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ONEOK, Inc. (NYSE:OKE)

Q2 FY08 Earnings Call

August 6, 2008, 11:00 AM ET

Executives

Dan Harrison - VP, Communications and IR

John W. Gibson - CEO, ONEOK Inc.; Chairman, President and CEO, ONEOK Partners, L.P.

Curtis L. Dinan - Sr. VP, CFO and Treasurer

James C. Kneale - President and COO

Analysts

John Olsen - Houston Energy

Rebecca Followill - Tudor Pickering & Co.

Mark Easterbrook - RBC Capital Market

Michael Blum - Wachovia

Louis Shanney - Zimmer Lucas

Operator

Good day, ladies and gentlemen. And welcome to the ONEOK and ONEOK Partners Second Quarter 2008 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later there will be a question-and-answer session, and the instructions will follow at that time. [Operator Instructions]. As a reminder this conference is being recorded.

I would now like to introduce your host for today's conference, Mr. Dan Harrison. Sir, you may begin your conference.

Dan Harrison - Vice President, Communications and Investor Relations

Thank you. Good morning, and welcome everyone. As we begin this morning's conference call, I remind you that any statements that might include ONEOK or ONEOK Partners expectations or predictions should be considered forward-looking statements, which are covered by the Safe Harbor provision of the Securities Acts of 1933 and 1934.

It's important to note that actual results could differ materially from those projected in such forward-looking statements. For a discussion of factors that could cause actual results to differ, please refer to ONEOK's and ONEOK Partners' filings with the Securities and Exchange Commission.

And now John Gibson, who serves as CEO of ONEOK, and Chairman and President and CEO of ONEOK Partners, John?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Thanks, Dan, and good morning, everyone. Thank you for participating in our call today and for your continued interest and investment in ONEOK and ONEOK partners.

Joining me today are Jim Kneale, President and Chief Operating Officer for ONEOK and ONEOK Partners; and Curtis Dinan, Chief Financial Officer for both ONEOK and ONEOK Partners.

Our agenda this morning is, following a few opening remarks, Curtis will review ONEOK Partners' financial performance followed by Jim, who will review the partnership's operating performance. Then we will return back to Curtis, who will review ONEOK's financial performance and Jim will then review ONEOK's operating performance. Then I'll make few closing comments and conclude our call with a question and answer period.

As indicated in our earnings news release yesterday, ONEOK had a strong second quarter with exceptional performance by the ONEOK Partners segment and solid results from the distribution segment. However, our energy services segment experienced lower second quarter results primarily as a result of lower transportation margins. ONEOK Partners second quarter results were up more than 60% benefiting from higher realized commodity prices and increased processed volumes in the natural gas gathering and processing business.

New supply connections and increased fractionation volumes drove the increases in our NGL gathering and fractionation business. And the incremental earnings from our North system the NGL and refined petroleum products pipeline system we acquired last October, benefited our NGL pipeline's business.

The distribution segment was up slightly in the second quarter as a result of the newly implemented capital and expense recovery mechanisms in Oklahoma. Jim will review each of the segments, second quarter results in more detail in a few minutes.

First let's take a more detailed looked at ONEOK Partners. Curtis Dinan will review the financial highlights, Curtis?

Curtis L. Dinan - Sr. Vice President, Chief Financial Officer and Treasurer

Thank you, John. Good morning, everyone. ONEOK Partners delivered exceptional results in the second quarter. Net income increased 63% to $155 million or $1.46 per unit, compared with $95 million or $0.97 per unit in the second quarter of 2007. Distributable cash flow increased to $177 million compared with $122 million in the second quarter of 2007. During the second quarter of 2008, all four of our segments showed improved results compared with 2007. Our natural gas gathering and processing segment had an exceptional quarter, benefiting primarily from strong commodity prices.

For the balance of 2008, in the natural gas gathering and processing segment, we have hedged prices on 74% of our expected production on both NGLs and condensate at an average price of $1.38 per gallon.

We have also placed hedges for the remainder of the year on 54% of our expected natural gas volumes, at $9.35 per MMBtu. Looking forward to 2009, we have placed hedges on 30% of our expected NGL and condensate production at an average price of $2.22 per gallon.

We review each product separately and are continually looking for opportunities to minimize commodity price risk. We use a combination of commodity specific swaps and over the counter basis swaps to hedge our commodity price exposure.

I want to emphasize that we do not use crude oil futures to hedge our natural gas liquid sales, a practice commonly referred to as dirty hedges. The balance of the Partnership's revenues is primarily fee based, so hedging activities are limited to our natural gas gathering and processing segment.

During the first half of 2008, the partnership has invested $504 million on growth capital projects, primarily for the over Overland Pass Pipeline and related NGL infrastructure upgrades, the Arbuckle pipeline and the Guardian Pipeline extension. These investments have been financed with our revolving credit agreement and the equity offering completed in March of this year. With $76 million of cash on hand, and approximately $850 million available under the revolving credit agreement at July 31st, the Partnership is well positioned to continue to find its growth capital projects that will begin contributing incremental EBITDA later this year.

This July, ONEOK Partners increased its quarterly distribution to an annualized rate of $4.24 per unit. This is our tenth consecutive distribution increase since the drop down of the ONEOK gas sets in April of 2006. During this period, the Partnership has increased distributions by 33%, demonstrating our commitment to growing unit holder distributions.

And lastly, we raised our 2008 net income guidance to the range of $5.20 to $5.60 per unit, an increase from our previous guidance of $4.10 to $4.60 per unit. We also raised the expected distributable cash flow to a range of $585 to $625 million. These increases reflect the strong first half performance in all four segments, continued volume growth in both the natural gas and natural gas liquids businesses, and continued strong commodity prices. The average un-hedged prices for 2008 were updated to $120 per barrel for crude oil, $1.65 per gallon for composite NGLs and $9.20 per MMBtu for natural gas.

But as I mentioned, the majority of our commodity exposure in the partnership is hedged

for the reminder of 2008; John that concludes my remarks regarding the Partnerships financials.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Thanks, Curtis. Now let's turn to Jim Kneale, ONEOK Partners', President and Chief Operating Officer, to discuss the Partnerships operating performance. Jim?

James C. Kneale - President and Chief Operating Officer

Thanks John, and good morning. As John and Curtis mentioned, the Partnership had an outstanding second quarter. Let's review each of business segments.

The natural gas gathering and processing segment's second quarter operating income increased 65% and year-to-date results increased 76% compared with the same periods in 2007. Higher NGL, crude oil, and natural gas prices were the primary drivers of these increases. The segment also benefited from higher throughput in 2008. Increased drilling activity continues to provide additional opportunities to replace natural production declines and for growth. So far this year, we have connected over 200 wells to our system, a 15% increase over the same period in 2007.

Our contract mix by volume has remained relatively unchanged in the past two years, at 60% fee base, 32% of proceeds, and 8% keep whole. We are pleased with the progress we have made in the restructuring contracts, of the contracts, providing a more stable earning stream, while allowing upside potential and we do not expect material changes to our existing mix in the future. As Curtis mentioned, we have also been proactive through hedging to minimize the risk associated with the commodity price volatility and provide for more predictable performance on both our percent of proceeds and keep whole contracts.

The natural gas pipeline segment second quarter 2008 operating income results increased 50% and year-to-date results improved more than 20% compared with the same periods in 2007. The growth reflects an increase in transportation margins which came primarily from higher throughput and the impact that higher natural gas prices had on our net retained fuel position. Storage margins also improved compared with the second quarter of 2007 due primarily to higher storage fees as a result of new and renegotiated contracts.

Another contributing factor to the quarter's growth was lower operating cost which decreased 17% from the same period last year, mainly due to lower ad valorem taxes and timing of operations and maintenance cost. This segment has begun construction on the Guardian Pipeline expansion in the Green Bay, Wisconsin. We're now estimating the cost to be in a range of $277 to $305 million. As with any construction project of this magnitude, cost and completion dates are affected by a number of regulatory and environmental variables. In addition to factors such as weather, the amount of rock encountered, and increasing right-of-way cost.

Changes in the right-of-way cost, along the Guardian Royal are to some degree the result of rising corn and soybean prices, which have affected the value of the land. We will continue to keep you updated on our progress, but we currently anticipate the pipeline being in service by year end.

Now let's take a look at the two natural gas liquid segments, both of which had another outstanding quarter. The natural gas liquid gathering and fractionation segment, second quarter operating income increased 31% over the same period in 2007. Driving most of the increase was higher throughput from continued NGL supply growth in the mid-continent. 2008 second quarter results also benefited from wider regional NGL price differentials between Conway and Mont Belvieu, offset by narrow product prices differentials between ISO and normal butane.

Year-to-date results improved 36% compared with the same period in 2007. Again, the leading driver was increased throughput across the system. Volumes gathered increased 16% and volumes fractionated increased 14%. Also contributing to the earnings increase were wider regional NGL price differentials. Our continued focus on growing NGL supplies has lead to higher asset utilization rates that now exceed 90%. This supply growth is one of the key drivers for our NGL storage fractionation and pipeline infrastructure expansion projects in Kansas and Oklahoma.

In the second quarter 2008, we completed most of these expansion projects. The cost increased slightly from the $216 million previously announced, mainly as a result of further increasing the capacity of the previously idled Bushton, Kansas fractionator by an additional 30,000 barrels per day.

Initially, we planned to increase the capacity of the fractionator from 80,000 to 120,000 barrels per day. However, due to increased demand we increased the total capacity to 150,000 barrels per day. Costs were also slightly higher due to increases experienced in construction labor rates and material cost as well as delays from frequent heavy rainfall this spring.

Also as a part of these expansions we have upgraded the storage at Bushton to accommodate additional Ethane/Propane product, and constructed a 135 mile, purity product distribution pipeline from the Bushton complex to our Medford, Oklahoma complex, where product can be moved to Mont Belvieu, Texas, through our existing and newly expanded sterling distribution pipeline. This increased infrastructure capacity, much of which is currently online, will accommodate our new NGL supplies from the Rockies, as well as future growth in the Mid-Continent.

Upon final completion of these projects in the third quarter of 2008, we have increased our total fractionation capacity to 549,000 barrels per day, up from 399,000 barrels per day. Our natural gas liquids pipelines segment also had a great second quarter, with operating income increasing 18% over the same period in 2007 and NGL volumes transported increasing 35% over that same time.

For the first half of 2008, operating income increased 39% and NGL volumes transported increased more than 40% or 89,000 barrels per day. Most of these increases are due to the addition of the 1600 mile NGL and refined petroleum products pipeline system we acquired in October 2007, as well as continued supply growth that I previously talked about in our NGL gathering and fractionation segment.

Now let's review the status of some of our largest projects in our natural gas liquid business. We continue to make progress on the construction of the over Overland Pass Pipeline. We have completed approximately 730 of the 760 miles of the pipeline. As you may recall, the Wyoming office of the Federal Bureau of Land Management requested that we temporarily idle construction in certain restricted areas to accommodate the seasonal migration patterns of big game animals, the nesting activities of birds of prey, and the sage grouse habitat.

As of all this first, both the sage grouse and rafter restrictions have expired and construction in these restricted areas is now underway. However, we may continue to be affected in certain areas due to the potential presence of nesting birds. As the nesting activities run their natural course, we still expect to have much of the pipeline operational beginning in the third quarter, with the remainder of the line coming on in the fourth quarter.

The current total cost estimate for the Overland Pass is between $575 and $590 million reflecting the anticipated 10% cost increase caused by the delays that we mentioned during our conference call last quarter.

Although our costs have increased, so have the throughput commitment, resulting in continued very favorable economics for this project. Overland Pass will provide much needed NGL takeaway capacity in the Rockies. Potential new development in the region continues to exceed our original expectations.

The volumes committed to Overland Pass Pipeline are approaching 140,000 barrels per day, which includes the previously announced William's [Ph] commitment for 60,000 barrels with growth prospects under development for up to an additional 60,000 more barrels per day over the next 3 to 5 years. We have previously mentioned our ability to expand the pipeline with minimal cost to 220,000 barrels per day. And after further engineering evaluation we now have the capability to expand Overland Pass up to 255,000 barrels per day with additional pump facilities.

Construction of the Arbuckle Pipeline is well underway. In our last call we mentioned timing and cost could be affected by factors such as the uncertainty of weather, right-of way-acquisition [audio gap]. Pipeline right of way cost have increased dramatically in the recent months as Barnett Shale development has increased with the demand and costs for easements to unprecedented levels.

We recently completed negotiations with pipeline contractors providing us with better visibility into the expected labor cost compared with what we had estimated more than a year and a half ago. To reflect these increased costs, we have updated the pipeline project estimate, which we now expect to be $340 to $360 million. Much like Overland Pass, new processing plant development and the timing of NGL volumes coming online along Arbuckle are also exceeding our original estimates.

While the pipeline is designed with a capacity to transport 160,000 barrels per day, of un-fractionated NGLs, it can't be expanded to over 210,000 barrels per day, with additional pump facilities.

At the time of startup in 2009, we currently expect Arbuckle to be shipping approximately 65,000 barrels per day of dedicated NGLs to our Mont Belvieu fractionator and other facilities in the Texas Gulf Coast, with another 20000 barrels per day expected from new plant dedications that are currently under negotiation. Based upon our current commitments and producer's projections of increased production and indications of interest from NGL producers, we are projecting Arbuckle throughput to reach its maximum capacity of 210,000 barrels per day, within the next three to five years, as the development of new processing plants continue in Oklahoma, North Texas and in the Barnett Shale.

As Curtis mentioned, we are increasing the Partnership's earnings and cash flow guidance for 2008. In addition to strong results in the first half of 2008, in all four business segments, we expect commodity prices to be higher than the levels we provided in our previous guidance, benefiting that the natural gas gathering and processing and pipeline segment. As we've mentioned earlier, we have hedges in place for the rest of 2008 on the majority of our commodity exposure in the partnership.

Higher commodity prices, combined with higher NGL throughput in our natural gas liquids gathering and fractionation segment, will more than offset, the impact of Overland Pass Pipeline coming on later than originally anticipated.

Looking at the EBITDA projections for the growth projects that we have previously provided, the numbers have improved due to increased volume projections on several other projects and moved around somewhat primarily due to the delay in Overland Pass.

The 2008, EBITDA projection has been reduced, about $24 million, due to the delay on Overland Pass, which is reflected, in our revised 2008 guidance for the NGL pipeline segment. The projection for 2009 EBITDA for the growth project is unchanged at $260 million. The 2010 projection of $300 million is now estimated at $360 million, up 20%. We expect this number to grow in 2011 and beyond as NGL volumes continue to grow.

Finally I'd like to recognize the Partnership's Mont Belvieu, Texas fractionator employees who were recognized last month by the Occupational Safety and Health Administration for achieving three years of excellence in employee health and safety. John, that concludes my remarks.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Thanks Jim. Before we turn our focus to ONEOK, I'd like to make a few additional comments on the Partnerships growth activities. As you just heard ONEOK Partners is continuing to make good progress on its internally generated growth projects. And as I have mentioned before, we've identified a slate of new projects, not yet announced that will require capital investments averaging $300 to $500 million a year between 2010 and 2015.

Managing these costs and schedules for these projects remain a top priority for me and the rest of the management team. I'd like the put the cost increases and delays that we have experienced on some projects into perspective.

More than two years ago, we purchased the pipe for our three announced NGL pipeline projects, Overland Pass, the Piceance Lateral, and the Arbuckle Pipeline. This was a good decision for our company. As it enabled us to avoid the significant run up in steel prices that the industry has experienced, and is facing today. In fact we estimate this decision saved almost $100 million of additional capital costs. What we did not forecast correctly however, was the increase in labor costs, we have incurred since the Overland Pass and Arbuckle Pipeline projects were first planned and announced several years ago.

And as we have shared with you before, Overland Pass has also experienced some regulatory delays. These two factors alone have contributed to most, if not all of the cost increases and start up delays on Overland Pass.

In hindsight, we should have reacted more quickly at the beginning of the project to resolve the regulatory delay that affected the receipt of our initial permit, a delay that resulted in our having to construct portions of the pipeline during one of Wyoming's harshest winters in the generation. The delay in receiving our permit not only delayed our pipeline start up, it also added the additional labor costs associated with winter construction. So on Overland Pass the lesson learned was to focus the necessary resources on the front end of the project to better understand both regulatory and wildlife issues.

On Arbuckle Pipeline, the initial cost estimate was developed more than a year and a half ago. We underestimated the magnitude of the labor cost increases we've experienced and the difficulty in cost of acquiring right away in the Barnett Shale area, near Fort Worth, where we've been buying easement by the foot, rather than buy the rod. While the steel cost increase did not affect the cost of pipe for Arbuckle, these increases did have an effect on the cost of valves and fittings. Both Overland Pass and Arbuckle are still economically attractive projects provided much needed service for producers and processors, and are key to our growth in the NGL sector.

Even with these increased costs, these projects remain very attractive investments. Principally because of the hard work, and tenacity of our commercial teams, as they have secured more NGL volumes that will flow earlier then we initially anticipated. This has allowed us to expand the capacity of and throughput commitments on these two pipelines to offset the increased cost and avoid any adverse effect on either project's economics, while again meeting the needs of our customers. These current announced projects still provide us with attractive returns. At an equivalent multiple of EBITDA of six times or better or said another way, an un-levered pre-tax return on invested capital, in the range of 12% to 14%. As Jim mentioned, the timing of the EBITDA from these project has shifted somewhat with 2010 EBITDA expected to be approximately 20% higher to $360 million from $300 million and EBITDA from these projects will continue to ramp up beyond 2010.

Now let's turn our focus to ONEOK, where Curtis will review the second quarter financial highlights. Curtis?

Curtis L. Dinan - Sr. Vice President, Chief Financial Officer and Treasurer

Thanks John. ONEOK's net income in the second quarter of 2008 was $42 million or $0.39 per diluted share, a 19% increase compared with net income of $35 million or $0.31 per diluted share in 2007. As Jim will discuss in more detail, the distribution segment's operating income was comparable with 2007 while energy services' operating income was lower than expected primarily as a result of reduced transportation margins.

As previously stated, our ONEOK Partners segment performed very well during the quarter. Following the Partnerships' recent distribution announcement, its annualized distribution has increased by $0.24 per unit when compared with what was paid a year ago. This distribution increase results in an additional $10.2 million of annual cash flow from the limited partner units that ONEOK owns. Also compared with one year ago, the incentive distributions ONEOK receives as general partner have increased by $26 million annually.

Furthermore, with the growth in earnings anticipated at ONEOK Partners as a result of the current slate of growth projects; we expect future distribution increases at the partnership which will continue to create earnings and cash flow growth for ONEOK. Stand alone cash flows from operations excluding the effects of working capital, exceeded capital expenditures and dividends by $95 million for the first half of 2008. For the full year of 2008, we anticipate that free cash flows will be in the $180 million to $200 million range giving us additional investment flexibility.

ONEOK ended the second quarter with approximately $680 million of commercial paper outstanding and approximately $570 million of natural gas in storage. With the increase in natural gas prices, we have experienced an increase in margin calls related to our hedges used in our energy services segment. Additionally, as we inject gas in storage for use in the upcoming heating season and hedge our transportation positions, we expect our working capital requirements to increase compared with prior years.

To provide the liquidity to meet these higher working capital demands, we have secured a $400 million, 364 day credit agreement effective today. The 364 day credit agreement combined with our existing $1.2 billion credit facility will be used to support our commercial paper program. Based on current prices and the amount of gas we have already injected in storage, we expect that our working capital needs for the upcoming heating season to peak at approximately $1.3 to $1.4 billion, during the first quarter of 2009.

We have received enquires recently from various stakeholders regarding our exposure to the bankruptcy filing by SIM group and certain of its subsidiaries. These enquiries have centered on reports listing ONEOK and ONEOK Partners as creditors of SIM Group. ONEOK partners has sold cadency and natural gas liquids products to SIM group in the ordinary course of business, and ONEOK has provided nominal natural gas utility services, to various SIM Group locations.

The receivables from product sales are secured by letters of credit, issued by AA rated National Bank. Net of these letters of credit, we do not expect ONEOK or ONEOK Partners to have a material exposure to SIM Group. Our limited, financial exposure to SIM Group is a direct result of the diligence of the employees and our credit group, and the established policies and procedures we follow. We remained diligent in our credit review practices, and have also reduced our credit exposures to other counter parties where we felt prudent.

And lastly, we have increased ONEOK'S net income guidance for 2008 and narrowed the range to $2.90 to $3.10 per diluted share, from the previous guidance of $2.75 to $3.15 per diluted share. The distribution segment operating income guidance increased slightly to reflect its strong performance in the first half of 2008. We have lowered the operating income guidance of our energy services segment as a result of lower than expected transportation, storage and marketing margins. And as we have discussed, our ONEOK Partners segment operating income guidance has increased bringing additional earnings and cash flow to ONEOK.

John, that concludes my remarks.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Thank you, Curtis. And now Jim Kneale will review ONEOK's operating performance, Jim?

James C. Kneale - President and Chief Operating Officer

Thanks, John. I have already talked about the ONEOK Partners segment so let's start with energy services.

As Curtis mentioned, earnings in this segment were below our expectation. We experienced an operating loss of $4.4 million during the second quarter compared with income of $10.2 million in the same period last year. As we have talked about in the past, the energy services segment typically experiences a seasonal earnings pattern that follows the profile of our largest customers, the LDCs which experienced higher earnings in the first and fourth quarters and lower earnings in the second and third quarters.

We continue to sign up additional 2008-2009 winter season no-notice peaking contract with our LDC customers who see tremendous value in this service. We expect our contracted service commitments to meet or exceed last year's. However, as we have stated before, this business is not immune to this challenging pricing environment.

Our second quarter earnings decrease was primarily driven by the contraction of the transportation basis differential, between the Rocky Mountain and Mid-Continent regions. Although we had most of this basis hedged, to provide a little more color, the market basis differential was $0.62 in this just completed second quarter versus $2.72 in the same period last year. Transportation margins account for a little more than a quarter of our operating income on an annual basis. Also during the second quarter, there was little price volatility despite the significant rise in the value of natural gas.

Natural gas volatility in the quarter averaged less than 40%. The continual rise in prices during the quarter provided us very little opportunity to optimize around our least asset positions, similar to what we experienced in first quarter. So far the third quarter has shown some increase in volatility which may provide us with some optimization opportunities. Summer to winter storage spreads has also remained nil; for example, the September to December 2008 NYMEX storage spreads are in the $0.90 range. As a result, we have lowered our full year earnings guidance in the segment to a $142 million. This guidance contemplates that storage spreads will widen later in the year to the $1.50 to $1.80 per Mcf range and that natural gas price volatility will also increase to a more historical level. Although we're disappointed with the results this quarter, we understand the reasons behind them and are encouraged with our growing no-notice contract portfolio.

Now let's talk about the distribution segment. The distribution segment delivered solid results for the quarter as margins increased and we successfully managed operating costs. Second quarter retail volumes reflected seasonal consumption patterns and were down slightly compared with the prior year. Year-to-date retail volumes were consistent with last year, and transportation volumes increased for both, the quarter and year-to-date period, because of addition of new customers and increased usage.

Our rate mechanisms continue to provide earnings stability through timely capital and expense recovery. The Oklahoma capital recovery mechanism effective in March of this year contributed approximately $2.3 million in margins for the quarter and has projected to contribute $7.6 million in total for 2008. We continued to execute our strategy of filing smaller, more frequent rate recovery mechanisms. On July 30, we requested approval from the Oklahoma Corporation Commission to recover an additional $5 million annually for incremental capital investment. If approved as proposed, this capital recovery mechanism will contribute $12.6 million of annual margin in the future. Also in July, the Oklahoma Corporation Commission approved an expense recovery mechanism that will allow collection of an additional $7.2 million for pipeline integrity management cost that we had previously incurred and deferred.

Operating results in Texas improved due to the benefit of the $3.1 million annual rate settlement in our El Paso jurisdiction, along with one month's benefit of the South Texas rate case. During the quarter, we filed $1.1 million application for capital recovery in El Paso, accompanied by capital recovery and cost to service adjustments in some of our smaller Texas jurisdictions. While our bad debt levels are trending favorably in comparison with regional and national industry benchmarks, we are taking additional proactive measures to minimize future bad debt cost, given the projections of higher commodity prices this winter.

Actions underway include a risk litigation strategy that incorporates education, customer program, and regulatory and operational initiatives. We already have fuel related bad debt recovery mechanisms that cover the Kansas jurisdiction, our coldest territory, and some of our Texas jurisdictions, our warmest territories. And yesterday, we filed for fuel related bad debt recovery in Oklahoma, our largest service territory.

Our integrated strategy in the distribution segment focused on rate, cost control, and growth through efficient capital investment has continued to deliver positive results and we remain committed to that strategy.

On a final note we're pleased to be recognized as leading performers in the 2008, American Gas Association Operations, Best Practices Benchmarking Program for emergency response. All three of our utilities ranked in the top quartile, demonstrating our continued commitment to safety and operational excellence. John, that concludes my remarks.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Thanks, Jim. Before, opening it up to questions let me make just a few additional comments. As discussed, we have updated and increased both ONEOK and ONEOK Partners 2008 earnings guidance. The increases reflect a strong first half performance of ONEOK Partners, and the expectation that the partnership will continue to benefit from volume growth in both natural gas and natural gas liquids businesses, as well as the continuing strong commodity prices, which even though currently lower than the earlier highs this year, are still expected to be significantly higher than last year's levels.

We're also raising guidance for distribution, reflecting our strong first half performance in this segment. But, are lowering energy services guidance to reflect the lower first half performance, and the lower storage transportation and marketing margins we anticipate for the balance of the year. Although, it's typical for this segment to experience lower earnings in the second and third quarters, we have and we will continue to review this segments performance, particularly the impact that lower natural gas price volatility and seasonal storage differentials will have on its future earnings potential.

One final note on energy services; the employees in this business have performed exceptionally, and have not been content to just accept the market conditions we're experiencing. They are conducting a thorough review of all aspects of the business, looking for opportunities to mitigate the adverse market conditions and build a better and stronger business. ONEOK's updated guidance, also illustrates the benefit that ONEOK receives from its general partner, and its 47.7% interest in ONEOK Partners.

Our interests are clearly aligned, demonstrating that ONEOK Partners is ONEOK's growth vehicle. We're pleased with the quarter's performance and as our increased guidance indicate, very confident that we are well-positioned to maintain that momentum, and continue to grow in the future. Our success this quarter, and year-in and year out, is the result of the contributions and commitment of our 4500 plus employees. Without their hard work, our performance would not have been possible; my thanks, to all of them.

Operator, we're now ready for questions.

Question And Answer

Operator

[Operator Instructions]. And, the first question is from John Olson from Houston Energy.

John Olsen - Houston Energy

Hello, gentlemen.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Hello, John.

John Olsen - Houston Energy

The... what I was interested in mainly is what the capital spending profile now looks like for 2008. And John, or Jim you mentioned the spending at OKS $300 to $500 million a year going out. But, what does the overall profile look for '08, '09, and I know you can't be precise about '10, '11 and '12, but what kind of numbers are you looking at?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Curtis, do you want to answer that one?

Curtis L. Dinan - Sr. Vice President, Chief Financial Officer and Treasurer

Yes, John, this is Curtis.

John Olsen - Houston Energy

Hello Curtis.

Curtis L. Dinan - Sr. Vice President, Chief Financial Officer and Treasurer

Hi how are you?

John Olsen - Houston Energy

Fine

Curtis L. Dinan - Sr. Vice President, Chief Financial Officer and Treasurer

For the first part, 2008 I had mentioned the partnership. It's been about $500 million, in our growth capital. For the full year, we expect growth capital to be about $1.2 billion, and with another $84 million of maintenance capital. So, that leaves about $700 million of growth to be spent over the balance of 2008. And we spent fairly ratably. Looking out into 2009, I think we're in the $150 to $200 million range at that point. And then as John mentioned, when we get into 2010 and beyond, it's the $300 to $500 million range.

John Olsen - Houston Energy

Yes, and that's for OKS, what about OKE, Curtis? Just the rest of the distribution in particular, and whatever you are putting into... whatever you put into energy services in the way of capital spending?

Curtis L. Dinan - Sr. Vice President, Chief Financial Officer and Treasurer

We haven't changed our overall plan, which is a $182 million for 2008. So far, through the second quarter in distribution, we've spend about $70 million. So... and the total plan for it for the full year is a $170 million. It's pretty typical but we don't spend quite half in the first part of the year that more of that type of spending is in the second half. It's pretty similar to the pattern we experienced in 2007. And then, so if the total is $182 million; $170 million of it is in distribution that leaves $12 million for our corporate and energy services.

John Olsen - Houston Energy

Alright. And '09 and '10 was that number still a pretty good one for... in round numbers, I know were the $180 million, $200 million... $270 million, whatever?

Curtis L. Dinan - Sr. Vice President, Chief Financial Officer and Treasurer

Right, we've been pretty consistent about that $180 million number

John Olsen - Houston Energy

Okay. Thank you very much.

Curtis L. Dinan - Sr. Vice President, Chief Financial Officer and Treasurer

Thank you.

Operator

And next question is from Michael Brunt [ph] from Wachovia.

Unidentified Analyst

Hi, good morning everyone.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Hello, Michael.

Unidentified Analyst

First John, I just wanted to make sure, I heard you correctly, in terms of the expected returns on the organic projects at OKS, essentially... what I heard you say is that you expect to get essentially the same sort of returns that you're going to get, prior to the revisions to the CapEx, is that correct?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

That's correct.

Unidentified Analyst

Okay. Thank you. Other questions were in the processing segment, you talked about improved contract terms, and you kind of alluded to the breakout, right now you have of contracts, what does it mean by improved contract terms?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Jim, you want to?

James C. Kneale - President and Chief Operating Officer

Michael, I think as an ongoing part of that business, contracts to gather and process gas, either they expire by their natural terms and you renew them, or as you add new volumes... the current contracts might reflect, terms and conditions that were different than your existing old portfolio. So, you're continuingly trying to upgrade, the returns that you get on that activity.

Unidentified Analyst

So, for example, percent of proceeds contracts maybe you're getting a better cut.

James C. Kneale - President and Chief Operating Officer

Well, it could be that, it could be... the fuel retained, I mean there is a lot of conditions in those contracts. But yes, that's a good example.

Unidentified Analyst

Okay. In the storage, in natural gas pipeline segment, you talked about your... the storage fees are going up. What's driving that increase in storage fees would you say?

James C. Kneale - President and Chief Operating Officer

Well, I think we've seen across the country, but even as in our energy services business, as they lease storage... just storage has become more valuable in the marketplace generally, across country. And so, as contracts roll off, or they can be renegotiated in the partnership who owns storage they take advantage of that and try to increase the fees to more reflect the current market.

Unidentified Analyst

Okay. And my last question on Fort Union Gas Gathering, you substantially increased the capacity there. Where do you stand in terms of utilization on that system right now?

James C. Kneale - President and Chief Operating Officer

Well, just generally, Fort union... the capacity expansion was in recognition that we would need more capacity. So, I think right now it's about 1.2 bcf, it was about 700,000. So we've increased the capacity again, to as more supply becomes available up there.

Unidentified Analyst

Okay. Thank you.

Operator

The next question is from Ross Green [ph] from Wachovia.

Unidentified Analyst

How're you doing guys?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Hi.

Unidentified Analyst

First question is on the energy services for OKE. Obviously, that was down a little... down somewhat year-over-year, and you're expecting it to comeback. Do you see any long-term impacts from wrecks, as it relates to the profitability of that division or not?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

I think, wreck's has had an impact on differentials. And, I think as has been demonstrated over time, the reduction of volatility, or reduction in the basis differential should have an impact on energy services.

Unidentified Analyst

Okay. Also on the natural gas storage, demand is going up, over the last several years. What is your expectation for one or two years from now is that trend continuing or for some reason, would that shrink in some fashion?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Well, most of the contracts we enter into for storage are term greater than one year. So, and we stagger them. So, we see the trend continuing to increase. And because of the staggered terms, and the longer terms we benefit from that out in the partnership over time.

Unidentified Analyst

Okay. And one last one, if Williams chooses to participate in Overland any expectation on timing on that, or what does the contract allow for?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Well, as we've said before, the contract allows them to increase their ownership in Overland Pass, for a period of two years after the pipeline begins its initial flow.

Unidentified Analyst

Okay.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

And they have the opportunity to increase it and not to get too specific, up to 50%. And it's a one time shot, and I can't tell you where they're --- what they're thinking right now, you might ask them.

Unidentified Analyst

Okay. So, I mean you captured a 100% of it for at least two years. Okay?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

No, no that's not I what I said. We don't capture... they have the option to increase their equity, during that two-year period of time.

Unidentified Analyst

Okay.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

If they choose not to, we'd captured 99%. If they choose to exercise on the other extreme, the option all the way to 50%, we would capture 50%.

Unidentified Analyst

Okay.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

On Overland Pass but we would capture 100% on all of our fully integrated NGL infrastructure that we own 100%.

Unidentified Analyst

Right, which is going to benefit in a huge way, okay, alright, thanks.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Yes, sir.

Operator

[Operator Instructions]. The next question is from Alice [indiscernible] from RBC Capital Management.

Unidentified Analyst

Good morning.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Good morning.

Unidentified Analyst

I have follow-up question please, in regards to storage and energy services. During the first quarter, and at during that earnings call, you had updated us that there were additional drives on storage beyond that, which was planned for by customers.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Okay.

Unidentified Analyst

And I wonder, you also mentioned during this call that there is increased working capital requirement, some of which is due to storage. Is there a way to quantify, the impact of those drives during first quarter, if any, to as you enter the second half of this year, in terms of both current storage levels and costs associated with that?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

We had a bit of a transmission problem, and really didn't hear your question very well is there any chance that you might repeat that?

Unidentified Analyst

I apologize can you hear me better now?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Oh I'm hearing much better.

Unidentified Analyst

Okay great, my apologies. My question was in regards to storage and energy services. During first quarter, you had updated us that there were additional drives on storage beyond those which were planned, during the winter, by customers. And during this call, you had updated us that there are also increased working capital requirements, some of which were due to storage needs. I wonder if, there is any impact or implication of those additional drives from first quarter, as you enter the second half of this year, both in terms of current storage levels, as well as any associated cost?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Yeah, I think, Jim can answer that. Thank you for repeating that question, by the way.

Unidentified Analyst

My apologies.

James C. Kneale - President and Chief Operating Officer

No, that's okay. Let me take a shot at that, and if I don't answer your question, let me know and because maybe I'm still an off base. Yes our amount of storage gas and storage coming into the first quarter of '08, was lower than what was about normal, a little lower than normal. And then, with the colder January and February, we had larger pulls than typically. So, when we got out of the heating season, our gas and storage was a bit below maybe, historically, where we've been. But, definitely not below where we have been in certain years. Now, as we've entered injection season, if you look at the amount of gas and storage right now, and compare in our storage, at energy services, compared to a year ago, we're below, where we were. But, that's on purpose, and part of that is because of the high price environment we were in, as little as two or three weeks ago. We were delaying injections, just hoping and maybe forecasting that we might have a pull back in price. We still have adequate time to fill our storage for this coming winter. And we're in the process of doing that. In terms of working capital, the gas price is a little higher than probably it was last year. Not as high as it looked like it was going to be a month ago. With the additional capacity on our credit facility that Curtis talked about, we feel like we have more than adequate capacity to fund and carry the fill the storage coming into this winter season. So, did I answer your question?

Unidentified Analyst

Yes, you did. I appreciate that. Thank you very much.

Operator

The next question is from Rebecca Followill from Tudor Pickering.

Rebecca Followill - Tudor Pickering & Co.

Good morning. Question for you on coverage ratios at ONEOK Partners it light of a really good quarter, and higher commodity prices and a lot of big projects, fairly coming on line after a big CapEx spend?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

And you're...

Rebecca Followill - Tudor Pickering & Co.

Yeah and my question is what, my question is really, I mean how do you balance with commodity prices being so high, and so coverage ratios are much greater. But, you want a cushion there. And, you've got some big projects coming along, how much of that is going to flow through to the unit holders?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Well, I think you have hit on the two things that we continue to look at, as it relates to coverage. One of them is, get the projects up and running. And that is very important for us. So, we could be very aggressive, and say that based on predictions we're going to revise our coverage. We are going to get the projects completed, and flowing and earnings coming in the door. We will adjust accordingly. Second thing, as it relates to the high commodity prices is, we as an industry have talked about high commodity prices for sometime. Some of us are waiting for them to come down, some of us are expecting them to go up; while others think they're going to stay the same. So, as it relates to the impact on product pricing to coverage, we are also trying to determine... take a longer term view and its impact on coverage. I think Rebecca the two of those are going to come together in our way of thinking approximately at the same time. And we will then be able to with much more confidence address that coverage issue. But, as we have said, as we continue to increase distributions, and we are obviously aligned with our unit holders to increase those distributions, we will remain focused on looking for the opportunities. And that's why we have all these internal growth projects, and we'll continue to look for acquisitions, so that we can go on. I hope I answered your question, but if I didn't come at me again.

Rebecca Followill - Tudor Pickering & Co.

Kind of sort of, I guess the question is, with these projects getting completed you've been raising your distributions gradually, and coverage ratios have been growing, because the projects have come not online, and because commodity prices have been higher, can we expect a ramp up, in the rate of distribution growth once new projects are up and running?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

And what with... the answer is yes, provided that those things happen, yes. But, we're not going to do that until we have some confidence amongst ourselves that that is going to happen. So, I'm not committing to that. But, I'm stating that, if those things do occur...

Rebecca Followill - Tudor Pickering & Co.

And commodity prices hang in there?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Yes.

Rebecca Followill - Tudor Pickering & Co.

Okay.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Then we look for the opportunity to further increase our distributions.

Rebecca Followill - Tudor Pickering & Co.

When you look at the minimum distributions that you would have, is there some floor in commodity prices that you use, in looking at that? You say that... I'm going to base this on if commodity prices fall to $7 GAAP, and $70 oil for example, I know, I can still maintain my distribution.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Yes.

Rebecca Followill - Tudor Pickering & Co.

Can you go ahead with this?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

No.

Rebecca Followill - Tudor Pickering & Co.

Okay, I got to try. Thank you.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Rebecca.

Rebecca Followill - Tudor Pickering & Co.

Yes?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

The one thing that I... maybe we need to focus on, is that most of these projects are going to generate incremental EBITDA or revenue, in the form of fees. And, on the issue you're raising about commodity prices, we continue to try to be successful in increasing our exposure to fee, and moving away from commodity. That's one of strategies, so that we can continue with confidence to increase our distribution. So, there are floors [ph] there are sensitivities that we do. But, our overarching strategy inside the partnership, is to move just for that reason

Rebecca Followill - Tudor Pickering & Co.

[indiscernible] issue. Going forward?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Right.

Rebecca Followill - Tudor Pickering & Co.

Perfect, thank you guys.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Thank you.

Operator

The next question is from Kathleen [indiscernible] from HWA.

Unidentified Analyst

Good morning. Jim commented that you were seeing increased no-notice contracts. Do you need to add to storage capacity in order to serve those new customers, or do you have adequate storage already in place?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Jim?

James C. Kneale - President and Chief Operating Officer

Kathleen, the short answer is no, we don't need that capacity. Historically if you recall, when we talk about this business generally have maybe 25% to 30% of our capacity isn't Sold to customers for winter service, for a number of reasons; one if it gets really cold and we need more gas, or if market opportunities present themselves. So, we are continually adjusting that and well, I guess, in addition we're continually adjusting that portfolio as storage leases roll off, and looking at where we can add storage. So, it maybe more strategic, so again, that's the longer answer to the short answer of no, we don't need to add capacity.

Unidentified Analyst

Okay. Are you considering releasing any of your storage capacity Jim? Or are you pretty comfortable with the mix?

James C. Kneale - President and Chief Operating Officer

Kathleen I think at this point in time, we're comfortable. But, it rolls off. We have, if they are staggered terms, so, we have capacity rolling off all the time. And every time that happens, the energy services team, brings the decision of what... of leasing new capacity to the risk over site committee, to justify why we need it what customer is this going to serve, and what the return is going to be. So, that's an ongoing process, so it's just hard to project.

Unidentified Analyst

Okay.

James C. Kneale - President and Chief Operating Officer

I don't see it increasing significantly in the future, unless we have a significant increase in no-notice service.

Unidentified Analyst

Is the geographic mix where you want it Jim?

James C. Kneale - President and Chief Operating Officer

At this point in time, yes.

Unidentified Analyst

Okay. The next question, are there assets for sale. Have you seen an increase in the number and quality of assets that are being offered to you all?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

We have seen here just in the last month or so, some increase in what I would call feelers, people that... predominantly investment bankers, they call you up and tell you that they understand this piece maybe for sale or that piece, but nothing hard and fast.

Unidentified Analyst

Okay. And final question has the financial liquidity issues of a lot of the banks impacted how you see liquidity in your gas trading operation?

James C. Kneale - President and Chief Operating Officer

Kathleen, I think, might point back to a comment Curtis made and it wasn't... what we... our credit group looks at our counter parties that we trade with also. And throughout this process, we have actually cut back trading with some of those, because our credit group became concerned about how much we had. But overall, I'd say we're not having trouble executing trades. It's just really trying to pay really close attention as we always have to the financial capacity of those counter parties.

Unidentified Analyst

Okay. Alright, thanks so much guys, I appreciate it.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Thank you Kathleen.

Operator

The next question is Ed Seigel [ph] from Orio [ph] Capital.

Unidentified Analyst

Yes, thanks. Good afternoon, everybody. I have one long question, hopefully, it's I can ask it properly. And that is, when you think of the distribution coverage ratio, and you answered the question. But, can you also maybe put it into context of the capital markets today, and the fact that by generating as much excess cash flow as you're generating that it does mitigate your financing needs going forward. So, how does that sort of fit into the equation or does it fit into the equation. And then, if you could tie that into the $300 to $500 million of growth CapEx that you're contemplating over the 2010 to 2015 timeframe. And perhaps, if you could speak to what kind of trends are you looking at, as related to those projects. And are those projects, quick turnaround projects, or is it $1.5 billion pipeline that's going to take three years to build?

James C. Kneale - President and Chief Operating Officer

Keith, on your comment regarding the distribution coverage ratio, that's an excellent point. I wish I had thought of that when Rebecca was on the phone. She asked a great question. But, that too is something we consider, is how are we going to fund... continue to fund this growth. So, part of this answer is for Rebecca as well, and that is that, when you look at how we've financed our growth, we've financed a lot of it from our cash flow from our business. And, we'll continue to do that. So, it being, how we fund growth, does fit into the equation of our distribution coverage ratio, as it relates to the opportunities, the $300 to 500 million in 2010, 2015. They're predominantly in our natural gas liquids business. There are some in natural gas. They are going to be more of the singles and doubles, and less triples and home runs on a reality side. And the $300 to $500 million per year does exclude what I would consider to be a large capital intensity projects say the size of the Overland Pass. And we candidly see some opportunities for things like that. But, we don't have those at this time included in that $300 to $500 million.

Unidentified Analyst

And John, can you just sort of speak to the trends that you're thinking about over the next five years that will allow or will present that type of opportunities is it sort of just extrapolating what we see today, and thinking that those trends will continue or is there anything else that you might be thinking about.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Sure. Well, the trends are obviously driven by growth, in the natural gas liquids production. We're all aware of the tremendous opportunities on natural gas side to move new natural gas reserves to market. But, very much the same thing is true on the natural gas liquids side, where we are starting to finally see an increase overall in natural gas liquids production in the United States. But, all of that is showing up in different places. And what its doing is we think longer term putting pressure on the supply of both pipe and fractionation and storage and marketing services. And that is an area where we, obviously have, and we will continue to focus to grow. So, if there is signpost out there, it is natural gas liquids production, and then you can work backwards to second and third order effects, or set another way things that drive the amount of NGL production, and those are some of the things that we stay very, very close to.

Unidentified Analyst

And then, the last question would be, would you anticipate that the returns would be comparable to what you're realizing today, or better or worse?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Well, I'd start out by saying comparable. But I also feel fairly confident that they're going to be better, based on what I've seen. But, we've not announced any and that I'd say that's the trend.

Unidentified Analyst

Thank you so much.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

You bet.

Operator

The next question is from Mark Easterbrook from RBC Capital Market.

Mark Easterbrook - RBC Capital Market

Yes. Just a quick question, looking at the revised guidance for 2008, the both the maintenance CapEx and the interest expense lines, came down pretty substantially. Can you go into sort of what the driving factors are out there? Was it just on maintenance CapEx, that some of the projects, some of the maintenance was moved out to 2009. And, maybe why the interest expense line came down substantially, versus the previous guidance?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

You bet Mark, Curtis?

Curtis L. Dinan - Sr. Vice President, Chief Financial Officer and Treasurer

Yes. Mark, the interest expense is a couple of factors; one just overall rates, are a little bit lower than what we are experiencing than we originally had in our model. And then the second thing is, just what we were talking about a few minutes ago, with the strong cash flows that we've had, our borrowings have actually been less in 2008 than we had originally anticipated. So, primarily those two factors are lowering the interest expense line. Jim, can answer a little bit more of your question on the maintenance capital.

James C. Kneale - President and Chief Operating Officer

I think the... first, to put it in perspective, I think, if you look at even our revised guidance for maintenance capital it's up over the prior year. But, we did lower the expected amount slightly for this year. And a lot of that has to do with when we put that budget together initially, we were predicting different things, and when you might to over haul this, or do a turnaround on this, and a lot to it has to do with flow that's going through, and time. And so, often it can just be the where those expenditures fall, and as we sat and looked at this budget it just appeared that we won't need quite as much maintenance capital this year, as we projected last December.

Mark Easterbrook - RBC Capital Market

So, will it be fair to say that that $84 million in maintenance CapEx for the year is a good run rate for next year too, or would that maybe move up a bit?

James C. Kneale - President and Chief Operating Officer

No, I'd say that's probably pretty close to what we're looking at. And again, we continue to add new facilities and new lines. So, you could see that go up a little bit. But, right now it looks like a pretty good number.

Mark Easterbrook - RBC Capital Market

Okay. Thanks.

Operator

Your next question is from Michael Blum from Wachovia.

Michael Blum - Wachovia

Hi the question has been answered already. Thank you.

Operator

Your next question is from Louis Shanney from Zimmer Lucas

Louis Shanney - Zimmer Lucas

Hi, excellent numbers everybody, and congratulations.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Thank you, Louis.

Louis Shanney - Zimmer Lucas

I had few questions; first of, considering Williams as an option on Overland Pass, what's the sensitivity to that $360 million EBITDA number, where they'd exercise that getting 2010?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

I'm not quite sure, I connected on that question. Try that on me again.

Louis Shanney - Zimmer Lucas

Sure, you guys have guided to $360 million of EBITDA from your capital projects in 2010. And, I was just wondering if Williams were to exercise and not take the full amount, take the full 50% of Overland Pass, what would that number changed to that $360 million?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Jim do you have that information?

James C. Kneale - President and Chief Operating Officer

Yes, Louis I think, when we just redid those numbers, if I remember what I saw and what's in there, I think it would reduce that about $30 million a year. But again, then you have to put in perspective if they buy into that project so we will get... they ramp up the 50% they would just what that numbers is predicated on that will give us a lot of capital returns which we either won't... and we wouldn't be in the capital markets. So, it either would be whether it was equity or debt. So, you've got that offsetting factor that I just... I haven't run all those numbers. So, I don't have that right now.

Louis Shanney - Zimmer Lucas

Oh, yes, I agree with you that there is a major, excuse me, a major offset there. I just wanted a sense for what the EBITDA in that was. Does that include the Piceance collateral, the $30 million?

James C. Kneale - President and Chief Operating Officer

Yes.

Louis Shanney - Zimmer Lucas

Great. Okay, other thing is I wanted to ask about, through your natural gas pipeline segment, you had a very strong second quarter, and you revised up numbers pretty significantly. Can we see that as a good run rate going forward into 2009, and beyond?

James C. Kneale - President and Chief Operating Officer

Louis, I think, yes, but it gets back to all the discussion on the distribution. Part of that increase is related to the retain fuel, that we then turnaround and sell into the market which is natural gas. So, there is somewhat of a commodity exception, I mean expectation in there. So, that's part of the reason for the increase. But, I don't have the percentage of what that is. Maybe... I just don't have it. But, so some of it will remain, some of it is subject to commodity price.

Louis Shanney - Zimmer Lucas

Okay, that's good. And, in terms of the 2009 CapEx budget, has that changed at all. I think I thought you guys said something like 150 to 200 was that growth plus maintenance or just growth?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

I don't think it's changed Louis.

Louis Shanney - Zimmer Lucas

Okay.

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

And, can't think of anything that caused it to change.

Louis Shanney - Zimmer Lucas

Okay. In terms of the GMP [ph] CapEx budget, that's increased since your last estimate. What's driving that? And what kind of returns do you expect from that increased CapEx?

John W. Gibson - Chief Executive Officer, ONEOK Inc.; Chairman, President and Chief Executive Officer, ONEOK Partners, L.P.

Jim?

James C. Kneale - President and Chief Operating Officer

Well, what's driving it as I mentioned in my remarks are well connects, in that segment are up, over last year significantly. And that's a result of all the drilling going on. As to returns on that capital, that's a number we haven't provided and I don't want to provide. But they're good returns.

Louis Shanney - Zimmer Lucas

Great. And then, I guess, as the last thing, I think that this was discussed on the call, but could you go over what the volume expectations are, for the NGL projects, I guess, Overland and Piceance and Arbuckle?

James C. Kneale - President and Chief Operating Officer

Yes Louise we've covered those in our remarks. If you want, I hate to take time again, you might call Christi or Dan later, and we could review that with you or it's in the transcript.

Louis Shanney - Zimmer Lucas

Okay. So, I guess, I'll look to the transcript. Thanks for answering my questions.

Dan Harrison - Vice President, Communications and Investor Relations

Okay. Well, thank you everyone. This concludes the ONEOK and ONEOK Partners call. As a reminder, our quite period for the third quarter will start when we close our books in early October, and will extend until earnings are released. We'll provide a reporting date and conference call information for the third quarter at a later date. One other announcement ONEOK and ONEOK Partners will hold there Annual Investor Day in the New York in October 2. We'll be sending a save the date email to everyone later this week, followed by a conference registration link later in August. Christy Williamson and I will available throughout the day for follow-up questions. Thank you for joining us, and good day.

Operator

Ladies and Gentlemen, thank you for participating in today's conference. This concludes the program. You may now disconnect.

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