TULSA, Okla., June 30, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) today announced that it has closed the acquisition of all outstanding common units of ONEOK Partners, L.P. (NYSE: OKS) it did not previously own, and the merger of ONEOK Partners with a subsidiary of ONEOK will be effective at the end of today. As a result of the acquisition, ONEOK Partners common units will no longer be publicly traded on the New York Stock Exchange.

At separate special meetings held earlier today, ONEOK shareholders and ONEOK Partners unitholders voted in favor of their respective proposals related to the previously announced merger transaction.

Approximately 98 percent of the ONEOK shares voted approved the ONEOK stock issuance proposal in connection with the merger transaction.

Approximately 96 percent of the ONEOK shares voted, representing approximately 86 percent of the outstanding shares, approved the proposal to increase the number of authorized shares of ONEOK common stock to 1.2 billion from 600 million.

Approximately 98 percent of the ONEOK Partners units voted, representing approximately 75 percent of the outstanding units, approved the merger proposal. 

"The support for this transaction by both ONEOK shareholders and ONEOK Partners unitholders was evident today," said Terry K. Spencer, president and chief executive officer of ONEOK. "This investor support underscores our decision to create a larger, stand-alone operating company, resulting in solid dividend coverage and a lower cost of funding, enhancing our ability to execute on our long-term growth strategy as one of the country's leading midstream energy companies. We believe this transaction positions our businesses well for continued growth and provides ONEOK shareholders with long-term value through an expected higher dividend growth rate and an even stronger balance sheet."

MERGER TRANSACTION HIGHLIGHTS

Under the terms of the merger agreement, ONEOK has acquired all of the 171.5 million outstanding units of ONEOK Partners it did not already own at a fixed exchange ratio of 0.985 of a share of ONEOK common stock for each public unit of ONEOK Partners.

ONEOK expects:

• A dividend increase of 21 percent to 74.5 cents per share, or $2.98 on an annualized basis, with dividend growth of 9 to 11 percent annually thereafter through 2021;
• Annual dividend coverage greater than 1.2 times;
• The transaction to be immediately accretive and then double-digit accretive to ONEOK's distributable cash flow per share in all years from 2018 through 2021;
• No cash income taxes through at least 2021; and
• Shareholders to benefit from a lower cost of funding, improved capital markets access and enhanced dividend growth.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is one of the largest energy midstream service providers in the U.S., connecting prolific supply basins with key market centers. It owns and operates one of the nation's premier natural gas liquids (NGL) systems and is a leader in the gathering, processing, storage and transportation of natural gas. ONEOK's operations include a 38,000-mile integrated network of NGL and natural gas pipelines, processing plants, fractionators and storage facilities in the Mid-Continent, Williston, Permian and Rocky Mountain regions.

ONEOK is a FORTUNE 500 company and is included in Standard & Poor's (S&P) 500 index.

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

For the latest news about ONEOK, find us on LinkedIn, Facebook or Twitter @ONEOKNews.

This news release contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates", "believes," "expects", "intends", "plans", "projects", "will", "would", "should", "may", and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect our current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving us, including future financial and operating results, our plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including future results of operations, projected cash flow and liquidity, business strategy, expected synergies or cost savings, and other plans and objectives for future operations.  No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected. 

Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties, many of which are beyond our control, and are not guarantees of future results.  Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.  These risks and uncertainties include, without limitation, the following:

• the risk that cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;
• disruption from the transaction may make it more difficult to maintain relationships with customers, employees or suppliers;
• the possible diversion of management time on merger-related issues;
• the impact and outcome of pending and future litigation, including litigation relating to the transaction;
• 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;
• the impact of unforeseen changes in interest rates, debt and 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 equity 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 our credit ratings;
• 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 Federal Energy Regulatory Commission (FERC), the National Transportation Safety Board, the Pipeline and Hazardous Materials Safety Administration (PHMSA), the U.S. Environmental Protection Agency (EPA) and the U.S. Commodity Futures Trading Commission (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 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 supplied to our gathering systems, processed in our plants and transported 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 ONEOK and ONEOK Partners have filed and may file with the SEC, which are incorporated by reference.

These reports are also available from the sources described below.  Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither ONEOK nor ONEOK Partners undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in the most recent reports on Form 10-K and Form 10-Q and other documents of ONEOK and ONEOK Partners on file with the SEC. ONEOK's and ONEOK Partners' SEC filings are available publicly on the SEC's website at www.sec.gov.

SOURCE ONEOK, Inc.

TULSA, Okla., June 22, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) and ONEOK Partners, L.P. (NYSE: OKS) today announced that two leading proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis & Co., have recommended votes in favor of the proposed merger transaction between ONEOK and ONEOK Partners.   

Under the proposed merger transaction announced Feb. 1, 2017, ONEOK will acquire all of the outstanding common units of ONEOK Partners it does not already own.

A special committee of the ONEOK board of directors, the ONEOK Partners conflicts committee and the ONEOK Partners board of directors have each unanimously approved the merger agreement, and shareholder and unitholder voting related to the transaction is currently underway. Separate special meetings of ONEOK shareholders and ONEOK Partners unitholders will be held at 9 a.m. CDT and 10 a.m. CDT, respectively, on June 30, 2017, to vote on the proposed merger transaction. Shareholders and unitholders of record at the close of business May 19, 2017, are entitled to vote at their respective special meeting.

"The support of these two leading advisory firms underscores the value this transaction is expected to provide to both ONEOK shareholders and ONEOK Partners unitholders," said Terry K. Spencer, president and chief executive officer of ONEOK and ONEOK Partners. "The transaction represents a great opportunity for current investors in both companies to benefit from future growth across our extensive and integrated asset footprint. We encourage all current shareholders and unitholders to vote in favor of the proposed merger, and we look forward to the anticipated closing of the transaction."

Completion of the transaction, which is expected to occur on June 30, 2017, or early in the third quarter 2017, is subject to the satisfaction of customary conditions, including receipt of requisite approvals of ONEOK shareholders and ONEOK Partners unitholders.  

MERGER TRANSACTION HIGHLIGHTS

Under the terms of the merger agreement, ONEOK will acquire all of the 171.5 million outstanding units of ONEOK Partners it does not already own at a fixed exchange ratio of 0.985 of a share of ONEOK common stock for each public unit of ONEOK Partners. ONEOK Partners units will no longer be publicly traded following the closing of the transaction.

Following the close of the merger transaction, ONEOK expects:

• A dividend increase of 21 percent to 74.5 cents per share, or $2.98 on an annualized basis, with dividend growth of 9 to 11 percent annually thereafter through 2021;
• Annual dividend coverage greater than 1.2 times;
• The transaction to be immediately accretive and then double-digit accretive to ONEOK's distributable cash flow in all years from 2018 through 2021;
• No cash income taxes through at least 2021; and
• Shareholders to benefit from a lower cost of funding, improved capital markets access and enhanced dividend growth.

For additional information on the proposed merger transaction and the special meetings of ONEOK shareholders and ONEOK Partners unitholders, visit www.oneok.com or www.oneokpartners.com.

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ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of March 31, 2017, 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 index.

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

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

This news release contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates", "believes," "expects", "intends", "plans", "projects", "will", "would", "should", "may", and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect ONEOK's and ONEOK Partners' current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving ONEOK and ONEOK Partners, including future financial and operating results, ONEOK's and ONEOK Partners' plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including future results of operations, projected cash flow and liquidity, business strategy, expected synergies or cost savings, and other plans and objectives for future operations.  No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected. 

Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties, many of which are beyond our control, and are not guarantees of future results.  Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.  These risks and uncertainties include, without limitation, the following:

• the ability to obtain the requisite ONEOK stockholder and ONEOK Partners unitholder approvals relating to the proposed transaction;
• the risk that ONEOK or ONEOK Partners may be unable to obtain governmental and regulatory approvals required for the proposed transaction, if any, or required governmental and regulatory approvals, if any, may delay the proposed transaction or result in the imposition of conditions that could cause the parties to abandon the proposed transaction;
• the risk that a condition to closing of the proposed transaction may not be satisfied;
• the timing to consummate the proposed transaction;
• the risk that cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;
• disruption from the transaction may make it more difficult to maintain relationships with customers, employees or suppliers;
• the possible diversion of management time on merger-related issues;
• the impact and outcome of pending and future litigation, including litigation, if any, relating to the proposed transaction;
• the effects of weather and other natural phenomena, including climate change, on OKE's and/or OKS' operations, demand for OKE's and/or OKS' 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 OKE, OKS, ONEOK Partners GP, and related parties of OKE, OKS, and ONEOK Partners GP;
• the impact of unforeseen changes in interest rates, debt and equity markets, inflation rates, economic recession and other external factors over which OKE and OKS have no control, including the effect on pension and postretirement expense and funding resulting from changes in equity 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 Federal Energy Regulatory Commission (FERC), the National Transportation Safety Board, the Pipeline and Hazardous Materials Safety Administration (PHMSA), the U.S. Environmental Protection Agency (EPA) and the U.S. Commodity Futures Trading Commission (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 supplied to OKS's gathering system, processed in OKS's plants and transported on OKS's 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 OKE and OKS have filed and may file with the SEC, which are incorporated by reference.

These reports are also available from the sources described below.  Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither ONEOK nor ONEOK Partners undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in the most recent reports on Form 10-K and Form 10-Q and other documents of ONEOK and ONEOK Partners on file with the SEC. ONEOK's and ONEOK Partners' SEC filings are available publicly on the SEC's website at www.sec.gov.  

Additional Information And Where To Find It

This communication is not a solicitation of any vote, approval, or proxy from any ONEOK stockholder or ONEOK Partners unitholder. In connection with the proposed transaction, ONEOK filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4, as amended (the "Form S-4") which includes a prospectus of ONEOK and a joint proxy statement of ONEOK and ONEOK Partners. The Form S-4 was declared effective by the SEC on May 11, 2017, and the definitive joint proxy statement/prospectus was filed with the SEC by both ONEOK and ONEOK Partners on May 19, 2017. Each of ONEOK and ONEOK Partners may also file other documents with the SEC regarding the proposed transaction. The definitive joint proxy statement/prospectus was mailed to ONEOK stockholders and ONEOK Partners unitholders on or about May 25, 2017. This document is not a substitute for any prospectus, proxy statement or any other document which ONEOK or ONEOK Partners may file with the SEC in connection with the proposed transaction. ONEOK and ONEOK Partners urge investors and their respective stockholders and unitholders to read the Form S-4 and any other relevant documents filed with the SEC, including the definitive joint proxy statement/prospectus that is part of the Form S-4, because they contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction (when they become available), free of charge, at the SEC's website (www.sec.gov). You may also obtain these documents, free of charge, from ONEOK's website (www.oneok.com) under the tab "Investors" and then under the heading "SEC Filings." You may also obtain these documents, free of charge, from ONEOK Partners' website (www.oneokpartners.com) under the tab "Investors" and then under the heading "SEC Filings."

SOURCE ONEOK, Inc.

TULSA, Okla., June 19, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) today announced plans to expand its Mid-Continent natural gas liquids (NGL) gathering system and its existing Sterling III Pipeline. The expansions, which are backed by a long-term contract with a subsidiary of EnLink Midstream Partners, LP and EnLink Midstream, LLC (EnLink), will help accommodate expected volume growth from current and certain future EnLink natural gas processing plants in the STACK play in western Oklahoma along with expected growth from other customers in the region.

"Producers continue to accelerate their investments in the STACK due to the higher-return economics driven by strong crude oil and NGL-rich natural gas production rates," said Terry K. Spencer, ONEOK president and chief executive officer. "This expansion of our NGL gathering system further underscores our ability to meet the NGL service needs of STACK-area natural gas processors and demonstrates our continued commitment to providing reliable high-quality service to our customers."

Expansions include increasing capacity on the Sterling III Pipeline to 250,000 barrels per day (bpd) from 190,000 bpd and connecting ONEOK's Arbuckle Pipeline to EnLink's Cajun-Sibon Pipeline in southeast Texas. ONEOK's Sterling III Pipeline transports either unfractionated NGLs or NGL purity products between ONEOK's Mid-Continent NGL infrastructure and similar facilities on the Gulf Coast in Mont Belvieu, Texas.

ONEOK expects to invest approximately $130 million for these projects, which are expected to be complete by the end of 2018. 

ONEOK's natural gas liquids segment currently gathers 150,000 to 200,000 bpd of NGLs out of the STACK and SCOOP plays and is connected to more than 100 third-party natural gas processing plants in the Mid-Continent. The NGL volumes from the EnLink plant connections and other production are part of an incremental 100,000 bpd of expected NGL supply out of the STACK and SCOOP plays that ONEOK expects to add to its system by the end of 2018.

In addition, to support the increasing producer activity in the STACK and SCOOP on dedicated acreage in the natural gas gathering and processing segment, ONEOK has entered into a long-term processing services agreement with a third party to gain access to an additional 200 million cubic feet per day (MMcf/d) of natural gas processing capacity in this region.

"This agreement provides an attractive option for timely access to existing natural gas processing capacity to better serve the rapid growth occurring on our dedicated acreage," Spencer added.

ONEOK plans to connect its extensive natural gas gathering system to the existing third-party natural gas processing facility in northern Oklahoma by constructing a nearly 30-mile natural gas gathering pipeline and related infrastructure through the core of the STACK play in Blaine County, Oklahoma. The pipeline is expected to cost approximately $40 million and be completed by the end of 2017.

This third-party plant already is connected to ONEOK's existing NGL gathering system and is expected to provide incremental NGL volumes as natural gas processing volumes increase.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of March 31, 2017, 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 index.

For more information, visit the websites at www.oneok.com or www.oneokpartners.com.

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

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, liquidity, management's plans and objectives for our growth projects and other future operations (including plans to construct additional natural gas and natural gas liquids pipelines), 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 laws and other applicable laws.

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," "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. These and other risks are described in greater detail in Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K and in the other filings that we make with the Securities and Exchange Commission (SEC), which are available on the SEC's website at www.sec.gov. 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.

SOURCE ONEOK, Inc.

TULSA, Okla., June 12, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) today announced it will redeem all of its outstanding 6.5 percent senior notes due 2028 for approximately $87 million, the outstanding aggregate principal amount of the notes.

The formal notice of redemption was sent June 12, 2017, to the trustee and holders of the notes. ONEOK will redeem the notes July 12, 2017, using cash on hand, at a redemption price equal to the principal amount, plus accrued and unpaid interest in accordance with the indenture governing the notes.

Questions regarding the redemption should be directed to:

The Bank of New York Mellon Trust Company, N.A.
c/o The Bank of New York Mellon
Attn: CT Ops, Redemption Unit
111 Sanders Creek Pkwy
East Syracuse, NY 13057
Phone: 713-483-6674

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of March 31, 2017, 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 index.

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), 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 news release 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;
• 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;
• 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.  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.

SOURCE ONEOK, Inc.

TULSA, Okla., May 25, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) and ONEOK Partners, L.P. (NYSE: OKS) have announced organizational changes.

Walter S. Hulse III, 53, currently executive vice president, strategic planning and corporate affairs, becomes chief financial officer and executive vice president, strategic planning and corporate affairs. He will continue to report to Terry K. Spencer, ONEOK president and chief executive officer.

Kevin L. Burdick, 52, currently executive vice president and chief commercial officer, becomes executive vice president and chief operating officer. He will continue to report to Spencer. Wes Christensen, senior vice president, operations, will report to Burdick. Burdick's commercial responsibilities will remain the same.

Derek S. Reiners, 46, currently senior vice president, chief financial officer and treasurer, becomes senior vice president, finance, and treasurer. He will report to Hulse.

"These changes consolidate key reporting responsibilities to me and are a reflection of the exceptional leadership and industry knowledge these individuals have demonstrated in their current roles, and I'm confident those attributes will aid them in their new roles," said Spencer. "Each of these individuals has made a substantial impact in their time with the company, and I expect these new responsibilities will provide even more opportunities to lead and develop their teams."

Hulse joined ONEOK in 2015 from Spinnaker Strategic Advisory Services, LLC, which provided consulting services to mid-cap and large-cap publicly traded companies, including the review of merger and/or acquisition opportunities, debt and equity markets, corporate restructuring and potential divestitures. Hulse also served as a consultant to ONEOK for many years and assisted with its separation from ONE Gas.

Previously, Hulse was vice chairman of the Investment Banking Department, managing director and head of the business development group at UBS Investment Bank where he oversaw the identification, evaluation and execution of new business initiatives across the three UBS business lines. Prior to that, he was head of the Global Utility Group at UBS Investment Bank.

Before joining UBS at the time of its merger with PaineWebber Incorporated, Hulse was director of the mergers and acquisition department at PaineWebber and held various roles there previously. He also led the Global Energy and Mergers and Acquisitions group at J.P. Morgan.

Hulse graduated from the Wharton School at the University of Pennsylvania with a Bachelor of Science in Economics.

Burdick has served in his current role since March 2017 and prior to that, since February 2016, he served as senior vice president of natural gas gathering and processing. Burdick's previous roles in the company included vice president, natural gas gathering and processing; and vice president and chief information officer.

Burdick joined ONEOK in 2007 as manager of information technology design integration and served in roles of increasing responsibility. He began his career at CITGO Petroleum in the information technology field.

Burdick earned a Bachelor of Science in mathematics from the University of Oklahoma and a Master of Business Administration from Oklahoma State University.

Reiners has served in his current role since 2012 and prior to that, he served as senior vice president and chief accounting officer since his hiring in 2009.

Previously, he worked for Grant Thornton LLP in Tulsa and Dallas, Texas, where he was a partner and served as the north Texas energy industry practice leader. He also worked for Arthur Andersen LLP in various roles with increasing levels of responsibility.

A certified public accountant and a member of the American Institute of Certified Public Accountants, Reiners earned a Bachelor of Science degree in business administration in 1993 from Oklahoma State University in Stillwater with majors in finance and economics. He earned a master's degree in accounting in 1999 from Oklahoma State University.

Editor's note: Photos of Hulse, Burdick and Reiners are available.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of March 31, 2017, 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 index.

For more information, visit the websites at www.oneok.com or www.oneokpartners.com.

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

SOURCE ONEOK, Inc.; ONEOK Partners, L.P.

TULSA, Okla., May 16, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) and ONEOK Partners, L.P. (NYSE: OKS) will participate in the Wells Fargo "Kick the Tires" Fixed-income Conference on Wednesday, May 17, 2017, in Houston and the MUFG Oil & Gas Conference on Thursday, May 18, in New York City. 

Derek S. Reiners, ONEOK and ONEOK Partners senior vice president, chief financial officer and treasurer, will present at the Wells Fargo conference in Houston.

At the MUFG conference in New York City, Reiners will conduct a series of one-on-one meetings with investment-community representatives.   

The materials used at the conferences are accessible on the ONEOK and ONEOK Partners websites, www.oneok.com and www.oneokpartners.com.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of March 31, 2017, 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 index.

For more information, visit the websites at www.oneok.com or www.oneokpartners.com.

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

SOURCE ONEOK, Inc.

TULSA, Okla., May 9, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) and ONEOK Partners, L.P. (NYSE: OKS) today announced that separate special meetings of ONEOK shareholders and ONEOK Partners unitholders will be held June 30, 2017, to vote on the previously announced merger transaction between the two companies.

Shareholders and unitholders of record at the close of business May 19, 2017, will be entitled to vote at their respective special meeting.

Under the transaction agreement, each outstanding common unit of ONEOK Partners that ONEOK does not already own will be converted into 0.985 shares of ONEOK common stock, representing a 22.4 percent premium to the ONEOK Partners closing price on Jan. 27, 2017.

Completion of the transaction, which is expected to occur the same date, or soon after the date of the special meetings, is subject to the satisfaction of customary conditions, including receipt of requisite approvals of ONEOK shareholders and ONEOK Partners unitholders.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of March 31, 2017, 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 index.

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

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

This news release contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates", "believes," "expects", "intends", "plans", "projects", "will", "would", "should", "may", and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect ONEOK's and ONEOK Partners' current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving ONEOK and ONEOK Partners, including future financial and operating results, ONEOK's and ONEOK Partners' plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including future results of operations, projected cash flow and liquidity, business strategy, expected synergies or cost savings, and other plans and objectives for future operations.  No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected. 

Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties, many of which are beyond our control, and are not guarantees of future results.  Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.  These risks and uncertainties include, without limitation, the following:

• the ability to obtain the requisite ONEOK stockholder and ONEOK Partners unitholder approvals relating to the proposed transaction;
• the risk that ONEOK or ONEOK Partners may be unable to obtain governmental and regulatory approvals required for the proposed transaction, if any, or required governmental and regulatory approvals, if any, may delay the proposed transaction or result in the imposition of conditions that could cause the parties to abandon the proposed transaction;
• the risk that a condition to closing of the proposed transaction may not be satisfied;
• the timing to consummate the proposed transaction;
• the risk that cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;
• disruption from the transaction may make it more difficult to maintain relationships with customers, employees or suppliers;
• the possible diversion of management time on merger-related issues;
• the impact and outcome of pending and future litigation, including litigation, if any, relating to the proposed transaction;
• the effects of weather and other natural phenomena, including climate change, on OKE's and/or OKS' operations, demand for OKE's and/or OKS' 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 OKE, OKS, ONEOK Partners GP, and related parties of OKE, OKS, and ONEOK Partners GP;
• the impact of unforeseen changes in interest rates, equity markets, inflation rates, economic recession and other external factors over which OKE and OKS have no control, including the effect on pension and postretirement expense and funding resulting from changes in equity 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 Federal Energy Regulatory Commission (FERC), the National Transportation Safety Board, the Pipeline and Hazardous Materials Safety Administration (PHMSA), the U.S. Environmental Protection Agency (EPA) and the U.S. Commodity Futures Trading Commission (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 supplied to OKS's gathering system, processed in OKS's plants and transported on OKS's 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 OKE and OKS have filed and may file with the SEC, which are incorporated by reference.

These reports are also available from the sources described below.  Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither ONEOK nor ONEOK Partners undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in the most recent reports on Form 10-K and Form 10-Q and other documents of ONEOK and ONEOK Partners on file with the SEC. ONEOK's and ONEOK Partners' SEC filings are available publicly on the SEC's website at www.sec.gov.

Additional Information And Where To Find It

This communication is not a solicitation of any vote, approval, or proxy from any ONEOK stockholder or ONEOK Partners unitholder. In connection with the proposed transaction, on March 7, 2017, ONEOK filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4, as amended on April 21, 2017, and May 4, 2017, (the "Form S-4") which includes a preliminary prospectus of ONEOK and a joint proxy statement of ONEOK and ONEOK Partners. These materials are not yet final and will be amended. Each of ONEOK and ONEOK Partners may also file other documents with the SEC regarding the proposed transaction. ONEOK and ONEOK Partners will each mail the joint proxy statement/prospectus to their respective stockholders and unitholders. This document is not a substitute for any prospectus, proxy statement or any other document which ONEOK or ONEOK Partners may file with the SEC in connection with the proposed transaction. ONEOK and ONEOK Partners urge investors and their respective stockholders and unitholders to read the registration statement, including the preliminary joint proxy statement/prospectus that is a part of the registration statement, and the definitive joint proxy statement/prospectus and other relevant materials filed and to be filed with the SEC regarding the proposed transaction when they become available, as well as other documents filed with the SEC, because they contain or will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction (when they become available), free of charge, at the SEC's website (www.sec.gov). You may also obtain these documents, free of charge, from ONEOK's website (www.oneok.com) under the tab "Investors" and then under the heading "SEC Filings." You may also obtain these documents, free of charge, from ONEOK Partners' website (www.oneokpartners.com) under the tab "Investors" and then under the heading "SEC Filings."

Participants In The Solicitation

ONEOK, ONEOK Partners and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from ONEOK stockholders and ONEOK Partners unitholders in favor of the proposed transaction and related matters.  Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of ONEOK stockholders and ONEOK Partners unitholders in connection with the proposed transaction are set forth in the preliminary joint proxy statement/prospectus filed with the SEC on March 7, 2017, as amended on April 21, 2017, and May 4, 2017, and will be set forth in the definitive joint proxy statement/prospectus when it becomes available.  You can find information about ONEOK's executive officers and directors in its definitive proxy statement filed with the SEC on April 6, 2017.  You can find information about ONEOK Partners' executive officers and directors in its annual report on Form 10-K filed with the SEC on February 28, 2017. Additional information about ONEOK's executive officers and directors and ONEOK Partners' executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 and the other relevant materials to be filed with the SEC when they become available.  You can obtain free copies of these documents from ONEOK and ONEOK Partners using the contact information above.

SOURCE ONEOK, Inc.

TULSA, Okla., May 8, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) and ONEOK Partners, L.P. (NYSE: OKS) will participate in the Deutsche Bank MLP, Midstream and Natural Gas Conference on Tuesday, May 9, 2017, in New York City, and the Citi Global Energy and Utilities Conference on Wednesday, May 10, in Boston, Massachusetts. 

Terry K. Spencer, ONEOK and ONEOK Partners president and chief executive officer; Walter S. Hulse III, ONEOK and ONEOK Partners executive vice president, strategic planning and corporate affairs; Kevin L. Burdick, ONEOK and ONEOK Partners executive vice president and chief commercial officer; and Derek S. Reiners, ONEOK and ONEOK Partners senior vice president, chief financial officer and treasurer, will conduct a series of one-on-one meetings with investment-community representatives at the conferences.   

The materials used at the conferences will be accessible on the ONEOK and ONEOK Partners websites, www.oneok.com and www.oneokpartners.com, beginning at 8 a.m. Eastern Daylight Time (7 a.m. Central Daylight Time) on Tuesday, May 9, 2017.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of March 31, 2017, 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 index.

For more information, visit the websites at www.oneok.com or www.oneokpartners.com.

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

SOURCE ONEOK, Inc.

TULSA, Okla., May 2, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) today announced first-quarter 2017 financial results.

SUMMARY

• First-quarter 2017 net income attributable to ONEOK and adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) increased 5 and 4 percent, respectively, compared with the first quarter 2016;
• First-quarter 2017 dividend coverage ratio was 1.27;
• The natural gas gathering and processing segment's average fee rate increased to 83 cents in the first quarter 2017, compared with 68 cents in the first quarter 2016;
• The natural gas liquids segment connected three new third-party natural gas processing plants to its natural gas liquids (NGL) system in the first quarter 2017; and
• ONEOK reaffirms 2017 financial guidance.

FIRST-QUARTER 2017 FINANCIAL HIGHLIGHTS

"All three of ONEOK Partners' business segments reported higher first-quarter adjusted EBITDA compared with the same period last year, driven by increased fee-based services across the partnership's footprint," said Terry K. Spencer, president and chief executive officer of ONEOK and ONEOK Partners. "Our performance through the first three months of 2017 and the increased drilling rig activity in the basins we serve has us well-positioned to achieve 2017 financial guidance expectations. Severe winter weather in January impacted first-quarter 2017 volumes, primarily in the Williston Basin, but was taken into consideration when setting 2017 financial expectations. Since January, volumes have recovered and are now averaging above November 2016 levels.

"We've seen increased activity across our footprint as producers continue to move drilling rigs into highly productive areas such as the STACK and SCOOP plays in Oklahoma and the Williston and Permian basins," Spencer said. "The partnership holds strong asset positions in all of these areas, where continued growth benefits all three of our business segments.

"The announced merger transaction with ONEOK Partners positions our businesses for continued growth," Spencer added. "This transaction represents a great opportunity for current ONEOK shareholders and ONEOK Partners unitholders, who will benefit from a long runway of future development opportunities across our footprint."

FIRST-QUARTER 2017 FINANCIAL PERFORMANCE

ONEOK's first-quarter 2017 results benefited from higher average fee rates in the natural gas gathering and processing segment, higher fee-based transportation services in the natural gas pipelines segment, and increased transportation and exchange service volumes and wider location and product price differentials in the natural gas liquids segment. Severe winter weather in January, primarily in the Williston Basin, impacted the natural gas gathering and processing segment's volumes during the quarter.

Recently completed capital-growth projects in the natural gas pipelines segment, including the joint venture Roadrunner Gas Transmission Pipeline and the WesTex intrastate pipeline expansion, both in the Permian Basin, provided additional fee-based earnings during the quarter.

Ethane rejection levels on the partnership's NGL system decreased to an average of more than 150,000 barrels per day (bpd) in the first quarter 2017, compared with an average of more than 175,000 bpd during the first quarter of 2016. The partnership expects ethane recovery levels to fluctuate but generally increase for the remainder of 2017, as ethane supply and demand begin to balance.

Higher first-quarter 2017 results primarily benefited from:

• Higher average fee rates resulting from contract restructuring in the natural gas gathering and processing segment;
• Higher firm demand charge transportation revenues in the natural gas pipelines segment; and
• Increased transportation and exchange service volumes and wider location and product price differentials in the natural gas liquids segment.

Operating costs increased in the first quarter 2017 compared with the first quarter 2016 due primarily to increased property taxes in the natural gas liquids and natural gas pipelines segments and higher labor and employee-related costs. ONEOK's first-quarter 2017 results also include approximately $7 million in costs associated with the proposed ONEOK and ONEOK Partners merger transaction.

Capital expenditures decreased in the first three months of 2017 compared with the same period in 2016 due primarily to projects placed in service in 2016 and fewer well connections in the natural gas gathering and processing segment due to the impact of severe winter weather in the Williston Basin in the first quarter 2017.

EARNINGS PRESENTATION AND KEY STATISTICS:

Additional financial and operating information that will be discussed on the first-quarter 2017 conference call is accessible on the ONEOK and ONEOK Partners websites, www.oneok.com and www.oneokpartners.com, or from the links below.

> View earnings presentation

> View earnings tables

ONEOK AND ONEOK PARTNERS HIGHLIGHTS:

ONEOK:

• Announcing on Feb. 1, 2017, an agreement to acquire the outstanding common units of ONEOK Partners it does not already own and announcing an expected dividend increase to 74.5 cents per share for the first quarterly dividend following the close of the transaction;
• Announcing in April a new $2.5 billion, five-year senior unsecured revolving credit facility to replace the existing ONEOK and ONEOK Partners credit facilities. The new facility will be available upon the expected completion of the merger transaction and termination of the existing ONEOK and ONEOK Partners credit facilities;
• Reporting first-quarter 2017 net income attributable to ONEOK and adjusted EBITDA increases of 5 and 4 percent, respectively, compared with the first quarter 2016;
• Receiving $107.2 million in distributions from the company's general partner interest and $90.3 million in distributions from the company's limited partner interests in ONEOK Partners in the first quarter 2017;
• Having $302.3 million of cash and cash equivalents and $298.9 million of capacity available under its $300 million credit agreement, on a stand-alone basis, as of March 31, 2017; and
• Declaring in April 2017 a dividend of 61.5 cents per share, or $2.46 per share on an annualized basis.

ONEOK Partners:

• Reporting first-quarter 2017 net income attributable to ONEOK Partners and adjusted EBITDA increases of 6 and 4 percent, respectively, compared with the first quarter 2016;
• Reporting first-quarter 2017 distribution coverage of 1.10 times;
• Connecting three additional third-party natural gas processing plants - one each in the Permian Basin, Mid-Continent and Rocky Mountain region - to the partnership's NGL system; and
• Declaring in April 2017 a first-quarter 2017 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's first-quarter 2017 adjusted EBITDA increased 3 percent compared with the first quarter 2016, primarily benefiting from increased optimization and marketing from wider location price differentials. Recent natural gas processing plant connections, wider product price differentials and increased ethane recovery also contributed to the increase. The segment connected three new third-party natural gas processing plants - one each in the Permian Basin, Mid-Continent and Rocky Mountain region - to its system during the quarter.

NGLs fractionated increased 4 percent and NGLs transported on gathering lines increased 2 percent in the first quarter 2017, compared with the same period in 2016, primarily benefiting from new processing plant connections in the Williston Basin, increased ethane recovery and increased Mid-Continent volumes gathered from the STACK and SCOOP areas.

The increase in first-quarter 2017 adjusted EBITDA, compared with the first quarter 2016, primarily reflects:

• A $5.3 million increase in optimization and marketing due primarily to wider location price differentials;
• A $3.9 million increase in transportation and storage services due to higher distribution pipeline volumes and higher storage and terminaling revenue in the Gulf Coast region;
• A $3.6 million increase due to wider product price differentials, increased exchange-service volumes from recently connected natural gas processing plants primarily in the Williston Basin, increased ethane recovery and increased volumes gathered in the STACK and SCOOP areas, offset partially by decreased volumes gathered from the Barnett Shale and lower rates on the West Texas LPG system; offset partially by
• A $5.5 million increase in operating costs due primarily to higher property taxes and higher employee-related costs.

Natural Gas Gathering and Processing Segment

The natural gas gathering and processing segment's first-quarter 2017 adjusted EBITDA increased 4 percent compared with the first quarter 2016 due primarily to higher fee-based revenues from restructured contracts.

The segment's average fee rate for the first quarter 2017 was 83 cents, compared with 68 cents in the first quarter 2016, a 22 percent increase.

Severe winter weather and natural production declines on existing wells impacted natural gas volumes in the first quarter 2017. Natural gas volumes processed decreased approximately 4 percent compared with the same period last year.

First-quarter 2017 adjusted EBITDA increased, compared with the first quarter 2016, which primarily reflects:

• A $19.8 million increase due primarily to restructured contracts resulting in higher average fee rates, offset partially by a lower percentage of proceeds (POP) retained from the sale of commodities purchased under POP with fee contracts; offset partially by
• A $10.2 million decrease due primarily to lower volumes as a result of severe winter weather in the first quarter of 2017;
• A $2.4 million decrease due primarily to lower realized natural gas prices; and
• A $2.2 million increase in operating costs due primarily to increased labor and higher employee-related costs, partially offset by lower outside service expenses.

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

The partnership's equity NGL and natural gas volumes decreased in the first quarter 2017, compared with the first quarter 2016, due to contract restructuring efforts and the impact of severe winter weather in the first quarter 2017.

Natural Gas Pipelines Segment

The natural gas pipelines segment's first-quarter 2017 adjusted EBITDA increased 12 percent, compared with the same period in 2016, driven by higher fee-based earnings from transportation services due to increased firm demand charge contracted capacity. Recently completed capital-growth projects including the partnership's joint venture Roadrunner Gas Transmission Pipeline and the WesTex intrastate pipeline expansion, both in the Permian Basin, provide additional fee-based earnings and expand the partnership's connectivity of producers with end-use markets in one of the most active basins in the country.

Construction is in progress on a 100 million cubic feet per day (MMcf/d) westbound expansion of the partnership's ONEOK Gas Transmission (OGT) Pipeline out of the STACK play in Oklahoma and on a 22-mile, 55 MMcf/d OGT pipeline that will provide transportation and storage services to a third-party electric generation plant near Oklahoma City, Oklahoma. The electric generation plant connection project is expected to be complete in the third quarter 2017 and the OGT expansion is expected to be complete in the second quarter 2018. Both projects are supported by long-term, firm fee-based agreements.

First-quarter 2017 adjusted EBITDA increased, compared with the first quarter 2016, which primarily reflects:

• A $9.9 million increase from higher transportation services due primarily to increased firm demand charge capacity contracted; and
• A $6.4 million increase in equity in net earnings from investments due primarily to higher firm transportation revenues on the Roadrunner pipeline; offset partially by
• A $4.3 million increase in operating costs due primarily to higher property taxes and higher employee-related costs; and
• A $3.0 million decrease due to gains on sales of excess natural gas in storage in the first quarter 2016.

Capital expenditures increased in the first quarter 2017 compared with the same period in 2016 due primarily to the timing of maintenance projects.

EARNINGS CONFERENCE CALL AND WEBCAST:

ONEOK and ONEOK Partners executive management will conduct a joint conference call at 11 a.m. Eastern Daylight Time (10 a.m. Central Daylight Time) on May 3, 2017. The call also will be carried live on ONEOK's and ONEOK Partners' websites.

To participate in the telephone conference call, dial 800-210-9066, pass code 6861498, 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 6861498.

LINKS TO EARNINGS TABLES AND PRESENTATION:

Tables:
http://ir.oneok.com/~/media/Files/O/OneOK-IR/financial-reports/2017/q1-3may2017-earnings-results-financial-news.pdf

Presentation:
http://ir.oneok.com/~/media/Files/O/OneOK-IR/financial-reports/2017/q1-3may2017-earnings-results-presentation.pdf

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

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

• Adjusted EBITDA is defined as net income adjusted for interest expense, net of capitalized interest, depreciation and amortization, impairment charges, income taxes and allowance for equity funds used during construction (equity AFUDC) and certain other noncash items;
• Cash flow available for dividends is defined as cash distributions declared from ONEOK's ownership in ONEOK Partners adjusted for ONEOK's standalone interest expense, corporate expenses, excluding certain noncash items, payments related to released contracts from ONEOK's former energy services business, capital expenditures and equity compensation reimbursed by ONEOK Partners;
• Free cash flow is defined as cash flow available for dividends, computed as described above, less ONEOK's dividends declared;
• Dividend coverage ratio is defined as cash flow available for dividends divided by the dividends declared for the period;
• Distributable cash flow is defined as adjusted EBITDA, computed as described above, less interest expense, maintenance capital expenditures and equity earnings from investments, excluding noncash impairment charges, adjusted for cash distributions received and certain other items;
• Dividend coverage ratio (as calculated per 2017 guidance) is defined as ONEOK's distributable cash flow to ONEOK shareholders divided by the dividends paid for the period; and
• Distribution coverage ratio is defined as ONEOK Partners distributable cash flow to limited partners per limited partner unit divided by the distribution declared per limited partner unit for the period.

These non-GAAP financial measures described above are useful to investors because they and similar measures 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.  Adjusted EBITDA, ONEOK cash flow available for dividends, free cash flow, distributable cash flow and coverage ratios 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.  Reconciliations of net income to adjusted EBITDA, cash flow available for dividends, free cash flow to net income, distributable cash flow and coverage ratios are included in the tables.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of March 31, 2017, 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.

This news release contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates", "believes," "expects", "intends", "plans", "projects", "will", "would", "should", "may", and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect ONEOK's and ONEOK Partners' current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving ONEOK and ONEOK Partners, including future financial and operating results, ONEOK's and ONEOK Partners' plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including future results of operations, projected cash flow and liquidity, business strategy, expected synergies or cost savings, and other plans and objectives for future operations.  No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected.  Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties, many of which are beyond our control, and are not guarantees of future results.  Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.  These risks and uncertainties include, without limitation, the following:

• the ability to obtain the requisite ONEOK stockholder and ONEOK Partners unitholder approvals relating to the proposed transaction;
• the risk that ONEOK or ONEOK Partners may be unable to obtain governmental and regulatory approvals required for the proposed transaction, if any, or required governmental and regulatory approvals, if any, may delay the proposed transaction or result in the imposition of conditions that could cause the parties to abandon the proposed transaction;
• the risk that a condition to closing of the proposed transaction may not be satisfied;
• the timing to consummate the proposed transaction;
• the risk that cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;
• disruption from the transaction may make it more difficult to maintain relationships with customers, employees or suppliers;
• the possible diversion of management time on merger-related issues;
• the impact and outcome of pending and future litigation, including litigation, if any, relating to the proposed transaction;
• 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 ONEOK and ONEOK Partners;
• the impact of unforeseen changes in interest rates, debt and 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 Federal Energy Regulatory Commission (FERC), the National Transportation Safety Board, the Pipeline and Hazardous Materials Safety Administration (PHMSA), the U.S. Environmental Protection Agency (EPA) and the U.S. Commodity Futures Trading Commission (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 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 ability of management to execute its plans to meet its goals and other risks inherent in our businesses that are discussed in ONEOK's and ONEOK Partners' most recent annual reports on Form 10-K, respectively, and in other ONEOK and ONEOK Partners reports on file with the Securities and Exchange Commission (the "SEC").

These reports are also available from the sources described below.  Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither ONEOK nor ONEOK Partners undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in the most recent reports on Form 10-K and Form 10-Q and other documents of ONEOK and ONEOK Partners on file with the SEC. ONEOK's and ONEOK Partners' SEC filings are available publicly on the SEC's website at www.sec.gov.

Additional Information And Where To Find It

This communication is not a solicitation of any vote, approval, or proxy from any ONEOK stockholder or ONEOK Partners unitholder.  In connection with the proposed transaction, ONEOK filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4, which includes a preliminary prospectus of ONEOK and a joint proxy statement of ONEOK and ONEOK Partners.  These materials are not yet final and will be amended. Each of ONEOK and ONEOK Partners may also file other documents with the SEC regarding the proposed transaction. ONEOK and OKS will each mail the joint proxy statement/prospectus to their respective stockholders and unitholders.  This document is not a substitute for any prospectus, proxy statement or any other document which ONEOK or ONEOK Partners may file with the SEC in connection with the proposed transaction.  ONEOK and ONEOK Partners urge investors and their respective stockholders and unitholders to read the registration statement, including the preliminary joint proxy statement/prospectus that is a part of the registration statement, and the definitive joint proxy statement/prospectus, and other relevant materials filed and to be filed with the SEC regarding the proposed transaction when they become available, as well as other documents filed with the SEC, because they contain or will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction (when they become available), free of charge, at the SEC's website (www.sec.gov).  You may also obtain these documents, free of charge, from ONEOK's website (www.oneok.com) under the tab "Investors" and then under the heading "SEC Filings."  You may also obtain these documents, free of charge, from ONEOK Partners' website (www.oneokpartners.com) under the tab "Investors" and then under the heading "SEC Filings."

Participants In The Solicitation

ONEOK, ONEOK Partners and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from ONEOK stockholders and ONEOK Partners unitholders in favor of the proposed transaction and related matters.  Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of ONEOK stockholders and ONEOK Partners unitholders in connection with the proposed transaction are set forth in the preliminary joint proxy statement/prospectus filed with the SEC on March 7, 2017 and will be set forth in the definitive joint proxy statement/prospectus when it becomes available.  You can find information about ONEOK's executive officers and directors in its definitive proxy statement filed with the SEC on April 6, 2017.  You can find information about ONEOK Partners' executive officers and directors in its annual report on Form 10-K filed with the SEC on February 28, 2017. Additional information about ONEOK's executive officers and directors and ONEOK Partners' executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 and the other relevant materials to be filed with the SEC when they become available.  You can obtain free copies of these documents from ONEOK and ONEOK Partners using the contact information above.

SOURCE ONEOK, Inc.

TULSA, Okla., May 2, 2017 /PRNewswire/ -- ONEOK Partners, L.P. (NYSE: OKS) today announced first-quarter 2017 financial results.

SUMMARY

• First-quarter 2017 net income attributable to ONEOK Partners and adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) increased 6 and 4 percent, respectively, compared with the first quarter 2016;
• First-quarter 2017 distribution coverage ratio was 1.10;
• The natural gas gathering and processing segment's average fee rate increased to 83 cents in the first quarter 2017, compared with 68 cents in the first quarter 2016; and
• The natural gas liquids segment connected three new third-party natural gas processing plants to its natural gas liquids (NGL) system in the first quarter 2017.

FIRST-QUARTER 2017 FINANCIAL HIGHLIGHTS

"All three of our business segments reported higher first-quarter adjusted EBITDA compared with the same period last year, driven by increased fee-based services across the partnership's footprint," said Terry K. Spencer, president and chief executive officer of ONEOK and ONEOK Partners. "Our performance through the first three months of 2017 and the increased drilling rig activity in the basins we serve has us well-positioned for the remainder of 2017. Severe winter weather in January impacted first-quarter 2017 volumes, primarily in the Williston Basin, but was taken into consideration when setting 2017 expectations. Since January, volumes have recovered and are now averaging above November 2016 levels.

"We've seen increased activity across our footprint as producers continue to move drilling rigs into highly productive areas such as the STACK and SCOOP plays in Oklahoma and the Williston and Permian basins," Spencer said. "ONEOK Partners holds strong asset positions in all of these areas, where continued growth benefits all three of our business segments.

"We connected three new third-party processing plants to our NGL systems in the first quarter of the year and continue to connect additional wells to our natural gas gathering and processing systems. As these connections ramp up with increasing producer activity, we expect volume increases in the second half of 2017," added Spencer. "We also expect ethane throughput on our NGL system to increase as demand increases in the second half of the year as new ethane consuming petrochemical plants come online and export facilities increase capacity utilization, providing an even greater impact on 2018 volumes.

"The announced merger transaction with ONEOK positions our businesses for continued growth," Spencer added. "This transaction represents a great opportunity for current ONEOK shareholders and ONEOK Partners unitholders, who will benefit from a long runway of future development opportunities across our footprint."

FIRST-QUARTER 2017 FINANCIAL PERFORMANCE

First-quarter 2017 combined operating income and equity in net earnings from investments increased 4 percent compared with the same period in 2016, benefiting from higher average fee rates in the natural gas gathering and processing segment, higher fee-based transportation services in the natural gas pipelines segment, and increased transportation and exchange service volumes and wider location and product price differentials in the natural gas liquids segment. Severe winter weather in January, primarily in the Williston Basin, impacted the natural gas gathering and processing segment's volumes during the quarter.

Recently completed capital-growth projects in the natural gas pipelines segment, including the joint venture Roadrunner Gas Transmission Pipeline and the WesTex intrastate pipeline expansion, both in the Permian Basin, provided additional fee-based earnings during the quarter.

Ethane rejection levels on the partnership's NGL system decreased to an average of more than 150,000 barrels per day (bpd) in the first quarter 2017, compared with an average of more than 175,000 bpd during the first quarter of 2016. The partnership expects ethane recovery levels to fluctuate but generally increase for the remainder of 2017, as ethane supply and demand begin to balance.

Higher first-quarter 2017 results primarily benefited from:

• Higher average fee rates resulting from contract restructuring in the natural gas gathering and processing segment;
• Higher firm demand charge transportation revenues in the natural gas pipelines segment; and
• Increased transportation and exchange service volumes and wider location and product price differentials in the natural gas liquids segment.

Operating costs increased in the first quarter 2017 compared with the first quarter 2016 due primarily to increased property taxes in the natural gas liquids and natural gas pipelines segments and higher labor and employee-related costs. ONEOK Partners' first-quarter 2017 results also include approximately $1.1 million in costs associated with the proposed ONEOK and ONEOK Partners merger transaction.

Capital expenditures decreased in the first three months of 2017 compared with the same period in 2016 due primarily to projects placed in service in 2016 and fewer well connections in the natural gas gathering and processing segment due to the impact of severe winter weather in the Williston Basin in the first quarter 2017.

EARNINGS PRESENTATION AND KEY STATISTICS:

Additional financial and operating information that will be discussed on the first-quarter 2017 conference call is accessible on ONEOK Partners' website, www.oneokpartners.com, or from the links below.

> View earnings presentation

> View earnings tables

ONEOK PARTNERS HIGHLIGHTS:

• Announcing on Feb. 1, 2017, an agreement under which ONEOK will acquire the outstanding common units of ONEOK Partners it does not already own;
• Reporting first-quarter 2017 net income attributable to ONEOK Partners and adjusted EBITDA increases of 6 and 4 percent, respectively, compared with the first quarter 2016;
• Reporting first-quarter 2017 distribution coverage of 1.10 times;
• Connecting three additional third-party natural gas processing plants - one each in the Permian Basin, Mid-Continent and Rocky Mountain region - to the partnership's NGL system; and
• Declaring in April 2017 a first-quarter 2017 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's first-quarter 2017 adjusted EBITDA increased 3 percent compared with the first quarter 2016, primarily benefiting from increased optimization and marketing from wider location price differentials. Recent natural gas processing plant connections, wider product price differentials and increased ethane recovery also contributed to the increase. The segment connected three new third-party natural gas processing plants - one each in the Permian Basin, Mid-Continent and Rocky Mountain region - to its system during the quarter.

NGLs fractionated increased 4 percent and NGLs transported on gathering lines increased 2 percent in the first quarter 2017, compared with the same period in 2016, primarily benefiting from new processing plant connections in the Williston Basin, increased ethane recovery and increased Mid-Continent volumes gathered from the STACK and SCOOP areas.

The increase in first-quarter 2017 adjusted EBITDA, compared with the first quarter 2016, primarily reflects:

• A $5.3 million increase in optimization and marketing due primarily to wider location price differentials;
• A $3.9 million increase in transportation and storage services due to higher distribution pipeline volumes and higher storage and terminaling revenue in the Gulf Coast region;
• A $3.6 million increase due to wider product price differentials, increased exchange-service volumes from recently connected natural gas processing plants primarily in the Williston Basin, increased ethane recovery and increased volumes gathered in the STACK and SCOOP areas, offset partially by decreased volumes gathered from the Barnett Shale and lower rates on the West Texas LPG system; offset partially by
• A $5.5 million increase in operating costs due primarily to higher property taxes and higher employee-related costs.

Natural Gas Gathering and Processing Segment

The natural gas gathering and processing segment's first-quarter 2017 adjusted EBITDA increased 4 percent compared with the first quarter 2016 due primarily to higher fee-based revenues from restructured contracts.

The segment's average fee rate for the first quarter 2017 was 83 cents, compared with 68 cents in the first quarter 2016, a 22 percent increase.

Severe winter weather and natural production declines on existing wells impacted natural gas volumes in the first quarter 2017. Natural gas volumes processed decreased approximately 4 percent compared with the same period last year.

First-quarter 2017 adjusted EBITDA increased, compared with the first quarter 2016, which primarily reflects:

• A $19.8 million increase due primarily to restructured contracts resulting in higher average fee rates, offset partially by a lower percentage of proceeds (POP) retained from the sale of commodities purchased under POP with fee contracts; offset partially by
• A $10.2 million decrease due primarily to lower volumes as a result of severe winter weather in the first quarter of 2017;
• A $2.4 million decrease due primarily to lower realized natural gas prices; and
• A $2.2 million increase in operating costs due primarily to increased labor and higher employee-related costs, partially offset by lower outside service expenses.

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

The partnership's equity NGL and natural gas volumes decreased in the first quarter 2017, compared with the first quarter 2016, due to contract restructuring efforts and the impact of severe winter weather in the first quarter 2017.

Natural Gas Pipelines Segment

The natural gas pipelines segment's first-quarter 2017 adjusted EBITDA increased 12 percent, compared with the same period in 2016, driven by higher fee-based earnings from transportation services due to increased firm demand charge contracted capacity. Recently completed capital-growth projects including the partnership's joint venture Roadrunner Gas Transmission Pipeline and the WesTex intrastate pipeline expansion, both in the Permian Basin, provide additional fee-based earnings and expand the partnership's connectivity of producers with end-use markets in one of the most active basins in the country.

Construction is in progress on a 100 million cubic feet per day (MMcf/d) westbound expansion of the partnership's ONEOK Gas Transmission (OGT) Pipeline out of the STACK play in Oklahoma and on a 22-mile, 55 MMcf/d OGT pipeline that will provide transportation and storage services to a third-party electric generation plant near Oklahoma City, Oklahoma. The electric generation plant connection project is expected to be complete in the third quarter 2017, and the OGT expansion is expected to be complete in the second quarter 2018. Both projects are supported by long-term, firm fee-based agreements.

First-quarter 2017 adjusted EBITDA increased, compared with the first quarter 2016, which primarily reflects:

• A $9.9 million increase from higher transportation services due primarily to increased firm demand charge capacity contracted; and
• A $6.4 million increase in equity in net earnings from investments due primarily to higher firm transportation revenues on the Roadrunner pipeline; offset partially by
• A $4.3 million increase in operating costs due primarily to higher property taxes and higher employee-related costs; and
• A $3.0 million decrease due to gains on sales of excess natural gas in storage in the first quarter 2016.

Capital expenditures increased in the first quarter 2017 compared with the same period in 2016 due primarily to the timing of maintenance projects.

EARNINGS CONFERENCE CALL AND WEBCAST:

ONEOK Partners and ONEOK executive management will conduct a joint conference call at 11 a.m. Eastern Daylight Time (10 a.m. Central Daylight Time) on May 3, 2017. The call also will be carried live on ONEOK Partners' and ONEOK's websites.

To participate in the telephone conference call, dial 800-210-9066, pass code 6861498, 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' website, www.oneokpartners.com, and ONEOK's website, www.oneok.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 6861498.

LINKS TO EARNINGS TABLES AND PRESENTATION:

Tables:
http://ir.oneokpartners.com/~/media/Files/O/OneOK-Partners-IR/financial-reports/2017/q1-3may2017-earnings-results-financial-news.pdf

Presentation:
http://ir.oneokpartners.com/~/media/Files/O/OneOK-Partners-IR/financial-reports/2017/q1-3may2017-earnings-results-presentation.pdf

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

ONEOK Partners has disclosed in this news release adjusted EBITDA, DCF, distributable cash flow to limited partners per limited partner unit and distribution coverage ratio, which are non-GAAP financial metrics, used to measure the partnership's financial performance and are defined as follows:

• Adjusted EBITDA is defined as net income adjusted for interest expense, net of capitalized interest, depreciation and amortization, impairment charges, income taxes and allowance for equity funds used during construction (equity AFUDC) and certain other noncash items;
• DCF is defined as adjusted EBITDA, computed as described above, less interest expense, maintenance capital expenditures and equity earnings from investments, excluding noncash impairment charges, adjusted for cash distributions received and certain other items;
• Distributable cash flow to limited partners per limited partner unit is computed as DCF less distributions declared to the general partner in the period, divided by the weighted-average number of units outstanding in the period; and
• Distribution coverage ratio is defined as distributable cash flow to limited partners per limited partner unit divided by the distribution declared per limited partner unit for the period.

The partnership believes the non-GAAP financial measures described above are useful to investors because they and similar measures are used by many companies in its industry to measure financial performance and are commonly employed by financial analysts and others to evaluate the financial performance of the partnership and to compare the financial performance of the partnership with the performance of other publicly traded partnerships within its industry.

Adjusted EBITDA, DCF, distributable cash flow to limited partners and distribution coverage ratio per limited partner unit should not be considered alternatives to net income, earnings per unit 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. Furthermore, these non-GAAP measures should not be viewed as indicative of the actual amount of cash that is available for distributions or that is planned to be distributed in a given period, nor do they equate to available cash as defined in the partnership agreement. Reconciliations of adjusted EBITDA, distributable cash flow and distribution coverage ratio to net income are included in the tables.

ONEOK Partners, L.P. (pronounced ONE-OAK) (NYSE: OKS) is one of the largest publicly traded master limited partnerships in the United States and 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. Its general partner is a wholly owned subsidiary of ONEOK, Inc. (NYSE: OKE), a pure-play publicly traded general partner, which owns 41.2 percent of the overall partnership interest, as of March 31, 2017.

For more information, visit the website at www.oneokpartners.com.

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

This news release contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates", "believes," "expects", "intends", "plans", "projects", "will", "would", "should", "may", and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect ONEOK's and ONEOK Partners' current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving ONEOK and ONEOK Partners, including future financial and operating results, ONEOK's and ONEOK Partners' plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including future results of operations, projected cash flow and liquidity, business strategy, expected synergies or cost savings, and other plans and objectives for future operations.  No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected.  Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties, many of which are beyond our control, and are not guarantees of future results.  Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.  These risks and uncertainties include, without limitation, the following:

• the ability to obtain the requisite ONEOK stockholder and ONEOK Partners unitholder approvals relating to the proposed transaction;
• the risk that ONEOK or ONEOK Partners may be unable to obtain governmental and regulatory approvals required for the proposed transaction, if any, or required governmental and regulatory approvals, if any, may delay the proposed transaction or result in the imposition of conditions that could cause the parties to abandon the proposed transaction;
• the risk that a condition to closing of the proposed transaction may not be satisfied;
• the timing to consummate the proposed transaction;
• the risk that cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;
• disruption from the transaction may make it more difficult to maintain relationships with customers, employees or suppliers;
• the possible diversion of management time on merger-related issues;
• the impact and outcome of pending and future litigation, including litigation, if any, relating to the proposed transaction;
• 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 ONEOK and ONEOK Partners;
• the impact of unforeseen changes in interest rates, debt and 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 Federal Energy Regulatory Commission (FERC), the National Transportation Safety Board, the Pipeline and Hazardous Materials Safety Administration (PHMSA), the U.S. Environmental Protection Agency (EPA) and the U.S. Commodity Futures Trading Commission (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 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 ability of management to execute its plans to meet its goals and other risks inherent in our businesses that are discussed in ONEOK's and ONEOK Partners' most recent annual reports on Form 10-K, respectively, and in other ONEOK and ONEOK Partners reports on file with the Securities and Exchange Commission (the "SEC").

These reports are also available from the sources described below.  Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither ONEOK nor ONEOK Partners undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in the most recent reports on Form 10-K and Form 10-Q and other documents of ONEOK and ONEOK Partners on file with the SEC. ONEOK's and ONEOK Partners' SEC filings are available publicly on the SEC's website at www.sec.gov.

Additional Information And Where To Find It

This communication is not a solicitation of any vote, approval, or proxy from any ONEOK stockholder or ONEOK Partners unitholder.  In connection with the proposed transaction, ONEOK filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4, which includes a preliminary prospectus of ONEOK and a joint proxy statement of ONEOK and ONEOK Partners.  These materials are not yet final and will be amended. Each of ONEOK and ONEOK Partners may also file other documents with the SEC regarding the proposed transaction. ONEOK and OKS will each mail the joint proxy statement/prospectus to their respective stockholders and unitholders.  This document is not a substitute for any prospectus, proxy statement or any other document which ONEOK or ONEOK Partners may file with the SEC in connection with the proposed transaction.  ONEOK and ONEOK Partners urge investors and their respective stockholders and unitholders to read the registration statement, including the preliminary joint proxy statement/prospectus that is a part of the registration statement, and the definitive joint proxy statement/prospectus, and other relevant materials filed and to be filed with the SEC regarding the proposed transaction when they become available, as well as other documents filed with the SEC, because they contain or will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction (when they become available), free of charge, at the SEC's website (www.sec.gov).  You may also obtain these documents, free of charge, from ONEOK's website (www.oneok.com) under the tab "Investors" and then under the heading "SEC Filings."  You may also obtain these documents, free of charge, from ONEOK Partners' website (www.oneokpartners.com) under the tab "Investors" and then under the heading "SEC Filings."

Participants In The Solicitation

ONEOK, ONEOK Partners and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from ONEOK stockholders and ONEOK Partners unitholders in favor of the proposed transaction and related matters.  Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of ONEOK stockholders and ONEOK Partners unitholders in connection with the proposed transaction are set forth in the preliminary joint proxy statement/prospectus filed with the SEC on March 7, 2017 and will be set forth in the definitive joint proxy statement/prospectus when it becomes available.  You can find information about ONEOK's executive officers and directors in its definitive proxy statement filed with the SEC on April 6, 2017.  You can find information about ONEOK Partners' executive officers and directors in its annual report on Form 10-K filed with the SEC on February 28, 2017. Additional information about ONEOK's executive officers and directors and ONEOK Partners' executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 and the other relevant materials to be filed with the SEC when they become available.  You can obtain free copies of these documents from ONEOK and ONEOK Partners using the contact information above.

SOURCE ONEOK Partners, L.P.

TULSA, Okla., April 20, 2017 /PRNewswire/ -- The board of directors of ONEOK, Inc. (NYSE: OKE) today declared a quarterly dividend of 61.5 cents per share, resulting in an annualized dividend of $2.46 per share. The dividend is payable May 15, 2017, to shareholders of record at the close of business May 1, 2017. 

On Feb. 1, 2017, ONEOK and ONEOK Partners (NYSE: OKS) announced an agreement under which ONEOK will acquire all of the outstanding common units of ONEOK Partners it does not already own. Completion of the transaction is expected to occur in the second quarter of 2017.

ONEOK expects to increase its first quarterly dividend following the close of the transaction to 74.5 cents per share, or $2.98 on an annualized basis, a 21 percent increase compared with the first-quarter 2017 dividend. Following the initial increase, subsequent annual dividend increases of approximately 9 to 11 percent are expected through 2021.           

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of Dec. 31 2016, 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 index.

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

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

This news release contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates," "believes," "expects," "intends," "plans," "projects," "will," "would," "should," "may," and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect ONEOK's and ONEOK Partners' current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving ONEOK and ONEOK Partners, including future financial and operating results, ONEOK's and ONEOK Partners' plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including future results of operations, projected cash flow and liquidity, business strategy, expected synergies or cost savings, and other plans and objectives for future operations.  No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected. 

Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties, many of which are beyond our control, and are not guarantees of future results.  Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.  These risks and uncertainties include, without limitation, the following:

• the ability to obtain the requisite ONEOK stockholder and ONEOK Partners unitholder approvals relating to the proposed transaction;
• the risk that ONEOK or ONEOK Partners may be unable to obtain governmental and regulatory approvals required for the proposed transaction, if any, or required governmental and regulatory approvals, if any, may delay the proposed transaction or result in the imposition of conditions that could cause the parties to abandon the proposed transaction;
• the risk that a condition to closing of the proposed transaction may not be satisfied;
• the timing to consummate the proposed transaction;
• the risk that cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;
• disruption from the transaction may make it more difficult to maintain relationships with customers, employees or suppliers;
• the possible diversion of management time on merger-related issues;
• the impact and outcome of pending and future litigation, including litigation, if any, relating to the proposed transaction;
• the effects of weather and other natural phenomena, including climate change, on OKE's and/or OKS' operations, demand for OKE's and/or OKS' 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 OKE, OKS, ONEOK Partners GP, and related parties of OKE, OKS, and ONEOK Partners GP;
• the impact of unforeseen changes in interest rates, equity markets, inflation rates, economic recession and other external factors over which OKE and OKS have no control, including the effect on pension and postretirement expense and funding resulting from changes in equity 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 Federal Energy Regulatory Commission (FERC), the National Transportation Safety Board, the Pipeline and Hazardous Materials Safety Administration (PHMSA), the U.S. Environmental Protection Agency (EPA) and the U.S. Commodity Futures Trading Commission (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 supplied to OKS's gathering system, processed in OKS's plants and transported on OKS's 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 OKE and OKS have filed and may file with the SEC, which are incorporated by reference.

These reports are also available from the sources described above.  Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither ONEOK nor ONEOK Partners undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in the most recent reports on Form 10-K and Form 10-Q and other documents of ONEOK and ONEOK Partners on file with the SEC. ONEOK's and ONEOK Partners' SEC filings are available publicly on the SEC's website at www.sec.gov.

Additional Information And Where To Find It

This communication is not a solicitation of any vote, approval, or proxy from any ONEOK stockholder or ONEOK Partners unitholder.  In connection with the proposed transaction, ONEOK filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4, which includes a preliminary prospectus of ONEOK and a joint proxy statement of ONEOK and ONEOK Partners.  These materials are not yet final and will be amended. Each of ONEOK and ONEOK Partners may also file other documents with the SEC regarding the proposed transaction. ONEOK and OKS will each mail the joint proxy statement/prospectus to their respective stockholders and unitholders.  This document is not a substitute for any prospectus, proxy statement or any other document which ONEOK or ONEOK Partners may file with the SEC in connection with the proposed transaction.  ONEOK and ONEOK Partners urge investors and their respective stockholders and unitholders to read the registration statement, including the preliminary joint proxy statement/prospectus that is a part of the registration statement, and the definitive joint proxy statement/prospectus, and other relevant materials filed and to be filed with the SEC regarding the proposed transaction when they become available, as well as other documents filed with the SEC, because they contain or will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction (when they become available), free of charge, at the SEC's website (www.sec.gov).  You may also obtain these documents, free of charge, from ONEOK's website (www.oneok.com) under the tab "Investors" and then under the heading "SEC Filings."  You may also obtain these documents, free of charge, from ONEOK Partners' website (www.oneokpartners.com) under the tab "Investors" and then under the heading "SEC Filings."

Participants In The Solicitation

ONEOK, ONEOK Partners and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from ONEOK stockholders and ONEOK Partners unitholders in favor of the proposed transaction and related matters.  Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of ONEOK stockholders and ONEOK Partners unitholders in connection with the proposed transaction are set forth in the preliminary joint proxy statement/prospectus filed with the SEC on March 7, 2017 and will be set forth in the definitive joint proxy statement/prospectus when it becomes available.  You can find information about ONEOK's executive officers and directors in its definitive proxy statement filed with the SEC on April 6, 2017.  You can find information about ONEOK Partners' executive officers and directors in its annual report on Form 10-K filed with the SEC on February 28, 2017. Additional information about ONEOK's executive officers and directors and ONEOK Partners' executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 and the other relevant materials to be filed with the SEC when they become available.  You can obtain free copies of these documents from ONEOK and ONEOK Partners using the contact information below. 

SOURCE ONEOK, Inc.

TULSA, Okla., April 20, 2017 /PRNewswire/ -- The board of directors of the general partner of ONEOK Partners, L.P. (NYSE: OKS) today declared a quarterly cash distribution of 79 cents per unit, effective for the first quarter 2017, payable May 15, 2017, to unitholders of record at the close of business May 1, 2017.

On Feb. 1, 2017, ONEOK, Inc. (NYSE: OKE) and ONEOK Partners announced an agreement under which ONEOK will acquire all of the outstanding common units of ONEOK Partners it does not already own. Under the agreement, each outstanding common unit of ONEOK Partners will be converted into .985 of a share of ONEOK common stock. Completion of the transaction is expected to occur in the second quarter of 2017.

ONEOK expects to increase its first quarterly dividend following the close of the transaction to 74.5 cents per share, or $2.98 on an annualized basis, a 21 percent increase compared with its first-quarter 2017 dividend. Following the initial increase, subsequent annual dividend increases of approximately 9 to 11 percent are expected through 2021.  

ONEOK Partners, L.P. (pronounced ONE-OAK) (NYSE: OKS) is one of the largest publicly traded master limited partnerships in the United States and 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. Its general partner is a wholly owned subsidiary of ONEOK, Inc. (NYSE: OKE), a pure-play publicly traded general partner, which owns 41.2 percent of the overall partnership interest, as of Dec. 31, 2016. 

For more information, visit the website at www.oneokpartners.com.

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

This news release contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates," "believes," "expects," "intends," "plans," "projects," "will," "would," "should," "may," and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect ONEOK's and ONEOK Partners' current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving ONEOK and ONEOK Partners, including future financial and operating results, ONEOK's and ONEOK Partners' plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including future results of operations, projected cash flow and liquidity, business strategy, expected synergies or cost savings, and other plans and objectives for future operations.  No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected. 

Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties, many of which are beyond our control, and are not guarantees of future results.  Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.  These risks and uncertainties include, without limitation, the following:

• the ability to obtain the requisite ONEOK stockholder and ONEOK Partners unitholder approvals relating to the proposed transaction;
• the risk that ONEOK or ONEOK Partners may be unable to obtain governmental and regulatory approvals required for the proposed transaction, if any, or required governmental and regulatory approvals, if any, may delay the proposed transaction or result in the imposition of conditions that could cause the parties to abandon the proposed transaction;
• the risk that a condition to closing of the proposed transaction may not be satisfied;
• the timing to consummate the proposed transaction;
• the risk that cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;
• disruption from the transaction may make it more difficult to maintain relationships with customers, employees or suppliers;
• the possible diversion of management time on merger-related issues;
• the impact and outcome of pending and future litigation, including litigation, if any, relating to the proposed transaction;
• the effects of weather and other natural phenomena, including climate change, on OKE's and/or OKS' operations, demand for OKE's and/or OKS' 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 OKE, OKS, ONEOK Partners GP, and related parties of OKE, OKS, and ONEOK Partners GP;
• the impact of unforeseen changes in interest rates, equity markets, inflation rates, economic recession and other external factors over which OKE and OKS have no control, including the effect on pension and postretirement expense and funding resulting from changes in equity 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 Federal Energy Regulatory Commission (FERC), the National Transportation Safety Board, the Pipeline and Hazardous Materials Safety Administration (PHMSA), the U.S. Environmental Protection Agency (EPA) and the U.S. Commodity Futures Trading Commission (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 supplied to OKS's gathering system, processed in OKS's plants and transported on OKS's 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 OKE and OKS have filed and may file with the SEC, which are incorporated by reference.

These reports are also available from the sources described above.  Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither ONEOK nor ONEOK Partners undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in the most recent reports on Form 10-K and Form 10-Q and other documents of ONEOK and ONEOK Partners on file with the SEC. ONEOK's and ONEOK Partners' SEC filings are available publicly on the SEC's website at www.sec.gov.

Additional Information And Where To Find It

This communication is not a solicitation of any vote, approval, or proxy from any ONEOK stockholder or ONEOK Partners unitholder.  In connection with the proposed transaction, ONEOK filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4, which includes a preliminary prospectus of ONEOK and a joint proxy statement of ONEOK and ONEOK Partners.  These materials are not yet final and will be amended. Each of ONEOK and ONEOK Partners may also file other documents with the SEC regarding the proposed transaction. ONEOK and OKS will each mail the joint proxy statement/prospectus to their respective stockholders and unitholders.  This document is not a substitute for any prospectus, proxy statement or any other document which ONEOK or ONEOK Partners may file with the SEC in connection with the proposed transaction.  ONEOK and ONEOK Partners urge investors and their respective stockholders and unitholders to read the registration statement, including the preliminary joint proxy statement/prospectus that is a part of the registration statement, and the definitive joint proxy statement/prospectus, and other relevant materials filed and to be filed with the SEC regarding the proposed transaction when they become available, as well as other documents filed with the SEC, because they contain or will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction (when they become available), free of charge, at the SEC's website (www.sec.gov).  You may also obtain these documents, free of charge, from ONEOK's website (www.oneok.com) under the tab "Investors" and then under the heading "SEC Filings."  You may also obtain these documents, free of charge, from ONEOK Partners' website (www.oneokpartners.com) under the tab "Investors" and then under the heading "SEC Filings."

Participants In The Solicitation

ONEOK, ONEOK Partners and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from ONEOK stockholders and ONEOK Partners unitholders in favor of the proposed transaction and related matters.  Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of ONEOK stockholders and ONEOK Partners unitholders in connection with the proposed transaction are set forth in the preliminary joint proxy statement/prospectus filed with the SEC on March 7, 2017 and will be set forth in the definitive joint proxy statement/prospectus when it becomes available.  You can find information about ONEOK's executive officers and directors in its definitive proxy statement filed with the SEC on April 6, 2017.  You can find information about ONEOK Partners' executive officers and directors in its annual report on Form 10-K filed with the SEC on February 28, 2017. Additional information about ONEOK's executive officers and directors and ONEOK Partners' executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 and the other relevant materials to be filed with the SEC when they become available.  You can obtain free copies of these documents from ONEOK and ONEOK Partners using the contact information below.

SOURCE ONEOK Partners, L.P.

TULSA, Okla., April 17, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) and ONEOK Partners, L.P. (NYSE: OKS) will release their first-quarter 2017 earnings after the market closes on May 2, 2017.

ONEOK's and ONEOK Partners' executive management will participate in a joint conference call the following day at 11 a.m. Eastern Daylight Time (10 a.m. Central Daylight Time) on May 3, 2017. The call also will be carried live on ONEOK's and ONEOK Partners' websites.

To participate in the telephone conference call, dial 800-210-9006, pass code 6861498, 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 6861498.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of Dec. 31, 2016, 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 index.

For more information, visit the websites at www.oneok.com or www.oneokpartners.com.

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

SOURCE ONEOK, Inc.

TULSA, Okla., March 7, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) and ONEOK Partners, L.P. (NYSE: OKS) has announced organizational changes.

Kevin L. Burdick, 52, currently senior vice president, natural gas gathering and processing, has been promoted to executive vice president and chief commercial officer, a new role, with responsibility for all of ONEOK's business segment commercial activities. He will continue to report to Terry K. Spencer, ONEOK and ONEOK Partners president and chief executive officer.

"Kevin has served in a number of key leadership roles and performed at a high level," said Spencer. "I have no doubt that his exceptional leadership skills and experience will continue to serve the company well in his new role."

Michael A. Fitzgibbons, 58, currently vice president, commercial, natural gas gathering and processing, has been promoted to senior vice president, natural gas gathering and processing, responsible for commercial activities in the natural gas gathering and processing segment. He will report to Burdick.

"Mike also brings strong leadership and knowledge to his new role," Spencer said. "His valued contributions to our company and the natural gas gathering and processing business are many, and we are confident he will continue to be an outstanding leader for his business unit."

Burdick joined ONEOK in 2007 as manager of information technology design integration and has since served in roles of increasing responsibility.  He began his career at CITGO Petroleum in the information technology field.

Burdick earned a Bachelor of Science in mathematics from the University of Oklahoma and a Master of Business Administration from Oklahoma State University.

Fitzgibbons joined ONEOK Partners in 2007 as director, natural gas supply acquisition, Rocky Mountain region, natural gas gathering and processing.

Fitzgibbons began his career with Phillips Petroleum Company and held various positions of increasing responsibility in natural gas gathering and processing.  In 2000, he became managing director of the New Mexico region of Duke Energy Field Services, which later became DCP Midstream.

Fitzgibbons earned a Bachelor of Science in chemical engineering from Northwestern University in Evanston, Illinois.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of Dec. 31, 2016, 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 more information, visit the websites at www.oneok.com or www.oneokpartners.com.

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

SOURCE ONEOK, Inc.; ONEOK Partners, L.P.

TULSA, Okla., Feb. 27, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) today announced fourth-quarter and full-year 2016 financial results.

SUMMARY

• Full-year 2016 net income attributable to ONEOK and adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) increased 44 and 17 percent, respectively, compared with 2015;
• Full-year 2016 dividend coverage ratio was 1.31;
• The natural gas gathering and processing segment's average fee rate increased to 76 cents in 2016, compared with 44 cents in 2015; and
• Full-year 2016 natural gas volumes processed increased 12 percent and natural gas liquids (NGL) volumes fractionated increased 6 percent, compared with 2015.

FOURTH-QUARTER AND FULL-YEAR 2016 FINANCIAL HIGHLIGHTS

"ONEOK reported strong 2016 financial performance as a result of ONEOK Partners' adjusted EBITDA increasing nearly 18 percent compared with 2015, driven by higher fee-based earnings in all three business segments," said Terry K. Spencer, president and chief executive officer of ONEOK and ONEOK Partners. "ONEOK maintained its healthy dividend coverage throughout 2016, ending with full-year coverage of 1.31 times and approximately $250 million in cash.

"The natural gas gathering and processing segment's 2016 adjusted EBITDA increased 40 percent compared with 2015, driven by higher average fee rates from contract restructuring efforts primarily completed in 2015 and benefiting 2016 earnings," continued Spencer. "The natural gas liquids and natural gas pipelines segments also reported higher full-year 2016 results, largely from increased fee-based exchange and transportation services, respectively. Higher natural gas volumes processed and higher natural gas liquids (NGL) volumes fractioned also helped increase full-year 2016 earnings.

"We experienced lower than expected natural gas and NGL volumes in the fourth quarter primarily due to increased ethane rejection and severe winter weather in the Williston Basin and Mid-Continent in December, impacting 2016 results by an estimated $15 million," he continued. "However, despite weather impacts, natural gas volumes processed continued to increase in the fourth quarter, compared with the third quarter 2016. While heavy snowfall and severe weather in the Williston Basin impacted our operations early in the first quarter of 2017, February volumes have rebounded significantly.

"Looking ahead to the remainder of 2017, we are well-positioned to capture future increases in NGL transportation and fractionation volumes due to increased demand from the petrochemical industry and NGL export activity without significant capital spending," said Spencer. "ONEOK's 2017 guidance expectations already take into account the weather impacts experienced in late 2016 and in early 2017.

"Increased producer activity across our operating footprint is expected to benefit all three business segments in 2017," Spencer continued. "Our natural gas gathering and processing and natural gas liquids segments are well-positioned to capture anticipated increases in volumes from the highly productive STACK and SCOOP areas in Oklahoma, and the Permian Basin in West Texas.

"The recently announced transaction with ONEOK Partners, which we expect to close in the second quarter of 2017, positions our businesses for continued growth," Spencer concluded. "As a company with access to a more liquid equity market, ONEOK will be better able to fund its future capital needs over the long-term as we continue expanding our footprint in the active basins we serve and continue growing as one of North America's largest midstream service providers."

FOURTH-QUARTER AND FULL-YEAR 2016 FINANCIAL PERFORMANCE

ONEOK Partners' (NYSE: OKS) integrated asset footprint across multiple NGL-rich shale plays continues to drive growth across all three business segments. Producer activity continued to increase during the fourth quarter 2016, specifically in the STACK and SCOOP plays in Oklahoma and in the Williston and Permian basins, where ONEOK Partners has a strong natural gas and NGL asset position.

ONEOK's fourth-quarter and full-year 2016 operating income increased 36 and 29 percent, respectively, compared with the same periods in 2015, benefiting from higher NGL and natural gas volumes from completed capital-growth projects, new natural gas processing plant connections to the partnership's natural gas liquids system and higher average fee rates in the natural gas gathering and processing segment.

All three business segments reported higher full-year 2016 adjusted EBITDA, compared with 2015, primarily from increased fee-based services across the partnership's footprint.

Higher fourth-quarter and full-year 2016 results primarily benefited from:

• Higher average fee rates resulting from contract restructuring in the natural gas gathering and processing segment;
• Higher NGL fee-based exchange-services revenues, primarily from recently connected natural gas processing plants in the Williston Basin and increased Mid-Continent volumes gathered in the STACK and SCOOP plays, offset partially by lower volumes due to the impact of severe weather and increased ethane rejection in December 2016, and lower rates on the West Texas LPG system;
• Natural gas volume growth in the Williston Basin; and
• Higher firm demand charge transportation revenues in the natural gas pipelines segment.

Operating costs increased in the three-month and full-year 2016 periods, compared with the same periods in 2015, due primarily to higher labor costs associated with the growth of ONEOK Partners' operations, higher employee-related costs associated with incentive and medical benefit plans and higher costs associated with noncash mark-to-market of a share-based deferred compensation plan due to the increase in ONEOK's share price.

Capital expenditures decreased in the three-month and full-year 2016 periods, compared with the same periods in 2015, due to projects placed in service and proactive spending reductions to align with customer needs.

EARNINGS PRESENTATION AND KEY STATISTICS:

Additional financial and operating information that will be discussed on the fourth-quarter and year-end 2016 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:

• Announcing on Feb. 1, 2017, an agreement to acquire the outstanding common units of ONEOK Partners it does not already own for $9.3 billion in ONEOK common stock and announcing an expected dividend increase to 74.5 cents per share for the first quarterly dividend following the close of the acquisition;
• Reporting full-year 2016 net income attributable to ONEOK that increased 44 percent compared with 2015;
• Receiving $428.8 million in distributions from the company's general partner interest and $361.2 million in distributions from the company's limited partner interests in ONEOK Partners in 2016;
• Having $248.5 million of cash and cash equivalents and $298.9 million of capacity available under its $300 million credit agreement, on a stand-alone basis, as of Dec. 31, 2016; and
• Declaring in January 2017 a fourth-quarter 2016 dividend of 61.5 cents per share, or $2.46 per share on an annualized basis.

ONEOK Partners:

• Reporting full-year 2016 net income attributable to ONEOK Partners and adjusted EBITDA increases of 81 and 18 percent, respectively, compared with 2015;
• Reporting fourth-quarter and year-end 2016 distribution coverage ratios of 1.03 times and 1.09 times, respectively; 
• Announcing an expansion project on the ONEOK Gas Transmission Pipeline in Oklahoma's STACK play with a firm commitment secured for 100 million cubic feet per day (MMcf/d) of additional capacity; 
• Continuing to reduce leverage and achieving a GAAP debt-to EBITDA ratio of 4.2 times as of Dec. 31, 2016; and
• Declaring in January 2017 a fourth-quarter 2016 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's full-year 2016 adjusted EBITDA increased 11 percent compared with 2015, benefiting from new natural gas processing plant connections and increased ethane recovery. The segment connected six new natural gas processing plants to its system during the year, including the partnership's Bear Creek plant in the Williston Basin and five third-party connections - two each in the Williston Basin and Mid-Continent and one in the Permian Basin. Growing producer activity in these basins continues to increase the need for NGL takeaway options, particularly in the Permian Basin and in the STACK play in Oklahoma where the partnership is well-positioned as the primary NGL transportation provider.

Full-year 2016 NGLs fractionated increased 6 percent, compared with 2015 due to increased volumes from new plant connections, increased ethane recovery and increased Mid-Continent volumes gathered in the STACK and SCOOP areas. Fourth-quarter 2016 NGLs fractionated remained relatively unchanged compared with the fourth quarter 2015. NGLs transported on gathering lines decreased 7 percent in the fourth quarter 2016 compared with the fourth quarter 2015 and full-year 2016 volumes gathered remained essentially unchanged compared with 2015 due to decreased volumes on the West Texas LPG pipeline system and decreased Mid-Continent volumes gathered from the Barnett Shale due to lower short-term contracted volumes and the impact of severe weather on gathered volumes.

The decrease in fourth-quarter 2016 adjusted EBITDA, compared with the fourth quarter 2015, primarily reflects:

• A $13.2 million decrease in exchange services due to lower short-term contracted volumes in the Mid-Continent, lower volumes and rates on the West Texas LPG pipeline system, lower volumes in the Barnett Shale and Granite Wash regions, lower revenues from minimum volume obligations, and the impact of severe weather and increased ethane rejection in December 2016; offset partially by higher Williston Basin volumes from recently connected natural gas processing plants;
• A $13.2 million decrease in optimization and marketing activities due primarily to narrower marketing product price differentials in 2016; and
• A $10.5 million increase in operating costs due primarily to higher employee-related costs associated with incentive and medical benefit plans, and higher materials and outside services expenses; offset partially by
• A $4.4 million increase from higher isomerization volumes; and
• A $2.7 million increase due to the impact of operational measurement gains in 2016 and operational measurement losses in 2015.

The increase in adjusted EBITDA for the full-year 2016, compared with 2015, primarily reflects:

• A $90.0 million increase in exchange services due to increased exchange service volumes from recently connected natural gas processing plants primarily in the Williston Basin, increased Mid-Continent volumes gathered in the STACK and SCOOP areas and increased ethane recovery primarily in the Williston Basin to maintain downstream NGL product specifications; offset partially by lower volumes and rates on the West Texas LPG pipeline system and the impact of weather across the partnership's system in December 2016;
• A $15.8 million increase in equity in net earnings from investments due primarily to higher volumes delivered to the Overland Pass Pipeline from the Bakken NGL Pipeline;
• A $13.8 million increase in transportation and storage services due to higher storage and terminaling revenue in the Gulf Coast and revenues from minimum volume obligations on the North System Pipeline;
• An $8.4 million increase from higher isomerization volumes; and
• A $4.3 million increase due to the impact of operational measurement gains in 2016 and operational measurement losses in 2015; offset partially by
• A $13.8 million decrease from decreased marketing activities due primarily to narrower product price differentials, offset partially by higher optimization volumes; and
• A $13.1 million increase in operating costs due primarily to higher employee-related costs associated with incentive and medical benefit plans.

Capital expenditures decreased for the three-month and full-year 2016 periods, compared with the same periods in 2015, due primarily to projects placed in service and proactive spending reductions to align with customer needs.

Natural Gas Gathering and Processing Segment

The natural gas gathering and processing segment's fourth-quarter and full-year 2016 adjusted EBITDA increased 30 and 40 percent, respectively, compared with the same periods in 2015. The segment's strong financial results were driven by higher average fee rates from contract restructuring efforts and continued volume growth in the Rocky Mountain region from recently completed capital-growth projects.

The segment's average fee rate for the fourth quarter 2016 was 84 cents, compared with 55 cents in the fourth quarter 2015. The full-year 2016 fee rate averaged 76 cents, compared with 44 cents in 2015.

Fourth-quarter and full-year 2016 natural gas volumes processed increased 2 and 12 percent, respectively, compared with the same periods in 2015, primarily due to recently completed capital-growth projects in the Rocky Mountain region. Volume growth was offset partially by natural production declines in the Mid-Continent and the impact of weather in the Williston Basin in December 2016.

Fourth-quarter 2016 adjusted EBITDA increased, compared with the fourth quarter 2015, which primarily reflects:

• A $37.8 million increase due primarily to restructured contracts resulting in higher average fee rates, offset partially by a lower percentage of proceeds (POP) retained from the sale of commodities under POP with fee contracts; and
• An $8.0 million increase due to contract settlements; offset partially by
• An $11.7 million decrease due to lower net realized NGL and natural gas prices.

The increase in adjusted EBITDA for the full-year 2016, compared with 2015, primarily reflects:

• A $144.3 million increase due primarily to restructured contracts resulting in higher average fee rates, offset partially by a lower percentage of proceeds retained from the sale of commodities under POP with fee contracts;
• A $92.2 million increase due primarily to natural gas volume growth in the Rocky Mountain region, offset partially by volume declines in the Mid-Continent and the impact of weather in the Williston Basin in December 2016; and
• An $8.0 million increase due to contract settlements; offset partially by
• A $91.9 million decrease due primarily to lower net realized NGL and natural gas prices;
• A $13.2 million increase in operating costs due primarily to the growth of the partnership's operations resulting from completed capital-growth projects and higher employee-related costs associated with incentive and medical benefit plans;
• A $7.2 million decrease in equity in net earnings from investments primarily in the coal-bed methane area of the Powder River Basin; and
• A $4.0 million decrease due primarily to increased ethane recovery to maintain downstream NGL product specifications.

Capital expenditures decreased for the three-month and full-year 2016 periods, compared with the same periods in 2015, due to projects placed in service and proactive spending reductions to align with customer needs in 2016.

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

The natural gas gathering and processing segment has restructured a portion of its percent-of-proceeds with fee contracts to include significantly higher fees, which reduced its 2016 equity volumes and the related commodity price exposure compared with 2015.

Natural Gas Pipelines Segment

The natural gas pipelines segment's fourth-quarter and full-year 2016 adjusted EBITDA increased 22 and 14 percent, respectively, compared with the same periods in 2015. The segment continues to benefit from higher fee-based earnings driven by increased firm demand charge contracted capacity and capital-growth projects placed in service.

The segment recently announced an expansion of the ONEOK Gas Transmission Pipeline which consists of adding compressor facilities to allow for additional takeaway out of the STACK play in Oklahoma. The partnership has secured a firm commitment for 100 MMcf/d of capacity on the pipeline with the potential for additional producer commitments. The expansion is expected to be complete in the second quarter 2018.

Fourth-quarter 2016 adjusted EBITDA increased, compared with the fourth quarter 2015, which primarily reflects:

• An $11.4 million increase from higher transportation services due primarily to increased firm demand charge capacity contracted;
• A $7.0 million increase from higher net retained fuel due primarily to higher throughput and the associated natural gas volumes retained and higher equity natural gas sales; and
• A $6.6 million increase in equity in net earnings from investments due primarily to higher firm transportation on the Northern Border and Roadrunner Gas Transmission pipelines; offset partially by
• A $4.0 million increase in operating costs due primarily to higher employee related costs associated with incentive and medical benefit plans.

The increase in adjusted EBITDA for the full-year 2016, compared with 2015, primarily reflects:

• A $28.5 million increase from higher transportation services due primarily to increased firm demand charge capacity contracted;
• A $9.3 million increase from higher net retained fuel due to higher throughput and higher equity natural gas sales related to transportation and storage services;
• A $6.6 million increase due to higher natural gas storage services as a result of increased storage rates and the increased sales of excess natural gas in storage; and
• A $5.7 million increase in equity in net earnings from investments due primarily to higher firm transportation revenues on the Northern Border and Roadrunner Gas Transmission pipelines; offset partially by
• A $9.9 million increase in operating costs due primarily to increased employee-related costs associated with incentive and medical benefit plans and higher property taxes.

Capital expenditures increased in the three-month and full-year 2016 periods, compared with the same periods in 2015, due primarily to pipeline expansion projects.

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 Feb. 28, 2017. The call also will be carried live on ONEOK's and ONEOK Partners' websites.

To participate in the telephone conference call, dial 888-297-0339, pass code 8270677, 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 8270677.

LINKS TO EARNINGS TABLES AND PRESENTATION:

Tables:
http://ir.oneok.com/~/media/Files/O/OneOK-IR/financial-reports/2016/q4-2016-earnings-press-release.pdf

Presentation:
http://ir.oneok.com/~/media/Files/O/OneOK-IR/events-presentation/q4-2016-earnings-presentation.pdf

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

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

• Adjusted EBITDA is defined as net income adjusted for interest expense, net of capitalized interest, depreciation and amortization, impairment charges, income taxes and allowance for equity funds used during construction and certain other noncash items;
• Cash flow available for dividends is defined as cash distributions declared from ONEOK's ownership in ONEOK Partners adjusted for ONEOK's standalone interest expense, corporate expenses, excluding certain noncash items, payments related to released contracts from ONEOK's former energy services business, capital expenditures and equity compensation reimbursed by ONEOK Partners;
• Free cash flow is defined as cash flow available for dividends, computed as described above, less ONEOK's dividends declared;
• Dividend coverage ratio is defined as cash flow available for dividends divided by the dividends declared for the period;
• Distributable cash flow is defined as ONEOK Partners adjusted EBITDA, computed as described above, less interest expense, maintenance capital expenditures and equity earnings from investments, excluding noncash impairment charges, adjusted for cash distributions received and certain other items; and
• Cash distribution coverage ratio is defined as ONEOK Partners distributable cash flow to limited partners per limited partner unit divided by the distribution declared per limited partner unit 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.  Adjusted EBITDA, ONEOK cash flow available for dividends, free cash flow and dividend coverage ratio, and ONEOK Partners distributable cash flow and distribution 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.  Reconciliations of adjusted EBITDA, cash flow available for dividends and free cash flow to net income, and ONEOK Partners adjusted EBITDA, distributable cash flow and cash distribution coverage ratio to ONEOK Partners net income, are included in the tables.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of Dec. 31, 2016, 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.

This news release contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates", "believes," "expects", "intends", "plans", "projects", "will", "would", "should", "may", and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect ONEOK's and ONEOK Partners' current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving ONEOK and ONEOK Partners, including future financial and operating results, ONEOK's and ONEOK Partners' plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including future results of operations, projected cash flow and liquidity, business strategy, expected synergies or cost savings, and other plans and objectives for future operations.  No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected.  Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties, many of which are beyond our control, and are not guarantees of future results.  Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.  These risks and uncertainties include, without limitation, the following:

• the ability to obtain the requisite ONEOK stockholder and ONEOK Partners unitholder approvals relating to the proposed transaction;
• the risk that ONEOK or ONEOK Partners may be unable to obtain governmental and regulatory approvals required for the proposed transaction, if any, or required governmental and regulatory approvals, if any, may delay the proposed transaction or result in the imposition of conditions that could cause the parties to abandon the proposed transaction;
• the risk that a condition to closing of the proposed transaction may not be satisfied;
• the timing to consummate the proposed transaction;
• the risk that cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;
• disruption from the transaction may make it more difficult to maintain relationships with customers, employees or suppliers;
• the possible diversion of management time on merger-related issues;
• the impact and outcome of pending and future litigation, including litigation, if any, relating to the proposed transaction;
• 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 ONEOK and 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 Federal Energy Regulatory Commission (FERC), the National Transportation Safety Board, the Pipeline and Hazardous Materials Safety Administration (PHMSA), the U.S. Environmental Protection Agency (EPA) and the U.S. Commodity Futures Trading Commission (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 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 ability of management to execute its plans to meet its goals and other risks inherent in our businesses that are discussed in ONEOK's and ONEOK Partners' most recent annual reports on Form 10-K, respectively, and in other ONEOK and ONEOK Partners reports on file with the Securities and Exchange Commission (the "SEC").

These reports are also available from the sources described above.  Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither ONEOK nor ONEOK Partners undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in the most recent reports on Form 10-K and Form 10-Q and other documents of ONEOK and ONEOK Partners on file with the SEC. ONEOK's and ONEOK Partners' SEC filings are available publicly on the SEC's website at www.sec.gov.

Additional Information And Where To Find It

This communication is not a solicitation of any vote, approval, or proxy from any ONEOK stockholder or ONEOK Partners unitholder.  In connection with the proposed transaction, ONEOK will file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4, which will include a prospectus of ONEOK and a joint proxy statement of ONEOK and ONEOK Partners.  Each of ONEOK and ONEOK Partners may also file other documents with the SEC regarding the proposed transaction. ONEOK and OKS will each mail the joint proxy statement/prospectus to their respective stockholders and unitholders.  This document is not a substitute for any prospectus, proxy statement or any other document which ONEOK or ONEOK Partners may file with the SEC in connection with the proposed transaction.  ONEOK and ONEOK Partners urge investors and their respective stockholders and unitholders to read the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available, as well as other documents filed with the SEC, because they will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction (when they become available), free of charge, at the SEC's website (www.sec.gov).  You may also obtain these documents, free of charge, from ONEOK's website (www.oneok.com) under the tab "Investors" and then under the heading "SEC Filings."  You may also obtain these documents, free of charge, from ONEOK Partners' website (www.oneokpartners.com) under the tab "Investors" and then under the heading "SEC Filings."

Participants In The Solicitation

ONEOK, ONEOK Partners and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from ONEOK stockholders and ONEOK Partners unitholders in favor of the proposed transaction and related matters.  Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of ONEOK stockholders and ONEOK Partners unitholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC.  You can find information about ONEOK's executive officers and directors in its definitive proxy statement filed with the SEC on April 5, 2016.  You can find information about ONEOK Partners' executive officers and directors in its annual report on Form 10-K filed with the SEC on February 23, 2016. Additional information about ONEOK's executive officers and directors and ONEOK Partners' executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 and other relevant materials to be filed with the SEC when they become available.  You can obtain free copies of these documents from ONEOK and ONEOK Partners using the contact information above.

SOURCE ONEOK, Inc.

TULSA, Okla., Feb. 27, 2017 /PRNewswire/ -- ONEOK Partners, L.P. (NYSE: OKS) today announced fourth-quarter and full-year 2016 financial results.

SUMMARY

• Full-year 2016 net income attributable to ONEOK Partners and adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) increased 81 and 18 percent, respectively, compared with 2015;
• Full-year 2016 distribution coverage ratio was 1.09;
• The natural gas gathering and processing segment's average fee rate increased to 76 cents in 2016, compared with 44 cents in 2015; and
• Full-year 2016 natural gas volumes processed increased 12 percent and natural gas liquids (NGL) volumes fractionated increased 6 percent, compared with 2015.

FOURTH-QUARTER AND FULL-YEAR 2016 FINANCIAL HIGHLIGHTS

"ONEOK Partners reported strong 2016 financial performance as adjusted EBITDA increased nearly 18 percent compared with 2015, driven by higher fee-based earnings in all three business segments," said Terry K. Spencer, president and chief executive officer of ONEOK and ONEOK Partners. "The partnership's full-year distribution coverage of 1.09 times improved substantially compared with 2015.

"The natural gas gathering and processing segment's 2016 adjusted EBITDA increased 40 percent compared with 2015, driven by higher average fee rates from contract restructuring efforts primarily completed in 2015 and benefiting 2016 earnings," Spencer continued. "The natural gas liquids and natural gas pipelines segments also reported higher full-year 2016 results, largely from increased fee-based exchange and transportation services, respectively. Higher natural gas volumes processed and higher natural gas liquids (NGL) volumes fractioned also helped increase full-year 2016 earnings.

"We experienced lower than expected natural gas and NGL volumes in the fourth quarter, due primarily to increased ethane rejection and severe winter weather in the Williston Basin and Mid-Continent in December, impacting 2016 results by an estimated $15 million," he continued. "However, despite weather impacts, natural gas volumes processed continued to increase in the fourth quarter, compared with the third quarter 2016. While heavy snowfall and severe weather in the Williston Basin impacted our operations early in the first quarter of 2017, February volumes have rebounded significantly.

"The recently announced transaction with ONEOK, which we expect to close in the second quarter of 2017, positions our businesses for continued growth," Spencer added. "As a company with access to a more liquid equity market, ONEOK will be better able to fund its future capital needs over the long term as we continue expanding our footprint in the active basins we serve and continue growing as one of North America's largest midstream service providers."

FOURTH-QUARTER AND FULL-YEAR 2016 FINANCIAL PERFORMANCE

ONEOK Partners' integrated asset footprint across multiple NGL-rich shale plays continues to drive growth across all three business segments. Producer activity continued to increase during the fourth quarter 2016, specifically in the STACK and SCOOP plays in Oklahoma and in the Williston and Permian basins, where ONEOK Partners has a strong natural gas and NGL asset position.

Fourth-quarter and full-year 2016 operating income increased 39 and 32 percent, respectively, compared with the same periods in 2015, benefiting from higher NGL and natural gas volumes from completed capital-growth projects, new natural gas processing plant connections to the partnership's natural gas liquids system and higher average fee rates in the natural gas gathering and processing segment.

All three business segments reported higher full-year 2016 adjusted EBITDA, compared with 2015, primarily from increased fee-based services across the partnership's footprint.

Higher fourth-quarter and full-year 2016 results primarily benefited from:

• Higher average fee rates resulting from contract restructuring in the natural gas gathering and processing segment;
• Higher NGL fee-based exchange-services revenues, primarily from recently connected natural gas processing plants in the Williston Basin and increased Mid-Continent volumes gathered in the STACK and SCOOP plays, offset partially by lower volumes due to the impact of severe weather and increased ethane rejection in December 2016, and lower rates on the West Texas LPG system;
• Natural gas volume growth in the Williston Basin; and
• Higher firm demand charge transportation revenues in the natural gas pipelines segment.

Operating costs increased in the three-month and full-year 2016 periods, compared with the same periods in 2015, due primarily to higher labor costs associated with the growth of the partnership's operations and higher employee-related costs associated with incentive and medical benefit plans.

Capital expenditures decreased in the three-month and full-year 2016 periods, compared with the same periods in 2015, due to projects placed in service and proactive spending reductions to align with customer needs.

EARNINGS PRESENTATION AND KEY STATISTICS:

Additional financial and operating information that will be discussed on the fourth-quarter and full-year 2016 conference call is accessible on ONEOK Partners' website, www.oneokpartners.com, or by selecting the links below.

> View earnings presentation

> View earnings tables

ONEOK PARTNERS HIGHLIGHTS:

• Announcing on Feb. 1, 2017, an agreement under which ONEOK will acquire the outstanding common units of ONEOK Partners it does not already own for $9.3 billion in ONEOK common stock, representing a 22.4 percent premium to the ONEOK Partners closing price on Jan. 27, 2017;
• Reporting full-year 2016 net income attributable to ONEOK Partners and adjusted EBITDA increases of 81 and 18 percent, respectively, compared with 2015;
• Reporting fourth-quarter and year-end 2016 distribution coverage ratios of 1.03 times and 1.09 times, respectively; 
• Announcing an expansion project on the ONEOK Gas Transmission Pipeline in Oklahoma's STACK play with a firm commitment secured for 100 million cubic feet per day (MMcf/d) of additional capacity; 
• Continuing to reduce leverage and achieving a GAAP debt-to EBITDA ratio of 4.2 times as of Dec. 31, 2016; and
• Declaring in January 2017 a fourth-quarter 2016 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's full-year 2016 adjusted EBITDA increased 11 percent compared with 2015, benefiting from new natural gas processing plant connections and increased ethane recovery. The segment connected six new natural gas processing plants to its system during the year, including the partnership's Bear Creek plant in the Williston Basin and five third-party connections - two each in the Williston Basin and Mid-Continent and one in the Permian Basin. Growing producer activity in these basins continues to increase the need for NGL takeaway options, particularly in the Permian Basin and in the STACK play in Oklahoma where the partnership is well-positioned as the primary NGL transportation provider.

Full-year 2016 NGLs fractionated increased 6 percent, compared with 2015 due to increased volumes from new plant connections, increased ethane recovery and increased Mid-Continent volumes gathered in the STACK and SCOOP areas. Fourth-quarter 2016 NGLs fractionated remained relatively unchanged compared with the fourth quarter 2015. NGLs transported on gathering lines decreased 7 percent in the fourth quarter 2016 compared with the fourth quarter 2015 and full-year 2016 volumes gathered remained essentially unchanged compared with 2015 due to decreased volumes on the West Texas LPG pipeline system and decreased Mid-Continent volumes gathered from the Barnett Shale due to lower short-term contracted volumes and the impact of severe weather on gathered volumes.

The decrease in fourth-quarter 2016 adjusted EBITDA, compared with the fourth quarter 2015, primarily reflects:

• A $13.2 million decrease in exchange services due to lower short-term contracted volumes in the Mid-Continent, lower volumes and rates on the West Texas LPG pipeline system, lower volumes in the Barnett Shale and Granite Wash regions, lower revenues from minimum volume obligations, and the impact of severe weather and increased ethane rejection in December 2016; offset partially by higher Williston Basin volumes from recently connected natural gas processing plants;
• A $13.2 million decrease in optimization and marketing activities due primarily to narrower marketing product price differentials in 2016; and
• A $10.5 million increase in operating costs due primarily to higher employee-related costs associated with incentive and medical benefit plans, and higher materials and outside services expenses; offset partially by
• A $4.4 million increase from higher isomerization volumes; and
• A $2.7 million increase due to the impact of operational measurement gains in 2016 and operational measurement losses in 2015.

The increase in adjusted EBITDA for the full-year 2016, compared with 2015, primarily reflects:

• A $90.0 million increase in exchange services due to increased exchange service volumes from recently connected natural gas processing plants primarily in the Williston Basin, increased Mid-Continent volumes gathered in the STACK and SCOOP areas and increased ethane recovery primarily in the Williston Basin to maintain downstream NGL product specifications; offset partially by lower volumes and rates on the West Texas LPG pipeline system and the impact of weather across the partnership's system in December 2016;
• A $15.8 million increase in equity in net earnings from investments due primarily to higher volumes delivered to the Overland Pass Pipeline from the Bakken NGL Pipeline;
• A $13.8 million increase in transportation and storage services due to higher storage and terminaling revenue in the Gulf Coast and revenues from minimum volume obligations on the North System Pipeline;
• An $8.4 million increase from higher isomerization volumes; and
• A $4.3 million increase due to the impact of operational measurement gains in 2016 and operational measurement losses in 2015; offset partially by
• A $13.8 million decrease from decreased marketing activities due primarily to narrower product price differentials, offset partially by higher optimization volumes; and
• A $13.1 million increase in operating costs due primarily to higher employee-related costs associated with incentive and medical benefit plans.

Capital expenditures decreased for the three-month and full-year 2016 periods, compared with the same periods in 2015, due primarily to projects placed in service and proactive spending reductions to align with customer needs.

Natural Gas Gathering and Processing Segment

The natural gas gathering and processing segment's fourth-quarter and full-year 2016 adjusted EBITDA increased 30 and 40 percent, respectively, compared with the same periods in 2015. The segment's strong financial results were driven by higher average fee rates from contract restructuring efforts and continued volume growth in the Rocky Mountain region from recently completed capital-growth projects.

The segment's average fee rate for the fourth quarter 2016 was 84 cents, compared with 55 cents in the fourth quarter 2015. The full-year 2016 fee rate averaged 76 cents, compared with 44 cents in 2015.

Fourth-quarter and full-year 2016 natural gas volumes processed increased 2 and 12 percent, respectively, compared with the same periods in 2015, primarily due to recently completed capital-growth projects in the Rocky Mountain region. Volume growth was offset partially by natural production declines in the Mid-Continent and the impact of weather in the Williston Basin in December 2016.

Fourth-quarter 2016 adjusted EBITDA increased, compared with the fourth quarter 2015, which primarily reflects:

• A $37.8 million increase due primarily to restructured contracts resulting in higher average fee rates, offset partially by a lower percentage of proceeds (POP) retained from the sale of commodities under POP with fee contracts; and
• An $8.0 million increase due to contract settlements; offset partially by
• An $11.7 million decrease due to lower net realized NGL and natural gas prices.

The increase in adjusted EBITDA for the full-year 2016, compared with 2015, primarily reflects:

• A $144.3 million increase due primarily to restructured contracts resulting in higher average fee rates, offset partially by a lower percentage of proceeds retained from the sale of commodities under POP with fee contracts;
• A $92.2 million increase due primarily to natural gas volume growth in the Rocky Mountain region, offset partially by volume declines in the Mid-Continent and the impact of weather in the Williston Basin in December 2016; and
• An $8.0 million increase due to contract settlements; offset partially by
• A $91.9 million decrease due primarily to lower net realized NGL and natural gas prices;
• A $13.2 million increase in operating costs due primarily to the growth of the partnership's operations resulting from completed capital-growth projects and higher employee-related costs associated with incentive and medical benefit plans;
• A $7.2 million decrease in equity in net earnings from investments primarily in the coal-bed methane area of the Powder River Basin; and
• A $4.0 million decrease due primarily to increased ethane recovery to maintain downstream NGL product specifications.

Capital expenditures decreased for the three-month and full-year 2016 periods, compared with the same periods in 2015, due to projects placed in service and proactive spending reductions to align with customer needs in 2016.

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

The natural gas gathering and processing segment has restructured a portion of its percent-of-proceeds with fee contracts to include significantly higher fees, which reduced its 2016 equity volumes and the related commodity price exposure compared with 2015.

Natural Gas Pipelines Segment

The natural gas pipelines segment's fourth-quarter and full-year 2016 adjusted EBITDA increased 22 and 14 percent, respectively, compared with the same periods in 2015. The segment continues to benefit from higher fee-based earnings driven by increased firm demand charge contracted capacity and capital-growth projects placed in service.

The segment recently announced an expansion of the ONEOK Gas Transmission Pipeline which consists of adding compressor facilities to allow for additional takeaway out of the STACK play in Oklahoma. The partnership has secured a firm commitment for 100 MMcf/d of capacity on the pipeline with the potential for additional producer commitments. The expansion is expected to be complete in the second quarter 2018.

Fourth-quarter 2016 adjusted EBITDA increased, compared with the fourth quarter 2015, which primarily reflects:

• An $11.4 million increase from higher transportation services due primarily to increased firm demand charge capacity contracted;
• A $7.0 million increase from higher net retained fuel due primarily to higher throughput and the associated natural gas volumes retained and higher equity natural gas sales; and
• A $6.6 million increase in equity in net earnings from investments due primarily to higher firm transportation on the Northern Border and Roadrunner Gas Transmission pipelines; offset partially by
• A $4.0 million increase in operating costs due primarily to higher employee related costs associated with incentive and medical benefit plans.

The increase in adjusted EBITDA for the full-year 2016, compared with 2015, primarily reflects:

• A $28.5 million increase from higher transportation services due primarily to increased firm demand charge capacity contracted;
• A $9.3 million increase from higher net retained fuel due to higher throughput and higher equity natural gas sales related to transportation and storage services;
• A $6.6 million increase due to higher natural gas storage services as a result of increased storage rates and the increased sales of excess natural gas in storage; and
• A $5.7 million increase in equity in net earnings from investments due primarily to higher firm transportation revenues on the Northern Border and Roadrunner Gas Transmission pipelines; offset partially by
• A $9.9 million increase in operating costs due primarily to increased employee-related costs associated with incentive and medical benefit plans and higher property taxes.

Capital expenditures increased in the three-month and full-year 2016 periods, compared with the same periods in 2015, due primarily to pipeline expansion projects.

EARNINGS CONFERENCE CALL AND WEBCAST:

ONEOK Partners and ONEOK executive management will conduct a joint conference call at 11 a.m. Eastern Standard Time (10 a.m. Central Standard Time) on Feb. 28, 2017. The call also will be carried live on ONEOK Partners' and ONEOK's websites.

To participate in the telephone conference call, dial 888-297-0339, pass code 8270677, 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' website, www.oneokpartners.com, and ONEOK's website, www.oneok.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 8270677.

LINKS TO EARNINGS TABLES AND PRESENTATION:

Tables:
http://ir.oneokpartners.com/~/media/Files/O/OneOK-Partners-IR/financial-reports/2016/q4-2016-earnings-press-release.pdf

Presentation:
http://ir.oneokpartners.com/~/media/Files/O/OneOK-Partners-IR/events-presentation/q4-2016-earnings-presentation.pdf

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

ONEOK Partners has disclosed in this news release adjusted EBITDA, DCF, distributable cash flow to limited partners per limited partner unit and cash distribution coverage ratio, which are non-GAAP financial metrics, used to measure the partnership's financial performance and are defined as follows:

• Adjusted EBITDA is defined as net income adjusted for interest expense, net of capitalized interest, depreciation and amortization, impairment charges, income taxes and allowance for equity funds used during construction and certain other noncash items;
• DCF is defined as adjusted EBITDA, computed as described above, less interest expense, maintenance capital expenditures and equity earnings from investments, excluding noncash impairment charges, adjusted for cash distributions received and certain other items;
• Distributable cash flow to limited partners per limited partner unit is computed as DCF less distributions declared to the general partner in the period, divided by the weighted-average number of units outstanding in the period; and
• Cash distribution coverage ratio is defined as distributable cash flow to limited partners per limited partner unit divided by the distribution declared per limited partner unit for the period.

The partnership believes the non-GAAP financial measures described above are useful to investors because they are used by many companies in its industry to measure financial performance and are commonly employed by financial analysts and others to evaluate the financial performance of the partnership and to compare the financial performance of the partnership with the performance of other publicly traded partnerships within its industry.

Adjusted EBITDA, DCF, distributable cash flow to limited partners and cash distribution coverage ratio per limited partner unit should not be considered alternatives to net income, earnings per unit 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. Furthermore, these non-GAAP measures should not be viewed as indicative of the actual amount of cash that is available for distributions or that is planned to be distributed in a given period, nor do they equate to available cash as defined in the partnership agreement. Reconciliations of adjusted EBITDA, distributable cash flow and cash distribution coverage ratio to net income are included in the tables.

ONEOK Partners, L.P. (pronounced ONE-OAK) (NYSE: OKS) is one of the largest publicly traded master limited partnerships in the United States and 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. Its general partner is a wholly owned subsidiary of ONEOK, Inc. (NYSE: OKE), a pure-play publicly traded general partner, which owns 41.2 percent of the overall partnership interest, as of Dec. 31, 2016.

For more information, visit the website at www.oneokpartners.com.

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

This news release contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates", "believes," "expects", "intends", "plans", "projects", "will", "would", "should", "may", and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect ONEOK's and ONEOK Partners' current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving ONEOK and ONEOK Partners, including future financial and operating results, ONEOK's and ONEOK Partners' plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including future results of operations, projected cash flow and liquidity, business strategy, expected synergies or cost savings, and other plans and objectives for future operations.  No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected.  Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties, many of which are beyond our control, and are not guarantees of future results.  Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.  These risks and uncertainties include, without limitation, the following:

• the ability to obtain the requisite ONEOK stockholder and ONEOK Partners unitholder approvals relating to the proposed transaction;
• the risk that ONEOK or ONEOK Partners may be unable to obtain governmental and regulatory approvals required for the proposed transaction, if any, or required governmental and regulatory approvals, if any, may delay the proposed transaction or result in the imposition of conditions that could cause the parties to abandon the proposed transaction;
• the risk that a condition to closing of the proposed transaction may not be satisfied;
• the timing to consummate the proposed transaction;
• the risk that cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;
• disruption from the transaction may make it more difficult to maintain relationships with customers, employees or suppliers;
• the possible diversion of management time on merger-related issues;
• the impact and outcome of pending and future litigation, including litigation, if any, relating to the proposed transaction;
• 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 ONEOK and 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 Federal Energy Regulatory Commission (FERC), the National Transportation Safety Board, the Pipeline and Hazardous Materials Safety Administration (PHMSA), the U.S. Environmental Protection Agency (EPA) and the U.S. Commodity Futures Trading Commission (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 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 ability of management to execute its plans to meet its goals and other risks inherent in our businesses that are discussed in ONEOK's and ONEOK Partners' most recent annual reports on Form 10-K, respectively, and in other ONEOK and ONEOK Partners reports on file with the Securities and Exchange Commission (the "SEC").

These reports are also available from the sources described above.  Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither ONEOK nor ONEOK Partners undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in the most recent reports on Form 10-K and Form 10-Q and other documents of ONEOK and ONEOK Partners on file with the SEC. ONEOK's and ONEOK Partners' SEC filings are available publicly on the SEC's website at www.sec.gov.

Additional Information And Where To Find It

This communication is not a solicitation of any vote, approval, or proxy from any ONEOK stockholder or ONEOK Partners unitholder.  In connection with the proposed transaction, ONEOK will file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4, which will include a prospectus of ONEOK and a joint proxy statement of ONEOK and ONEOK Partners.  Each of ONEOK and ONEOK Partners may also file other documents with the SEC regarding the proposed transaction. ONEOK and ONEOK Partners will each mail the joint proxy statement/prospectus to their respective stockholders and unitholders.  This document is not a substitute for any prospectus, proxy statement or any other document which ONEOK or ONEOK Partners may file with the SEC in connection with the proposed transaction.  ONEOK and ONEOK Partners urge investors and their respective stockholders and unitholders to read the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available, as well as other documents filed with the SEC, because they will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction (when they become available), free of charge, at the SEC's website (www.sec.gov).  You may also obtain these documents, free of charge, from ONEOK's website (www.oneok.com) under the tab "Investors" and then under the heading "SEC Filings."  You may also obtain these documents, free of charge, from ONEOK Partners' website (www.oneokpartners.com) under the tab "Investors" and then under the heading "SEC Filings."

Participants In The Solicitation

ONEOK, ONEOK Partners and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from ONEOK stockholders and ONEOK Partners unitholders in favor of the proposed transaction and related matters.  Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of ONEOK stockholders and ONEOK Partners unitholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC.  You can find information about ONEOK's executive officers and directors in its definitive proxy statement filed with the SEC on April 5, 2016.  You can find information about ONEOK Partners' executive officers and directors in its annual report on Form 10-K filed with the SEC on February 23, 2016. Additional information about ONEOK's executive officers and directors and ONEOK Partners' executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 and other relevant materials to be filed with the SEC when they become available.  You can obtain free copies of these documents from ONEOK and ONEOK Partners using the contact information above.

SOURCE ONEOK Partners, L.P.

TULSA, Okla., Feb. 23, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) will hold its 2017 annual meeting of shareholders at 9 a.m. Central Daylight Time on May 24, 2017. The meeting also will be audio webcast on ONEOK's website, www.oneok.com. 

The record date for determining shareholders entitled to receive notice of the meeting and to vote is March 27, 2017.

In addition to the annual meeting described above, separate meetings for each of the ONEOK shareholders and the ONEOK Partners (NYSE: OKS) unitholders will be held on a different day to vote on the previously announced merger transaction.  Details of these meetings will be announced at a later date.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of Dec. 31, 2016, 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.

SOURCE ONEOK, Inc.

TULSA, Okla., Feb. 16, 2017 /PRNewswire/ -- ONEOK Partners, L.P. (NYSE: OKS) today announced that its 2016 tax packages, including the Schedule K-1, will be available online beginning Thursday, March 2, 2017, and may be accessed through the ONEOK Partners website at www.oneokpartners.com or directly from this link. The partnership's 2016 tax packages are expected to be mailed by Tuesday, March 7, 2017. 

For additional information, unitholders may call the tax package support staff toll free at 800-371-2188.

ONEOK Partners, L.P. (pronounced ONE-OAK) (NYSE: OKS) is one of the largest publicly traded master limited partnerships in the United States and 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. Its general partner is a wholly owned subsidiary of ONEOK, Inc. (NYSE: OKE), a pure-play publicly traded general partner, which owns 41.2 percent of the overall partnership interest, as of Dec. 31, 2016. 

For more information, visit the website at www.oneokpartners.com.

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

SOURCE ONEOK Partners, L.P.

TULSA, Okla., Feb. 7, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) and ONEOK Partners, L.P. (NYSE: OKS) will release their fourth-quarter and year-end 2016 earnings after the market closes on Feb. 27, 2017.

ONEOK's and ONEOK Partners' executive management will participate in a joint conference call the following day at 11 a.m. Eastern Standard Time (10 a.m. Central Standard Time) on Feb. 28, 2017.  The call also will be carried live on ONEOK's and ONEOK Partners' websites.

To participate in the telephone conference call, dial 888-297-0339, pass code 8270677, 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 8270677.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of Dec. 31, 2016, 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 more information, visit the websites at www.oneok.com or www.oneokpartners.com.

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

SOURCE ONEOK, Inc.; ONEOK Partners, L.P.

TULSA, Okla., Feb. 1, 2017 /PRNewswire/ -- ONEOK, Inc. (NYSE: OKE) today announced 2017 financial and volume guidance.

In a separate news release today, ONEOK and ONEOK Partners also announced a definitive agreement under which ONEOK will acquire all of the outstanding common units of ONEOK Partners it does not already own for $9.3 billion in ONEOK common stock. Under the agreement, each outstanding common unit of ONEOK Partners that ONEOK does not already own will be converted into .985 shares of ONEOK common stock, representing a 22.4 percent premium to the ONEOK Partners closing price on Jan. 27, 2017.

"We expect 2017 to provide continued growth across our asset footprint as market fundamentals continue to improve and producer customers are increasing their activity in the NGL-rich shale plays where ONEOK is positioned," said Terry K. Spencer, president and chief executive officer of ONEOK and ONEOK Partners. "ONEOK's strong asset position, integrated operations and diverse basin footprint will continue to drive results and provide opportunities for growth. A lower cost of funding will enhance our ability to grow with our customers, which continues to provide a competitive advantage in today's industry environment.

"Lower breakeven economics are driving increased producer activity in the STACK and SCOOP plays in Oklahoma, and the Williston and Permian basins, which is expected to benefit all three of our business segments," continued Spencer. "We anticipate NGL volume growth over the coming year as six new third-party natural gas processing plants are connected to our natural gas liquids system and as we begin to see benefits from increased ethane recovery, with systemwide ethane rejection dropping to approximately 120,000 to 140,000 barrels per day in late 2017," said Spencer. "Available NGL gathering capacity between the Mid-Continent and Gulf Coast also provides valuable service for producers in the STACK and SCOOP. 

"The natural gas gathering and processing segment is expected to benefit as producer activity continues ramping up on the more than 3.4 million acres we have dedicated across our footprint," continued Spencer. "The segment has 300 million cubic feet per day (MMcf/d) of natural gas processing capacity available to accommodate increased activity in the core of the Williston Basin and STACK play.

"Increased drilling is also providing an exciting growth opportunity for our natural gas pipelines segment as producers pursue additional takeaway solutions for increased natural gas production," said Spencer. "Our natural gas pipelines segment is well-positioned in the Delaware and Midland basins and the STACK and SCOOP plays to compete for the additional takeaway opportunities.  

"With an expected lower cost of funding as a result of the proposed acquisition of ONEOK Partners and the approximately $9 billion of investments made over the past decade, ONEOK is in a position to fund a significant portion of its capital needs with retained cash flow, allowing us to be opportunistic when accessing the capital markets," said Spencer.

"ONEOK shareholders will benefit from an expected quarterly dividend increase following the close of the transaction, which is anticipated to occur in the second quarter of 2017, and from expected dividend growth of 9 to 11 percent annually," continued Spencer. "By proactively combining our companies, we're providing clear value to investors and positioning ONEOK to continue growing as one of the country's premier midstream service providers."

> View ONEOK's non-GAAP tables.

2017 COMMODITY PRICE ASSUMPTIONS:

The average unhedged prices assumed in ONEOK's 2017 guidance are 51 cents per gallon for composite natural gas liquids; $3.00 per million British thermal units (MMBtu) for NYMEX natural gas; and $45 per barrel for WTI-NYMEX crude oil.

BUSINESS-SEGMENT GUIDANCE:

Natural Gas Liquids Segment

The natural gas liquids segment expects full-year 2017 adjusted EBITDA of $1.11 billion to $1.31 billion.

NGLs gathered are expected to average 800,000 to 900,000 barrels per day (bpd) and NGLs fractionated are expected to average 575,000 to 635,000 bpd in 2017.

Volume growth in 2017 is expected to be driven primarily by a full-year volume benefit from the six new natural gas processing plants connected in 2016, including five third-party plants and ONEOK's Bear Creek plant in the Williston Basin, and from increased drilling activity in NGL-rich shale plays, particularly the STACK and SCOOP plays in Oklahoma and the Permian Basin.

In 2017, the segment expects to connect to six additional third-party natural gas processing plants – one in the Rocky Mountain region, three in the Mid-Continent and two in the Permian Basin – increasing the partnership's total third-party plant connections to more than 195.

Ethane recovery remains a strong expected driver of volume growth in 2017. ONEOK continues to expect increased ethane recovery by its natural gas processing plant customers will begin in the second half of 2017 as world-scale petrochemical facilities begin operations and new export facilities increase capacity utilization, providing a greater impact on 2018 NGL volumes.

The segment's fee-based earnings are expected to be approximately 90 percent in 2017. 

Natural Gas Pipelines Segment

The natural gas pipelines segment expects full-year 2017 adjusted EBITDA of $320 million to $340 million.

Earnings in the segment are expected to remain more than 95 percent fee-based in 2017, with approximately 93 percent of its transportation capacity and more than 60 percent of its natural gas storage capacity contracted under firm fee-based (take-or-pay) commitments.

In 2017, the segment is expected to benefit from a full year of operations on its Roadrunner Gas Transmission Pipeline joint venture. The first phase of the pipeline, which added 170 MMcf/d of capacity, was completed in March 2016, and the second phase, which increased capacity to 570 MMcf/d, was completed in October 2016. The project is fully subscribed under 25-year firm fee-based (take-or-pay) commitments.

The segment also is expected to benefit in 2017 from a full year of operations on its ONEOK WesTex Pipeline expansion, which increased capacity by 260 MMcf/d, and its Midwestern Gas Transmission expansion, which increased capacity by 170 MMcf/d.  Both projects are fully subscribed under long-term, firm fee-based (take-or-pay) commitments.

The 100 MMcf/d westbound expansion of the ONEOK Gas Transmission Pipeline out of the STACK play in Oklahoma will begin construction in 2017, with an expected completion in the second quarter of 2018. Ongoing discussions with producers could potentially increase the expansion volume.

Increased drilling activity in the STACK and SCOOP plays and Permian Basin continue to drive discussions surrounding natural gas takeaway options out of these basins where ONEOK's natural gas pipelines segment is already well-positioned.            

Natural Gas Gathering and Processing Segment

The natural gas gathering and processing segment expects full-year 2017 adjusted EBITDA of $445 million to $485 million.

Natural gas processed is expected to average 1,400 to 1,550 MMcf/d and natural gas gathered is expected to average 1,500 to 1,650 MMcf/d in 2017.   

Mid-Continent volumes are expected to increase throughout 2017 due to increased producer activity in the prolific STACK and SCOOP plays in Oklahoma, where production results from ONEOK's producer customers continue to improve. Volumes are expected to be weighted more towards the second half of 2017, as producers continue to move additional rigs into the area during the first half of the year. ONEOK has approximately 200,000 acres dedicated in the core of the STACK play and 100 MMcf/d of natural gas processing capacity available to accommodate volumes from increased drilling activity in the area.   

ONEOK's Williston Basin volumes are expected to benefit from increased well completion activity, rigs moving back into the basin and the continued ramp up of projects completed in 2016, including the Bear Creek natural gas processing plant. The segment has approximately 3 million acres dedicated in the basin, including 1 million acres in the core, and 200 MMcf/d of available natural gas processing capacity on its system in the area. Approximately 300 drilled but uncompleted wells remain on ONEOK's acreage dedications, which provide a backlog of volume growth opportunities in 2017 requiring minimal capital while rigs continue to increase throughout the year.       

The segment's fee-based earnings are expected to be more than 75 percent in 2017. 

CONFERENCE CALL AND WEBCAST

ONEOK will conduct a conference call at 8:30 a.m. Eastern Standard Time (7:30 a.m. Central Standard Time) on Feb. 1, 2017, to discuss the transaction and 2017 guidance. The call also will be carried live on ONEOK's website.

To participate in the telephone conference call, dial 800-753-0420, pass code 6859965, or log on to www.oneok.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, 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 6859965.

LINK TO NON-GAAP TABLES:

http://ir.oneok.com/~/media/Files/O/OneOK-IR/financial-reports/2016/oneok-2017-earnings-guidance.pdf

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

ONEOK has disclosed in this news release expected 2017 adjusted EBITDA and  distributable cash flow (DCF), which are non-GAAP financial metrics, used to measure ONEOK's financial performance, and are defined as follows:

• Adjusted EBITDA is defined as net income adjusted for interest expense, depreciation and amortization, income taxes, non-cash share-based compensation and allowance for equity funds used during construction and certain other items; and
• Distributable cash flow is defined adjusted EBITDA, computed as described above, less interest expense, maintenance capital expenditures and equity earnings from investments, adjusted for cash distributions received from unconsolidated affiliates and certain other items.

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.  Adjusted EBITDA and DCF and 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. Furthermore, these non-GAAP measures should not be viewed as indicative of the actual amount of cash that is available for dividends or that is planned to be distributed in a given period.

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is the general partner and as of Dec. 31, 2016, 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 more information, visit the websites at www.oneok.com or www.oneokpartners.com.

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

This news release contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates", "believes," "expects", "intends", "plans", "projects", "will", "would", "should", "may", and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect OKE's and OKS's current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving OKE and OKS, including future financial and operating results, OKE's and OKS's plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including future results of operations, projected cash flow and liquidity, business strategy, expected synergies or cost savings, and other plans and objectives for future operations.  No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected.  Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties, many of which are beyond our control, and are not guarantees of future results.  Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.  These risks and uncertainties include, without limitation, the following:

• the ability to obtain the requisite OKE stockholder and OKS unitholder approvals relating to the proposed transaction;
• the risk that OKE or OKS may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or required governmental and regulatory approvals may delay the proposed transaction or result in the imposition of conditions that could cause the parties to abandon the proposed transaction;
• the risk that a condition to closing of the proposed transaction may not be satisfied;
• the timing to consummate the proposed transaction;
• the risk that the cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;
• disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers;
• the diversion of management time on merger-related issues;
• the impact and outcome of pending and future litigation, including litigation, if any, relating to the proposed transaction;
• 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 OKE and OKS;
• 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 OKE and OKS;
• 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 Federal Energy Regulatory Commission (FERC), the National Transportation Safety Board, the Pipeline and Hazardous Materials Safety Administration (PHMSA), the U.S. Environmental Protection Agency (EPA) and the U.S. Commodity Futures Trading Commission (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 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 ability of management to execute its plans to meet its goals and other risks inherent in our businesses that are discussed in OKE's and OKS's most recent annual reports on Form 10-K, respectively, and in other OKE and OKS reports on file with the Securities and Exchange Commission (the "SEC"). 

These reports are also available from the sources described above.  Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither OKE nor OKS undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in the most recent reports on Form 10-K and Form 10-Q and other documents of OKE and OKS on file with the SEC. OKE's and OKS's SEC filings are available publicly on the SEC's website at www.sec.gov. 

This news release also contains certain historical and forward-looking non-GAAP measures of financial performance that management believes are good tools for internal use and the investment community in evaluating our overall financial performance. These non-GAAP measures are broadly used to value and compare companies in our industry and are attached to this news release.

Additional Information and Where to Find It

This communication is not a solicitation of any vote, approval, or proxy from any OKE stockholder or OKS unitholder.  In connection with the proposed transaction, OKE will file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4, which will include a prospectus of OKE and a joint proxy statement of OKE and OKS.  Each of OKE and OKS may also file other documents with the SEC regarding the proposed transaction. OKE and OKS will each mail the joint proxy statement/prospectus to their respective stockholders and unitholders.  This document is not a substitute for any prospectus, proxy statement or any other document which OKE or OKS may file with the SEC in connection with the proposed transaction.  OKE and OKS urge investors and their respective stockholders and unitholders to read the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available, as well as other documents filed with the SEC, because they will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction (when they become available), free of charge, at the SEC's website (www.sec.gov).  You may also obtain these documents, free of charge, from OKE's website (www.oneok.com) under the tab "Investors" and then under the heading "SEC Filings

Participants in the Solicitation

OKE, OKS and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from OKE stockholders and OKS unitholders in favor of the proposed transaction and related matters.  Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of OKE stockholders and OKS unitholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC.  You can find information about OKE's executive officers and directors in its definitive proxy statement filed with the SEC on April 5, 2016.  You can find information about OKS's executive officers and directors in its annual report on Form 10-K filed with the SEC on February 23, 2016. Additional information about OKE's executive officers and directors and OKS's executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 and other relevant materials to be filed with the SEC when they become available.  You can obtain free copies of these documents from OKE and OKS using the contact information above.

SOURCE ONEOK, Inc.