;
·  
the impact of unsold pipeline capacity being greater or less than expected;
·  
the ability to recover operating costs and amounts equivalent to income taxes, costs of property, plant and equipment and regulatory assets in our state and FERC-regulated rates;
·  
the composition and quality of the natural gas and NGLs we gather and process in our plants and transport on our pipelines;
·  
the efficiency of our plants in processing natural gas and extracting and fractionating NGLs;
·  
the impact of potential impairment charges;
·  
the risk inherent in the use of information systems in our respective businesses, implementation of new software and hardware, and the impact on the timeliness of information for financial reporting;
·  
our ability to control construction costs and completion schedules of our pipelines and other projects; and
·  
the risk factors listed in the reports we have filed and may file with the Securities and Exchange Commission (SEC), which are incorporated by reference.

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ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 9

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements.  Other factors could also have material adverse effects on our future results.  These and other risks are described in greater detail in Part I, Item 1A, Risk Factors, in our Annual Report.  All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors.  Other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.  OKE-FE
 
 
 
 
###
 
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ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 10
 
 
                       
CONSOLIDATED  STATEMENTS OF INCOME
                       
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Unaudited)
 
2009
   
2008
   
2009
   
2008
 
   
(Thousands of dollars, except per share amounts)
 
                         
Revenues
  $ 2,227,627     $ 4,172,866     $ 5,017,454     $ 9,074,942  
Cost of sales and fuel
    1,795,201       3,752,038       4,033,617       8,068,202  
Net margin
    432,426       420,828       983,837       1,006,740  
Operating expenses
                               
Operations and maintenance
    184,874       171,431       346,593       339,423  
Depreciation and amortization
    71,249       59,701       143,375       119,180  
General taxes
    25,261       16,680       50,488       42,011  
Total operating expenses
    281,384       247,812       540,456       500,614  
Gain (loss) on sale of assets
    3,762       (4 )     4,426       9  
Operating income
    154,804       173,012       447,807       506,135  
Equity earnings from investments
    14,188       17,610       35,410       45,393  
Allowance for equity funds used during construction
    9,468       11,676       18,471       20,172  
Other income
    7,939       704       9,604       3,936  
Other expense
    (1,399 )     (407 )     (5,343 )     (5,015 )
Interest expense
    (73,392 )     (59,059 )     (151,353 )     (121,920 )
Income before income taxes
    111,608       143,536       354,596       448,701  
Income taxes
    (30,258 )     (30,574 )     (109,697 )     (122,942 )
Net income
    81,350       112,962       244,899       325,759  
Less: Net income attributable to noncontrolling interests
    39,671       71,097       80,935       140,057  
Net income attributable to ONEOK
  $ 41,679     $ 41,865     $ 163,964     $ 185,702  
                                 
Earnings per share of common stock
                               
Net earnings per share, basic
  $ 0.40     $ 0.40     $ 1.56     $ 1.78  
Net earnings per share, diluted
  $ 0.39     $ 0.39     $ 1.55     $ 1.75  
                                 
Average shares of common stock (thousands)
                               
Basic
    105,335       104,340       105,249       104,255  
Diluted
    105,950       106,072       105,848       105,947  
                                 
Dividends declared per share of common stock
  $ 0.40     $ 0.38     $ 0.80     $ 0.76  
 
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ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 11
 
ONEOK, Inc. and Subsidiaries
           
CONSOLIDATED BALANCE SHEETS
           
   
June 30,
   
December 31,
 
(Unaudited)
 
2009
   
2008
 
Assets
 
(Thousands of dollars)
 
Current assets
           
Cash and cash equivalents
  $ 47,038     $ 510,058  
Accounts receivable, net
    771,196       1,265,300  
Gas and natural gas liquids in storage
    564,530       858,966  
Commodity exchanges and imbalances
    53,417       56,248  
Energy marketing and risk management assets
    168,457       362,808  
Other current assets
    189,277       324,222  
Total current assets
    1,793,915       3,377,602  
                 
Property, plant and equipment
               
Property, plant and equipment
    9,880,620       9,476,619  
Accumulated depreciation and amortization
    2,289,760       2,212,850  
Net property, plant and equipment
    7,590,860       7,263,769  
                 
Investments and other assets
               
Goodwill and intangible assets
    1,034,393       1,038,226  
Energy marketing and risk management assets
    47,163       45,900  
Investments in unconsolidated affiliates
    735,394       755,492  
Other assets
    631,998       645,073  
Total investments and other assets
    2,448,948       2,484,691  
Total assets
  $ 11,833,723     $ 13,126,062  
 
-more-
 
 

 
ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 12
 
ONEOK, Inc. and Subsidiaries
           
CONSOLIDATED BALANCE SHEETS
           
   
June 30,
   
December 31,
 
(Unaudited)
 
2009
   
2008
 
Liabilities and shareholders’ equity
 
(Thousands of dollars)
 
Current liabilities
           
Current maturities of long-term debt
  $ 268,205     $ 118,195  
Notes payable
    689,910       2,270,000  
Accounts payable
    826,414       1,122,761  
Commodity exchanges and imbalances
    166,847       188,030  
Energy marketing and risk management liabilities
    41,485       175,006  
Other current liabilities
    444,182       319,772  
Total current liabilities
    2,437,043       4,193,764  
                 
Long-term debt, excluding current maturities
    4,346,285       4,112,581  
                 
Deferred credits and other liabilities
               
Deferred income taxes
    867,015       890,815  
Energy marketing and risk management liabilities
    8,301       46,311  
Other deferred credits
    762,213       715,052  
Total deferred credits and other liabilities
    1,637,529       1,652,178  
                 
Commitments and contingencies
               
                 
Shareholders’ equity
               
                 
ONEOK shareholders’ equity
               
Common stock, $0.01 par value:
               
authorized 300,000,000 shares; issued 122,180,571 shares and outstanding
               
105,371,561 shares at June 30, 2009; issued 121,647,007 shares and
               
outstanding 104,845,231 shares at December 31, 2008
    1,222       1,216  
Paid in capital
    1,308,141       1,301,153  
Accumulated other comprehensive loss
    (82,960 )     (70,616 )
Retained earnings
    1,632,795       1,553,033  
Treasury stock, at cost: 16,809,010 shares at June 30, 2009 and
               
16,801,776 shares at December 31, 2008
    (696,805 )     (696,616
Total ONEOK shareholders’ equity
    2,162,393       2,088,170  
                 
Noncontrolling interests in consolidated subsidiaries
    1,250,473       1,079,369  
                 
Total shareholders’ equity
    3,412,866       3,167,539  
Total liabilities and shareholders’ equity
  $ 11,833,723     $ 13,126,062  
 
-more-
 
 

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

August 4, 2009

Page 13
 
ONEOK, Inc. and Subsidiaries
           
CONSOLIDATED STATEMENTS OF CASH FLOWS
           
             
   
Six Months Ended
 
   
June 30,
 
(Unaudited)
 
2009
   
2008
 
   
(Thousands of dollars)
 
Operating activities
           
Net income
  $ 244,899     $ 325,759  
Depreciation and amortization
    143,375       119,180  
Allowance for equity funds used during construction
    (18,471 )     (20,172 )
Gain on sale of assets
    (4,426 )     (9 )
Equity earnings from investments
    (35,410 )     (45,393 )
Distributions received from unconsolidated affiliates
    38,233       39,904  
Deferred income taxes
    40,865       65,374  
Stock-based compensation expense
    8,551       14,416  
Allowance for doubtful accounts
    1,663       6,965  
Changes in assets and liabilities:
               
Accounts receivable
    492,441       194,146  
Gas and natural gas liquids in storage
    285,271       (85,083 )
Accounts payable
    (324,364 )     261,530  
Commodity exchanges and imbalances, net
    (18,352 )     53,881  
Energy marketing and risk management assets and liabilities
    35,373       77,033  
Unrecovered purchased gas costs
    42,766       18,185  
Fair value of firm commitments
    179,582       (350,626 )
Other assets and liabilities
    (36,144 )     (140,285 )
Cash provided by operating activities
    1,075,852       534,805  
                 
Investing activities
               
Changes in investments in unconsolidated affiliates
    17,393       6,480  
Capital expenditures (less allowance for equity funds used during construction)
    (407,600 )     (640,048 )
Proceeds from sale of assets
    10,029       201  
Proceeds from insurance
    -       9,792  
Acquisitions
    -       2,450  
Cash used in investing activities
    (380,178 )     (621,125 )
                 
Financing activities
               
Borrowing (repayment) of notes payable, net
    (710,090 )     598,893  
Repayment of notes payable with maturities over 90 days
    (870,000 )     -  
Issuance of debt, net of discounts
    498,325       -  
Long-term debt financing costs
    (4,000 )     -  
Payment of debt
    (107,970 )     (408,789 )
Repurchase of common stock
    (250 )     (29 )
Issuance of common stock
    4,342       5,786  
Issuance of common units, net of discounts
    220,458       146,969  
Dividends paid
    (84,202 )     (79,212 )
Distributions to noncontrolling interests
    (105,307 )     (97,659 )
Cash provided by (used in) financing activities
    (1,158,694 )     165,959  
Change in cash and cash equivalents
    (463,020 )     79,639  
Cash and cash equivalents at beginning of period
    510,058       19,105  
Cash and cash equivalents at end of period
  $ 47,038     $ 98,744  
 
-more-
 
 

 
ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 14

ONEOK, Inc. and Subsidiaries
                       
INFORMATION AT A GLANCE
                       
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Unaudited)
 
2009
   
2008
   
2009
   
2008
 
 
(Millions of dollars, except as noted)
ONEOK Partners
                       
Net margin
  $ 262.0     $ 280.9     $ 515.6     $ 549.5  
Operating costs
  $ 100.5     $ 87.2     $ 190.0     $ 175.2  
Depreciation and amortization
  $ 40.0     $ 30.0     $ 79.9     $ 60.0  
Operating income
  $ 124.8     $ 163.7     $ 249.6     $ 314.3  
Natural gas gathered (BBtu/d) (a)
    1,130       1,185       1,147       1,188  
Natural gas processed (BBtu/d) (a)
    658       651       655       637  
Natural gas transportation capacity contracted (MMcf/d)
    5,264       4,816       5,205       4,883  
Residue gas sales (BBtu/d) (a)
    291       281       288       279  
NGLs gathered (MBbl/d)
    364       253       344       252  
NGL sales (MBbl/d)
    401       265       391       275  
NGLs fractionated (MBbl/d)
    479       371       472       381  
NGLs transported (MBbl/d)
    461       308       453       305  
Capital expenditures
  $ 129.4     $ 257.5     $ 321.9     $ 524.6  
Conway-to-Mont Belvieu OPIS average price differential
                               
   Ethane ($/gallon)
  $ 0.12     $ 0.13     $ 0.10     $ 0.11  
Realized composite NGL sales price ($/gallon) (a)
  $ 0.69     $ 1.49     $ 0.67     $ 1.41  
Realized condensate sales price ($/Bbl) (a)
  $ 72.15     $ 102.77     $ 67.04     $ 95.82  
Realized residue gas sales price ($/MMBtu) (a)
  $ 2.79     $ 9.42     $ 3.18     $ 8.41  
Realized gross processing spread ($/MMBtu) (a)
  $ 6.34     $ 6.69     $ 6.34     $ 7.06  
(a) - Statistics relate to ONEOK Partners’ natural gas gathering and processing business.
                 
                                 
Distribution
                               
Net margin
  $ 139.6     $ 135.0     $ 374.1     $ 366.7  
Operating costs
  $ 99.4     $ 93.9     $ 189.5     $ 188.1  
Depreciation and amortization
  $ 30.7     $ 29.1     $ 62.3     $ 58.0  
Operating income
  $ 9.9     $ 12.0     $ 122.7     $ 120.6  
Capital expenditures
  $ 32.6     $ 39.7     $ 77.3     $ 70.4  
Natural gas volumes (Bcf)
                               
Gas sales
    22.0       22.1       95.6       102.9  
Transportation
    47.4       47.1       103.4       109.2  
Natural gas margins
                               
Net margin on gas sales
  $ 108.9     $ 105.8     $ 305.0     $ 299.8  
Transportation revenues
  $ 19.2     $ 18.8     $ 45.8     $ 46.0  
                                 
Energy Services
                               
Net margin
  $ 30.1     $ 4.2     $ 92.7     $ 89.0  
Operating costs
  $ 10.5     $ 8.4     $ 18.0     $ 18.5  
Depreciation and amortization
  $ 0.2     $ 0.2     $ 0.3     $ 0.6  
Operating income
  $ 19.4     $ (4.4 )   $ 74.4     $ 69.9  
Natural gas marketed (Bcf)
    258       265       586       605  
Natural gas gross margin ($/Mcf)
  $ 0.11     $ 0.01     $ 0.15     $ 0.10  
Physically settled volumes (Bcf)
    544       561       1,178       1,196  

-more-
 
 

 
ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 15
 
ONEOK, Inc. and Subsidiaries
                       
CONSOLIDATING INCOME STATEMENT
                       
                           
                           
     
Three Months Ended June 30, 2009
 
           
ONEOK
   
Consolidating
       
(Unaudited)
 
ONEOK
   
Partners
   
Entries
   
Consolidated
 
     
(Millions of dollars)
 
Operating income
                       
 
ONEOK Partners
  $ -     $ 125     $ -     $ 125  
 
Distribution
    10       -       -       10  
 
Energy Services
    19       -       -       19  
 
Other
    1       -       -       1  
Operating income
    30       125       -       155  
Equity in earnings of ONEOK Partners
    58       -       (58 )     -  
Other income (expense)
    3       27       -       30  
Interest expense
    (22 )     (51 )     -       (73 )
Income taxes
    (27 )     (3 )     -       (30 )
Net income
    42       98       (58 )     82  
Less: Net income attributable to noncontrolling interests
    -       -       40       40  
Net income attributable to ONEOK
  $ 42     $ 98     $ (98 )   $ 42  
                                   
                                   
     
Six Months Ended June 30, 2009
 
             
ONEOK
   
Consolidating
         
(Unaudited)
 
ONEOK
   
Partners
   
Entries
   
Consolidated
 
     
(Millions of dollars)
 
Operating income
                               
 
ONEOK Partners
  $ -     $ 250     $ -     $ 250  
 
Distribution
    123       -       -       123  
 
Energy Services
    74       -       -       74  
 
Other
    1       -       -       1  
Operating income
    198       250       -       448  
Equity in earnings of ONEOK Partners
    116       -       (116 )     -  
Other income (expense)
    3       55       -       58  
Interest expense
    (49 )     (102 )     -       (151 )
Income taxes
    (104 )     (6 )     -       (110 )
Net income
    164       197       (116 )     245  
Less: Net income attributable to noncontrolling interests
    -       -       81       81  
Net income attributable to ONEOK
  $ 164     $ 197     $ (197 )   $ 164  
 
-more-
 
 

 
ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 16
 
ONEOK, Inc. and Subsidiaries
                         
CONSOLIDATING INCOME STATEMENT
                         
                           
     
Three Months Ended June 30, 2008
 
           
ONEOK
   
Consolidating
       
(Unaudited)
   
ONEOK
   
Partners
   
Entries
   
Consolidated
 
     
(Millions of dollars)
 
Operating income
                         
ONEOK Partners
    $ -     $ 164     $ -     $ 164  
Distribution
      12       -       -       12  
Energy Services
      (4 )     -       -       (4 )
Other
      1       -       -       1  
Operating income
      9       164       -       173  
Equity in earnings of ONEOK Partners
    84       -       (84 )     -  
Other income (expense)
      -       30       -       30  
Interest expense
      (24 )     (35 )     -       (59 )
Income taxes
      (27 )     (4 )     -       (31 )
Net income
      42       155       (84 )     113  
Less: Net income attributable to noncontrolling interests
    -       -       71       71  
Net income attributable to ONEOK
    $ 42     $ 155     $ (155 )   $ 42  
                                   
                                   
     
Six Months Ended June 30, 2008
 
             
ONEOK
   
Consolidating
         
(Unaudited)
   
ONEOK
   
Partners
   
Entries
   
Consolidated
 
     
(Millions of dollars)
 
Operating income
                                 
ONEOK Partners
    $ -     $ 314     $ -     $ 314  
Distribution
      121       -       -       121  
Energy Services
      70       -       -       70  
Other
      1       -       -       1  
Operating income
      192       314       -       506  
Equity in earnings of ONEOK Partners
    160       -       (160 )     -  
Other income (expense)
      (1 )     66       -       65  
Interest expense
      (49 )     (73 )     -       (122 )
Income taxes
      (116 )     (7 )     -       (123 )
Net income
      186       300       (160 )     326  
Less: Net income attributable to noncontrolling interests
    -       -       140       140  
Net income attributable to ONEOK
    $ 186     $ 300     $ (300 )   $ 186  
 
-more-
 
 

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

August 4, 2009

Page 17
 
ONEOK, Inc. and Subsidiaries
             
REGULATION G GAAP RECONCILIATION
             
ONEOK, Inc. Stand-Alone Cash Flow, Before Changes in Working Capital
     
               
 
Six Months Ended
(Unaudited)
June 30, 2009
 
(Millions of dollars)
Net income attributable to ONEOK
      $ 164.0      
Depreciation and amortization
        63.5      
Gain on sale of assets
        (0.5 )    
Equity earnings from investments
        (116.2 )    
Distributions received from unconsolidated affiliates
        138.3      
Deferred income taxes
        37.2      
Stock-based compensation expense
        8.6      
Allowance for doubtful accounts
        1.7      
Cash flow, before changes in working capital (a)
      $ 296.6      
                 
(a) ONEOK stand-alone cash flow, before changes in working capital, is a non-GAAP financial measure
     
used by management, industry analysts, investors, lenders and rating agencies to assess the financial
     
performance and the operating results of our fundamental business activities. ONEOK stand-alone
     
cash flow, before changes in working capital, should not be considered in isolation or as a substitute for
     
net income, income from operations or other measures of cash flow.
               
 
-more-
 
 

 
ONEOK Announces Second-quarter 2009 Earnings;
Updates 2009 Earnings Guidance
 
August 4, 2009
 
Page 18
 
ONEOK, Inc. and Subsidiaries
             
Exhibit A
 
EARNINGS GUIDANCE*
                 
                   
   
Updated
   
Previous
       
   
2009
   
2009
       
   
Guidance
   
Guidance
   
Change
 
 
(Millions of dollars, except per share amounts)
                   
Operating income
                 
ONEOK Partners
  $ 537     $ 521     $ 16  
Distribution
    200       200       -  
Energy Services
    115       115       -  
Other
    1       1       -  
Operating income
    853       837       16  
Equity earnings from investments
    80       91       (11 )
Other income (expense)
    12       7       5  
Interest expense
    (312 )     (313 )     1  
Income before income taxes
    633       622       11  
Income taxes
    (185 )     (186 )     1  
Net income
    448       436       12  
Less: Net income attributable to noncontrolling interests
    177       167       10  
Net income attributable to ONEOK
  $ 271     $ 269     $ 2  
                         
Net earnings per share, diluted
  $ 2.55     $ 2.50     $ 0.05  
                         
Average shares of common stock, diluted (millions)
    106.0       107.4       (1.4 )
                         
Capital expenditures
                       
ONEOK Partners
  $ 570     $ 425     $ 145  
Distribution
    158       137       21  
Other
    17       19       (2 )
Total capital expenditures
  $ 745     $ 581     $ 164  
                         
                         
*Amounts shown are midpoints of ranges provided.