UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, ~~2021.~~2022.

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________.

Commission file number 001-13643

ONEOK, Inc.

(Exact name of registrant as specified in its charter)


Oklahoma			73-1520922
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

100 West Fifth Street,

Tulsa,

74103

(Address of principal executive offices)

(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value of $0.01	OKE	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On ~~July 26, 2021,~~August 1, 2022, the Company had ~~445,660,920~~446,862,227 shares of common stock outstanding.

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ONEOK, Inc.

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Part I.	Financial Information	Page No.
Item 1.	Financial Statements (Unaudited)	6
	Consolidated Statements of Income - Three and Six Months Ended June 30 , 2022 and 2021 ~~and 2020~~	6
	Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30 , 2022 and 2021 ~~and 2020~~	7
	Consolidated Balance Sheets - June 30 ~~2021,~~, 2022, and December 31, ~~2020~~2021	8
	Consolidated Statements of Cash Flows - Six Months Ended June ~~30, 2021~~ 3 0 , 2022 and ~~2020~~2021	11
	Consolidated Statements of Changes in Equity - Three and Six Months Ended June 30 , 2022 and 2021 ~~and 2020~~	12
	Notes to Consolidated Financial Statements	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4546
Item 4.	Controls and Procedures	4748
Part II.	Other Information	48
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4849
Item 3.	Defaults Upon Senior Securities	4849
Item 4.	Mine Safety Disclosures	4849
Item 5.	Other Information	4849
Item 6.	Exhibits	4849
Signature		5051

As used in this Quarterly Report, references to “we,” “our” or “us” refer to ONEOK, Inc., an Oklahoma corporation, and its predecessors and subsidiaries, unless the context indicates otherwise.

The statements in this Quarterly Report that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements. Forward-looking statements may include words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “target,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “will,” “would” and other words and terms of similar meaning. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations “Forward-Looking Statements,” and Part II, Item 1A, “Risk Factors,” in this Quarterly Report and under Part I, Item 1A, “Risk Factors,” in our Annual Report.

INFORMATION AVAILABLE ON OUR WEBSITE

We make available, free of charge, on our website (www.oneok.com) copies of our Annual Reports, Quarterly Reports, Current Reports on Form 8-K, amendments to those reports filed or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act and reports of holdings of our securities filed by our officers and directors under Section 16 of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC. Copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Director Independence Guidelines, Corporate Sustainability Report ~~Response to COVID-19~~ and the written charters of our Board Committees also are available on our website, and we will provide copies of these documents upon request.

In addition to our filings with the SEC and materials posted on our website, we also use social media platforms as additional channels of distribution to reach public investors. Information contained on our website, posted on our social media accounts, and any corresponding applications, are not incorporated by reference into this report.

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GLOSSARY

The abbreviations, acronyms and industry terminology used in this Quarterly Report are defined as follows:



$2.5 Billion Credit Agreement			ONEOK’s $2.5 billion revolving credit agreement, as amended and restated
AFUDC			Allowance for funds used during construction
Annual Report			Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021
ASU			Accounting Standards Update
Bbl			Barrels, 1 barrel is equivalent to 42 United States gallons
BBtu/d			Billion British thermal units per day
Bcf			Billion cubic feet
~~Bcf/d~~Btu			~~Billion cubic feet per day~~British thermal unit
CFTC			U.S. Commodity Futures Trading Commission
Clean Air Act			Federal Clean Air Act, as amended
COVID-19			Coronavirus disease 2019, including variants thereof
DJ			Denver-Julesburg
EBITDA			Earnings before interest expense, income taxes, depreciation and amortization
EPA			United States Environmental Protection Agency
EPS			Earnings ~~(loss)~~ per share of common stock
ESG			Environmental, social and governance
Exchange Act			Securities Exchange Act of 1934, as amended
FERC			Federal Energy Regulatory Commission
Fitch			Fitch Ratings, Inc.
GAAP			Accounting principles generally accepted in the United States of America
Guardian Pipeline			Guardian Pipeline, L.L.C., a wholly owned subsidiary of ONEOK, Inc.
Guardian Term Loan Agreement			Guardian Pipeline’s senior unsecured three-year $120 million term loan agreement dated June 24, 2022
GHG			Greenhouse gas
Homeland Security			United States Department of Homeland Security
ICE			Intercontinental Exchange
Intermediate Partnership			ONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of ONEOK Partners, L.P.
LIBOR			London Interbank Offered Rate
MBbl/d			Thousand barrels per day
MDth/d			Thousand dekatherms per day
MMBbl			Million barrels
MMBbl/d			Million barrels per day
MMBtu			Million British thermal units
MMcf/d			Million cubic feet per day
Moody’s			Moody’s Investors Service, Inc.
~~Natural Gas Act~~			~~Natural Gas Act of 1938, as amended~~
NGL(s)			Natural gas liquid(s)
NGL products			Marketable natural gas liquid purity products, such as ethane, ethane/propane mix, propane, iso-butane, normal butane and natural gasoline
Northern Border Pipeline			Northern Border Pipeline Company, a 50% owned joint venture
NYMEX			New York Mercantile Exchange
ONEOK			ONEOK, Inc.
ONEOK Partners			ONEOK Partners, L.P., a wholly owned subsidiary of ONEOK, Inc.
OPIS			Oil Price Information Service
Overland Pass Pipeline			Overland Pass Pipeline Company, LLC, a 50% owned joint venture
PHMSA			United States Department of Transportation Pipeline and Hazardous Materials Safety Administration
POP			Percent of Proceeds
Quarterly Report(s)			Quarterly Report(s) on Form 10-Q
Roadrunner			Roadrunner Gas Transmission, LLC, a 50% owned joint venture
S&P			S&P Global Ratings
SCOOP			South Central Oklahoma Oil Province, an area in the Anadarko Basin in Oklahoma
SEC			Securities and Exchange Commission
Series E Preferred Stock			Series E Non-Voting, Perpetual Preferred Stock, par value $0.01 per share

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SOFR			Secured Overnight Financing Rate
STACK			Sooner Trend Anadarko Canadian Kingfisher, an area in the Anadarko Basin in Oklahoma

Term SOFR			The forward-looking term rate based on SOFR
WTI			West Texas Intermediate
XBRL			eXtensible Business Reporting Language

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


ONEOK, Inc. and Subsidiaries	ONEOK, Inc. and Subsidiaries									ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME	CONSOLIDATED STATEMENTS OF INCOME									CONSOLIDATED STATEMENTS OF INCOME
		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
(Unaudited)	(Unaudited)	2021		2020		2021		2020		(Unaudited)	2022		2021		2022		2021
		(Thousands of dollars, except per share amounts)									(Thousands of dollars, except per share amounts)
Revenues	Revenues									Revenues
Commodity sales	Commodity sales	$	3,074,773	$	1,343,557	$	5,910,882	$	3,152,177	Commodity sales	$	5,650,803	$	3,074,773	$	10,756,014	$	5,910,882
Services	Services	314,191		317,172		672,761		645,224		Services	345,918		314,191		685,316		672,761
Total revenues (Note K)		3,388,964		1,660,729		6,583,643		3,797,401
Total revenues (Note J)										Total revenues (Note J)	5,996,721		3,388,964		11,441,330		6,583,643
Cost of sales and fuel (exclusive of items shown separately below)	Cost of sales and fuel (exclusive of items shown separately below)	2,366,979		940,458		4,488,489		2,217,386		Cost of sales and fuel (exclusive of items shown separately below)	4,877,999		2,366,979		9,243,947		4,488,489
Operations and maintenance	Operations and maintenance	212,319		190,138		419,477		365,234		Operations and maintenance	230,687		212,319		445,093		419,477
Depreciation and amortization	Depreciation and amortization	156,921		140,416		314,041		272,769		Depreciation and amortization	157,757		156,921		311,615		314,041
Impairment charges		0		0		0		604,024
General taxes	General taxes	41,940		34,326		86,379		66,270		General taxes	46,777		41,940		96,288		86,379
Gain on sale of assets		(707)		(339)		(976)		(543)
Other operating (income) expense, net										Other operating (income) expense, net	(5,449)		(707)		(7,019)		(976)
Operating income	Operating income	611,512		355,730		1,276,233		272,261		Operating income	688,950		611,512		1,351,406		1,276,233
Equity in net earnings from investments (Note I)		25,720		25,328		59,040		69,955
Impairment of equity investments (Note I)		0		0		0		(37,730)
Equity in net earnings from investments (Note H)										Equity in net earnings from investments (Note H)	35,630		25,720		71,970		59,040
Allowance for equity funds used during construction	Allowance for equity funds used during construction	426		3,854		1,238		19,263		Allowance for equity funds used during construction	594		426		965		1,238
Other income		7,005		17,693		7,220		34,168
Other expense		(7,498)		(6,176)		(12,735)		(18,124)
Interest expense (net of capitalized interest of $5,443, $16,473, $10,538 and $47,618, respectively)		(184,957)		(218,968)		(370,480)		(359,584)
Income (loss) before income taxes		452,208		177,461		960,516		(19,791)
Income tax (expense) benefit		(110,069)		(43,140)		(232,201)		12,255
Net income (loss)		342,139		134,321		728,315		(7,536)
Other income (expense), net										Other income (expense), net	(9,324)		(493)		(22,846)		(5,515)
Interest expense (net of capitalized interest of $13,519, $5,443, $25,239 and $10,538, respectively)										Interest expense (net of capitalized interest of $13,519, $5,443, $25,239 and $10,538, respectively)	(170,751)		(184,957)		(342,805)		(370,480)
Income before income taxes										Income before income taxes	545,099		452,208		1,058,690		960,516
Income taxes										Income taxes	(130,721)		(110,069)		(253,141)		(232,201)
Net income										Net income	414,378		342,139		805,549		728,315
Less: Preferred stock dividends	Less: Preferred stock dividends	275		275		550		550		Less: Preferred stock dividends	275		275		550		550
Net income (loss) available to common shareholders		$	341,864	$	134,046	$	727,765	$	(8,086)
Net income available to common shareholders										Net income available to common shareholders	$	414,103	$	341,864	$	804,999	$	727,765

Basic EPS (Note G)	Basic EPS (Note G)	$	0.77	$	0.32	$	1.63	$	(0.02)	Basic EPS (Note G)	$	0.93	$	0.77	$	1.80	$	1.63

Diluted EPS (Note G)	Diluted EPS (Note G)	$	0.77	$	0.32	$	1.63	$	(0.02)	Diluted EPS (Note G)	$	0.92	$	0.77	$	1.80	$	1.63
Average shares (thousands)	Average shares (thousands)									Average shares (thousands)
Basic	Basic	446,337		419,722		446,116		417,002		Basic	447,451		446,337		447,288		446,116
Diluted	Diluted	446,903		420,116		446,894		417,002		Diluted	448,182		446,903		448,293		446,894

See accompanying Notes to Consolidated Financial Statements.

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ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended Six Months Ended
June 30, June 30,
(Unaudited)
2021 2020 2021 2020

(Thousands of dollars)
Net income (loss) $ 342,139 $ 134,321 $ 728,315 $ (7,536)
Other comprehensive income (loss), net of tax
Change in fair value of derivatives, net of tax of $51,692, $13,898, $41,835 and $45,603, respectively (173,054) (46,530) (140,056) (152,671)
Derivative amounts reclassified to net income (loss), net of tax of $(10,516), $(4,840), $(22,877) and $(322), respectively 35,204 21,013 76,591 5,849
Change in retirement and other postretirement benefit plan obligations, net of tax of $(1,567), $(1,064), $(2,654) and $(2,128), respectively 5,247 3,561 8,885 7,123
Other comprehensive income (loss) of unconsolidated affiliates, net of tax of $970, $1,064, $(1,369) and $3,347, respectively (3,244) (3,561) 4,586 (11,204)
Total other comprehensive loss, net of tax (135,847) (25,517) (49,994) (150,903)
Comprehensive income (loss) $ 206,292 $ 108,804 $ 678,321 $ (158,439)


ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Unaudited)	2022		2021		2022		2021
	(Thousands of dollars)
Net income	$	414,378	$	342,139	$	805,549	$	728,315
Other comprehensive income (loss), net of tax
Change in fair value of derivatives, net of tax of $(6,639), $51,692, $14,798 and $41,835, respectively	22,226		(173,054)		(49,542)		(140,056)
Derivative amounts reclassified to net income, net of tax of $(21,036), $(10,516), $(40,760) and $(22,877), respectively	70,426		35,204		136,458		76,591
Change in retirement and other postretirement benefit plan obligations, net of tax of $(873), $(1,567), $(1,778) and $(2,654), respectively	2,922		5,247		5,952		8,885
Other comprehensive income (loss) of unconsolidated affiliates, net of tax of $(1,596), $970, $(3,503) and $(1,369), respectively	5,343		(3,244)		11,728		4,586
Total other comprehensive income (loss), net of tax	100,917		(135,847)		104,596		(49,994)
Comprehensive income	$	515,295	$	206,292	$	910,145	$	678,321

See accompanying Notes to Consolidated Financial Statements.

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ONEOK, Inc. and Subsidiaries	ONEOK, Inc. and Subsidiaries					ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS	CONSOLIDATED BALANCE SHEETS					CONSOLIDATED BALANCE SHEETS

		June 30,		December 31,				June 30,		December 31,
(Unaudited)	(Unaudited)	2021		2020		(Unaudited)		2022		2021
Assets	Assets	(Thousands of dollars)				Assets	(Thousands of dollars)
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	374,377	$	524,496	Cash and cash equivalents		$	135,774	$	146,391
Accounts receivable, net	Accounts receivable, net	1,091,982		829,796		Accounts receivable, net		1,778,687		1,441,786
Materials and supplies	Materials and supplies	144,824		143,178		Materials and supplies		154,024		153,019
NGLs and natural gas in storage	NGLs and natural gas in storage	454,760		227,810		NGLs and natural gas in storage		619,880		427,880
Commodity imbalances	Commodity imbalances	14,873		11,959		Commodity imbalances		49,251		39,609
Other current assets	Other current assets	154,807		132,536		Other current assets		288,883		165,689
Total current assets	Total current assets	2,235,623		1,869,775		Total current assets		3,026,499		2,374,374
Property, plant and equipment	Property, plant and equipment					Property, plant and equipment
Property, plant and equipment	Property, plant and equipment	23,393,034		23,072,935		Property, plant and equipment		24,394,512		23,820,539
Accumulated depreciation and amortization	Accumulated depreciation and amortization	4,211,515		3,918,007		Accumulated depreciation and amortization		4,793,293		4,500,665
Net property, plant and equipment	Net property, plant and equipment	19,181,519		19,154,928		Net property, plant and equipment		19,601,219		19,319,874
Investments and other assets	Investments and other assets					Investments and other assets
Investments in unconsolidated affiliates	Investments in unconsolidated affiliates	800,351		805,032		Investments in unconsolidated affiliates		801,315		797,613
Goodwill and net intangible assets	Goodwill and net intangible assets	768,509		773,723		Goodwill and net intangible assets		758,081		763,295

Other assets	Other assets	451,246		475,296		Other assets		339,690		366,457
Total investments and other assets	Total investments and other assets	2,020,106		2,054,051		Total investments and other assets		1,899,086		1,927,365
Total assets	Total assets	$	23,437,248	$	23,078,754	Total assets		$	24,526,804	$	23,621,613

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ONEOK, Inc. and Subsidiaries	ONEOK, Inc. and Subsidiaries					ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS	CONSOLIDATED BALANCE SHEETS					CONSOLIDATED BALANCE SHEETS
(Continued)	(Continued)					(Continued)
		June 30,		December 31,				June 30,		December 31,
(Unaudited)	(Unaudited)	2021		2020		(Unaudited)		2022		2021
Liabilities and equity	Liabilities and equity	(Thousands of dollars)				Liabilities and equity	(Thousands of dollars)
Current liabilities	Current liabilities					Current liabilities
Current maturities of long-term debt (Note D)	Current maturities of long-term debt (Note D)	$	536,107	$	7,650	Current maturities of long-term debt (Note D)		$	895,814	$	895,814

Accounts payable	Accounts payable	1,052,561		719,302		Accounts payable		1,923,761		1,332,391

Commodity imbalances	Commodity imbalances	244,582		186,372		Commodity imbalances		345,806		309,054
Accrued taxes		94,048		89,428

Accrued interest	Accrued interest	244,669		245,153		Accrued interest		235,068		235,602
Operating lease liability	Operating lease liability	14,570		13,610		Operating lease liability		12,305		13,783
Other current liabilities	Other current liabilities	208,064		83,032		Other current liabilities		242,079		397,975
Total current liabilities	Total current liabilities	2,394,601		1,344,547		Total current liabilities		3,654,833		3,184,619
Long-term debt, excluding current maturities (Note D)	Long-term debt, excluding current maturities (Note D)	13,637,581		14,228,421		Long-term debt, excluding current maturities (Note D)		12,872,692		12,747,636
Deferred credits and other liabilities	Deferred credits and other liabilities					Deferred credits and other liabilities
Deferred income taxes	Deferred income taxes	881,711		669,697		Deferred income taxes		1,425,818		1,166,690
Operating lease liability	Operating lease liability	81,707		87,610		Operating lease liability		71,212		75,636
Other deferred credits	Other deferred credits	531,262		706,081		Other deferred credits		387,620		431,869
Total deferred credits and other liabilities	Total deferred credits and other liabilities	1,494,680		1,463,388		Total deferred credits and other liabilities		1,884,650		1,674,195
Commitments and contingencies (Note J)		0		0
Commitments and contingencies (Note I)						Commitments and contingencies (Note I)		0		0
Equity (Note E)	Equity (Note E)					Equity (Note E)
ONEOK shareholders’ equity:	ONEOK shareholders’ equity:					ONEOK shareholders’ equity:
Preferred stock, $0.01 par value: authorized and issued 20,000 shares at June 30, 2021, and December 31, 2020		0		0
Common stock, $0.01 par value: authorized 1,200,000,000 shares; issued 474,916,234 shares and outstanding 445,817,509 shares at June 30, 2021; issued 474,916,234 shares and outstanding 444,872,383 shares at December 31, 2020		4,749		4,749
Preferred stock, $0.01 par value: authorized and issued 20,000 shares at June 30, 2022, and December 31, 2021						Preferred stock, $0.01 par value: authorized and issued 20,000 shares at June 30, 2022, and December 31, 2021		—		—
Common stock, $0.01 par value: authorized 1,200,000,000 shares; issued 474,916,234 shares and outstanding 446,856,499 shares at June 30, 2022; issued 474,916,234 shares and outstanding 446,138,177 shares at December 31, 2021						Common stock, $0.01 par value: authorized 1,200,000,000 shares; issued 474,916,234 shares and outstanding 446,856,499 shares at June 30, 2022; issued 474,916,234 shares and outstanding 446,138,177 shares at December 31, 2021		4,749		4,749
Paid-in capital	Paid-in capital	7,247,334		7,353,396		Paid-in capital		7,190,457		7,213,861
Accumulated other comprehensive loss (Note F)	Accumulated other comprehensive loss (Note F)	(601,443)		(551,449)		Accumulated other comprehensive loss (Note F)		(366,755)		(471,351)
Retained earnings	Retained earnings	0		0		Retained earnings		—		—
Treasury stock, at cost: 29,098,725 shares at June 30, 2021, and 30,043,851 shares at December 31, 2020		(740,254)		(764,298)
Treasury stock, at cost: 28,059,735 shares at June 30, 2022, and 28,778,057 shares at December 31, 2021						Treasury stock, at cost: 28,059,735 shares at June 30, 2022, and 28,778,057 shares at December 31, 2021		(713,822)		(732,096)
Total equity	Total equity	5,910,386		6,042,398		Total equity		6,114,629		6,015,163
Total liabilities and equity	Total liabilities and equity	$	23,437,248	$	23,078,754	Total liabilities and equity		$	24,526,804	$	23,621,613

See accompanying Notes to Consolidated Financial Statements.

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ONEOK, Inc. and Subsidiaries	ONEOK, Inc. and Subsidiaries					ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS	CONSOLIDATED STATEMENTS OF CASH FLOWS					CONSOLIDATED STATEMENTS OF CASH FLOWS
		Six Months Ended					Six Months Ended
		June 30,					June 30,
(Unaudited)	(Unaudited)	2021		2020		(Unaudited)	2022		2021
		(Thousands of dollars)					(Thousands of dollars)
Operating activities	Operating activities					Operating activities
Net income (loss)		$	728,315	$	(7,536)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income						Net income	$	805,549	$	728,315
Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	314,041		272,769		Depreciation and amortization	311,615		314,041
Impairment charges		0		641,754

Equity in net earnings from investments	Equity in net earnings from investments	(59,040)		(69,955)		Equity in net earnings from investments	(71,970)		(59,040)
Distributions received from unconsolidated affiliates	Distributions received from unconsolidated affiliates	58,486		71,656		Distributions received from unconsolidated affiliates	71,488		58,486
Deferred income tax expense (benefit)		226,963		(13,541)
Deferred income taxes						Deferred income taxes	227,897		226,963

Other, net	Other, net	39,837		(25,944)		Other, net	44,584		39,837
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Accounts receivable	Accounts receivable	(268,541)		220,558		Accounts receivable	(339,729)		(268,541)
NGLs and natural gas in storage		(226,950)		103,043
NGLs and natural gas in storage, net of commodity imbalances						NGLs and natural gas in storage, net of commodity imbalances	(164,890)		(171,654)
Accounts payable	Accounts payable	363,694		(240,841)		Accounts payable	568,705		363,694

Risk-management assets and liabilities	Risk-management assets and liabilities	(158,927)		(139,724)		Risk-management assets and liabilities	(130,873)		(158,927)
Other assets and liabilities		60,105		(75,821)
Other assets and liabilities, net						Other assets and liabilities, net	(72,792)		4,809
Cash provided by operating activities	Cash provided by operating activities	1,077,983		736,418		Cash provided by operating activities	1,249,584		1,077,983
Investing activities	Investing activities					Investing activities
Capital expenditures (less allowance for equity funds used during construction)	Capital expenditures (less allowance for equity funds used during construction)	(324,122)		(1,543,961)		Capital expenditures (less allowance for equity funds used during construction)	(559,310)		(324,122)

Distributions received from unconsolidated affiliates in excess of cumulative earnings	Distributions received from unconsolidated affiliates in excess of cumulative earnings	11,695		18,081		Distributions received from unconsolidated affiliates in excess of cumulative earnings	13,375		11,695
Other, net	Other, net	(12,138)		(29,006)		Other, net	3,148		(12,138)

Cash used in investing activities	Cash used in investing activities	(324,565)		(1,554,886)		Cash used in investing activities	(542,787)		(324,565)
Financing activities	Financing activities					Financing activities
Dividends paid	Dividends paid	(833,083)		(773,961)		Dividends paid	(835,309)		(833,083)
Repayment of short-term borrowings, net		0		(220,000)
Issuance of long-term debt, net of discounts		0		3,244,777

Issuance of long-term debt						Issuance of long-term debt	120,000		—

Repayment of long-term debt	Repayment of long-term debt	(68,787)		(1,406,119)		Repayment of long-term debt	—		(68,787)
Issuance of common stock		16,327		954,423

Other		(17,994)		(55,878)
Cash provided by (used in) financing activities		(903,537)		1,743,242

Other, net						Other, net	(2,105)		(1,667)
Cash used in financing activities						Cash used in financing activities	(717,414)		(903,537)
Change in cash and cash equivalents	Change in cash and cash equivalents	(150,119)		924,774		Change in cash and cash equivalents	(10,617)		(150,119)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	524,496		20,958		Cash and cash equivalents at beginning of period	146,391		524,496
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	374,377	$	945,732	Cash and cash equivalents at end of period	$	135,774	$	374,377

See accompanying Notes to Consolidated Financial Statements.

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ONEOK, Inc. and Subsidiaries	ONEOK, Inc. and Subsidiaries									ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY									CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)	(Unaudited)	Preferred Stock Issued	Common Stock Issued	Preferred Stock		Common Stock		Paid-in Capital		(Unaudited)	Preferred Stock Issued	Common Stock Issued	Preferred Stock		Common Stock		Paid-in Capital
		(Shares)		(Thousands of dollars)							(Shares)		(Thousands of dollars)
January 1, 2021		20,000	474,916,234	$	0	$	4,749	$	7,353,396
January 1, 2022										January 1, 2022	20,000	474,916,234	$	—	$	4,749	$	7,213,861
Net income	Net income	—	—	0		0		0		Net income	—	—	—		—		—
Other comprehensive income (Note F)	Other comprehensive income (Note F)	—	—	0		0		0		Other comprehensive income (Note F)	—	—	—		—		—
Preferred stock dividends - $13.75 per share (Note E)	Preferred stock dividends - $13.75 per share (Note E)	—	—	0		0		0		Preferred stock dividends - $13.75 per share (Note E)	—	—	—		—		0
Common stock issued	Common stock issued	—	0	0		0		(10,159)		Common stock issued	—	—	—		—		(5,325)
Common stock dividends - $0.935 per share (Note E)	Common stock dividends - $0.935 per share (Note E)	—	—	0		0		(30,234)		Common stock dividends - $0.935 per share (Note E)	—	—	—		—		(26,264)
Other, net	Other, net	—	—	0		0		(7,729)		Other, net	—	—	—		—		(5,289)
March 31, 2021		20,000	474,916,234	$	0	$	4,749	$	7,305,274
March 31, 2022										March 31, 2022	20,000	474,916,234	$	—	$	4,749	$	7,176,983
Net income	Net income	—	—	0		0		0		Net income	—	—	—		—		—
Other comprehensive loss (Note F)		—	—	0		0		0
Other comprehensive income (Note F)										Other comprehensive income (Note F)	—	—	—		—		—
Preferred stock dividends - $13.75 per share (Note E)	Preferred stock dividends - $13.75 per share (Note E)	—	—	0		0		0		Preferred stock dividends - $13.75 per share (Note E)	—	—	—		—		0
Common stock issued	Common stock issued	—	—	0		0		7,115		Common stock issued	—	—	—		—		7,039
Common stock dividends - $0.935 per share (Note E)	Common stock dividends - $0.935 per share (Note E)	—	0	0		0		(74,765)		Common stock dividends - $0.935 per share (Note E)	—	—	—		—		(3,553)
Other, net	Other, net	—	—	0		0		9,710		Other, net	—	—	—		—		9,988
June 30, 2021		20,000	474,916,234	$	0	$	4,749	$	7,247,334
June 30, 2022										June 30, 2022	20,000	474,916,234	$	—	$	4,749	$	7,190,457


(Unaudited)		Preferred Stock Issued	Common Stock Issued	Preferred Stock		Common Stock		Paid-in Capital
		(Shares)		(Thousands of dollars)
January 1, 2020		20,000	445,016,234	$	0	$	4,450	$	7,403,895

(Unaudited)										(Unaudited)	Preferred Stock Issued	Common Stock Issued	Preferred Stock		Common Stock		Paid-in Capital
											(Shares)		(Thousands of dollars)
January 1, 2021										January 1, 2021	20,000	474,916,234	$	—	$	4,749	$	7,353,396
Net income										Net income	—	—	—		—		—
Other comprehensive income										Other comprehensive income	—	—	—		—		—
Preferred stock dividends - $13.75 per share										Preferred stock dividends - $13.75 per share	—	—	—		—		—
Common stock issued										Common stock issued	—	—	—		—		(10,159)
Common stock dividends - $0.935 per share										Common stock dividends - $0.935 per share	—	—	—		—		(30,234)
Other, net										Other, net	—	—	—		—		(7,729)
March 31, 2021										March 31, 2021	20,000	474,916,234	$	—	$	4,749	$	7,305,274

Net loss		—	—	0		0		0
Other comprehensive loss		—	—	0		0		0
Preferred stock dividends - $13.75 per share		—	—	0		0		(275)
Common stock issued		—	0	0		0		(9,286)
Common stock dividends - $0.935 per share		—	—	0		0		(386,931)

Other, net		—	—	0		0		(17,950)
March 31, 2020		20,000	445,016,234	$	0	$	4,450	$	6,989,453
Net income	Net income	—	—	0		0		0		Net income	—	—	—		—		—
Other comprehensive loss	Other comprehensive loss	—	—	0		0		0		Other comprehensive loss	—	—	—		—		—
Preferred stock dividends - $13.75 per share	Preferred stock dividends - $13.75 per share	—	—	0		0		(275)		Preferred stock dividends - $13.75 per share	—	—	—		—		—
Common stock issued	Common stock issued	—	29,900,000	0		299		939,038		Common stock issued	—	—	—		—		7,115
Common stock dividends - $0.935 per share	Common stock dividends - $0.935 per share	—	—	0		0		(387,037)		Common stock dividends - $0.935 per share	—	—	—		—		(74,765)
Other, net	Other, net	—	—	0		0		8,652		Other, net	—	—	—		—		9,710
June 30, 2020		20,000	474,916,234	$	0	$	4,749	$	7,549,831
June 30, 2021										June 30, 2021	20,000	474,916,234	$	—	$	4,749	$	7,247,334

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ONEOK, Inc. and Subsidiaries	ONEOK, Inc. and Subsidiaries										ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)	CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)										CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)

(Unaudited)	(Unaudited)	Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Equity			(Unaudited)	Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Equity
		(Thousands of dollars)								(Thousands of dollars)
January 1, 2021		$	(551,449)	$	0	$	(764,298)	$	6,042,398
January 1, 2022											January 1, 2022	$	(471,351)	$	—	$	(732,096)	$	6,015,163
Net income											Net income	—		391,171		—		391,171
Other comprehensive income (Note F)											Other comprehensive income (Note F)	3,679		—		—		3,679
Preferred stock dividends - $13.75 per share (Note E)											Preferred stock dividends - $13.75 per share (Note E)	—		(275)		—		(275)
Common stock issued											Common stock issued	—		—		11,730		6,405
Common stock dividends - $0.935 per share (Note E)											Common stock dividends - $0.935 per share (Note E)	—		(390,896)		—		(417,160)
Other, net											Other, net	—		—		—		(5,289)
March 31, 2022											March 31, 2022	$	(467,672)	$	—	$	(720,366)	$	5,993,694
Net income											Net income	—		414,378		—		414,378
Other comprehensive income (Note F)											Other comprehensive income (Note F)	100,917		—		—		100,917
Preferred stock dividends - $13.75 per share (Note E)											Preferred stock dividends - $13.75 per share (Note E)	—		(275)		—		(275)
Common stock issued											Common stock issued	—		—		6,544		13,583
Common stock dividends - $0.935 per share (Note E)											Common stock dividends - $0.935 per share (Note E)	—		(414,103)		—		(417,656)
Other, net											Other, net	—		—		—		9,988
June 30, 2022											June 30, 2022	$	(366,755)	$	—	$	(713,822)	$	6,114,629

Net income		0		386,176		0		386,176
Other comprehensive income (Note F)		85,853		0		0		85,853
Preferred stock dividends - $13.75 per share (Note E)		0		(275)		0		(275)
Common stock issued		0		0		16,836		6,677
Common stock dividends - $0.935 per share (Note E)		0		(385,901)		0		(416,135)
Other, net		0		0		0		(7,729)
March 31, 2021		$	(465,596)	$	0	$	(747,462)	$	6,096,965
Net income		0		342,139		0		342,139
Other comprehensive loss (Note F)		(135,847)		0		0		(135,847)
Preferred stock dividends - $13.75 per share (Note E)		0		(275)		0		(275)
Common stock issued		0		0		7,208		14,323
Common stock dividends - $0.935 per share (Note E)		0		(341,864)		0		(416,629)
Other, net		0		0		0		9,710
June 30, 2021		$	(601,443)	$	0	$	(740,254)	$	5,910,386


(Unaudited)	Accumulated Other Comprehensive Loss		Retained Earnings (Accumulated Deficit)		Treasury Stock		Total Equity
	(Thousands of dollars)
January 1, 2020	$	(374,000)	$	0	$	(808,394)	$	6,225,951

(Unaudited)									(Unaudited)	Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Equity
										(Thousands of dollars)
January 1, 2021									January 1, 2021	$	(551,449)	$	—	$	(764,298)	$	6,042,398
Net income									Net income	—		386,176		—		386,176
Other comprehensive income									Other comprehensive income	85,853		—		—		85,853
Preferred stock dividends - $13.75 per share									Preferred stock dividends - $13.75 per share	—		(275)		—		(275)
Common stock issued									Common stock issued	—		—		16,836		6,677
Common stock dividends - $0.935 per share									Common stock dividends - $0.935 per share	—		(385,901)		—		(416,135)
Other, net									Other, net	—		—		—		(7,729)
March 31, 2021									March 31, 2021	$	(465,596)	$	—	$	(747,462)	$	6,096,965
Net income									Net income	—		342,139		—		342,139
Other comprehensive loss									Other comprehensive loss	(135,847)		—		—		(135,847)
Preferred stock dividends - $13.75 per share									Preferred stock dividends - $13.75 per share	—		(275)		—		(275)
Common stock issued									Common stock issued	—		—		7,208		14,323
Common stock dividends - $0.935 per share									Common stock dividends - $0.935 per share	—		(341,864)		—		(416,629)
Other, net									Other, net	—		—		—		9,710
June 30, 2021									June 30, 2021	$	(601,443)	$	—	$	(740,254)	$	5,910,386

Net loss	0		(141,857)		0		(141,857)
Other comprehensive loss	(125,386)		0		0		(125,386)
Preferred stock dividends - $13.75 per share	0		0		0		(275)
Common stock issued	0		0		16,375		7,089
Common stock dividends - $0.935 per share	0		0		0		(386,931)

Other, net	0		0		0		(17,950)
March 31, 2020	$	(499,386)	$	(141,857)	$	(792,019)	$	5,560,641
Net income	0		134,321		0		134,321
Other comprehensive loss	(25,517)		0		0		(25,517)
Preferred stock dividends - $13.75 per share	0		0		0		(275)
Common stock issued	0		0		10,530		949,867
Common stock dividends - $0.935 per share	0		0		0		(387,037)
Other, net	0		0		0		8,652
June 30, 2020	$	(524,903)	$	(7,536)	$	(781,489)	$	6,240,652

See accompanying Notes to Consolidated Financial Statements.

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ONEOK, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our accompanying unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC. These statements have been prepared in accordance with GAAP and reflect all adjustments that, in our opinion, are necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The ~~2020~~2021 year-end Consolidated Balance Sheet data was derived from our audited Consolidated Financial Statements but does not include all disclosures required by GAAP. ~~Certain reclassifications have been made in the prior year Consolidated Financial Statements to conform to the current year presentation.~~ These unaudited Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements in our Annual Report.

Subsequent Event - On July 9, 2022, a fire occurred at our 210 MBbl/d Medford, Oklahoma, natural gas liquids fractionation facility. All personnel are safe and accounted for with evacuations of local residents taken as a precautionary measure. While the facility is not currently operational, we are using our integrated NGL pipeline system between the Mid-Continent and Gulf Coast, along with our fractionation and storage assets and fractionation and storage arrangements with industry peers, to provide midstream services. We are working to reduce future impacts to our suppliers and customers. We are cooperating with government agencies, as applicable, and we continue our efforts to determine the cause of the event and expect the Medford facility to remain out of service for an extended period. Subject to the terms and conditions of the policies and any applicable sub-limits, we have property damage and business interruption insurance coverage with a combined per occurrence limit of $2 billion and deductibles of $5 million per occurrence for property damage and a 45-day waiting period per occurrence for business interruption coverage.

We are in the early stages of determining the full extent of property damage and developing information to support a claim for property damage and business interruption losses. We expect our insurance coverage to mitigate our financial loss, which cannot be reasonably estimated at this time. As a result of our insurance coverage, we do not currently anticipate that the Medford incident will have a material effect on our financial condition, results of operations or cash flows. However, the timing of insurance proceeds may impact our results in a given quarter or year.

Recently Issued Accounting Standards Update - Changes to GAAP are established by the Financial Accounting Standards Board (FASB) in the form of ASUs to the FASB Accounting Standards Codification. We consider the applicability and impact of all ASUs. ASUs not discussed ~~below~~herein or in our Annual Report were assessed and determined to be either not applicable or clarifications of ASUs previously issued. ~~Except as discussed below or in our Annual Report, there~~There have been no new accounting pronouncements that have become effective or have been issued that are of significance or potential significance to us.

In January 2021, we adopted ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which simplifies certain concepts in Topic 740, Income Taxes. The impact of adopting this standard was not material.

B. FAIR VALUE MEASUREMENTS

Determining Fair Value - For our fair value measurements, we utilize market prices, third-party pricing services, present value methods and standard option valuation models to determine the price we would receive from the sale of an asset or the transfer of a liability in an orderly transaction at the measurement date. We measure the fair value of a group of financial assets and liabilities consistent with how a market participant would price the net risk exposure at the measurement date.

Many of the contracts in our derivative portfolio are executed in liquid markets where price transparency exists. Our financial commodity derivatives are generally settled through a NYMEX or ICE clearing broker account with daily margin requirements. We validate our valuation inputs with third-party information and settlement prices from other sources, where available.

We compute the fair value of our derivative portfolio by discounting the projected future cash flows from our derivative assets and liabilities to present value using interest-rate yields to calculate present-value discount factors derived from the implied forward SOFR, LIBOR or other yield ~~curve.~~curve, as appropriate. The fair value of our forward-starting interest-rate swaps is determined using financial models that incorporate the implied forward LIBOR yield curve for the same period as the future interest-rate swap settlements. We consider current market data in evaluating counterparties’, as well as our own, nonperformance risk, net of collateral, by using counterparty-specific bond yields. Although we use our best estimates to determine the fair value of the derivative contracts we have executed, the ultimate market prices realized could differ materially from our estimates.

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Fair Value Hierarchy - At each balance sheet date, we utilize a fair value hierarchy to classify fair value amounts recognized or disclosed in our financial statements based on the observability of inputs used to estimate such fair value. The levels of the hierarchy are described below:

•Level 1 - fair value measurements are based on unadjusted quoted prices for identical securities in active markets. These balances are composed predominantly of exchange-traded derivative contracts for natural gas and crude oil.

•Level 2 - fair value measurements are based on significant observable pricing inputs, including quoted prices for similar assets and liabilities in active markets and inputs from third-party pricing services supported with corroborative evidence. These balances are composed of exchange-cleared derivatives to hedge natural gas basis and NGL price risk at certain market locations and over-the-counter interest-rate derivatives.

•Level 3 - fair value measurements are based on inputs that may include one or more unobservable inputs, including internally developed commodity price curves that incorporate market data from broker quotes and third-party pricing services. These balances are composed predominantly of exchange-cleared and over-the-counter derivatives to hedge NGL price risk ~~and natural gas basis risk between various transaction locations and the NYMEX Henry Hub. Our~~at certain market locations. These commodity derivatives are generally valued using forward quotes provided by third-party pricing services that are validated with other market data. We believe any measurement uncertainty at June 30, ~~2021,~~2022, is immaterial as our Level 3 fair value measurements are based on unadjusted pricing information from broker quotes and third-party

~~Table of Contents~~

pricing services. ~~We do not believe that our Level 3 fair value estimates have a material impact on our results of operations, as our derivatives are primarily accounted for as hedges.~~

Determining the appropriate classification of our fair value measurements within the fair value hierarchy requires management’s judgment regarding the degree to which market data is observable or corroborated by observable market data. We categorize derivatives ~~for which fair value is determined using multiple inputs within a single level,~~ based on the lowest level input that is significant to the fair value measurement in its entirety.

Recurring Fair Value Measurements - The following tables set forth our recurring fair value measurements for the periods indicated:


		June 30, 2021													June 30, 2022
		Level 1		Level 2		Level 3		Total - Gross		Netting (a)		Total - Net			Level 1		Level 2		Level 3		Total - Gross		Netting (a)		Total - Net
		(Thousands of dollars)													(Thousands of dollars)
Derivative assets	Derivative assets													Derivative assets
Commodity contracts	Commodity contracts													Commodity contracts
Financial contracts	Financial contracts	$	27,397	$	0	$	268,570	$	295,967	$	(295,967)	$	0	Financial contracts	$	14,226	$	130,446	$	19,529	$	164,201	$	(164,201)	$	—

Interest-rate contracts														Interest-rate contracts	—		24,223		—		24,223		—		24,223
Total derivative assets	Total derivative assets	$	27,397	$	0	$	268,570	$	295,967	$	(295,967)	$	0	Total derivative assets	$	14,226	$	154,669	$	19,529	$	188,424	$	(164,201)	$	24,223
Derivative liabilities	Derivative liabilities													Derivative liabilities
Commodity contracts	Commodity contracts													Commodity contracts
Financial contracts	Financial contracts	$	(99,751)	$	0	$	(390,320)	$	(490,071)	$	490,071	$	0	Financial contracts	$	(104,080)	$	(80,143)	$	(129,925)	$	(314,148)	$	314,148	$	—

Interest-rate contracts	Interest-rate contracts	0		(146,391)		0		(146,391)		0		(146,391)		Interest-rate contracts	—		(25,455)		—		(25,455)		—		(25,455)
Total derivative liabilities	Total derivative liabilities	$	(99,751)	$	(146,391)	$	(390,320)	$	(636,462)	$	490,071	$	(146,391)	Total derivative liabilities	$	(104,080)	$	(105,598)	$	(129,925)	$	(339,603)	$	314,148	$	(25,455)

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheet on a net basis. We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us. At June 30, ~~2021,~~2022, we held 0no cash and posted ~~$227.3~~$287.8 million of cash with various counterparties, including ~~$194.1~~$149.9 million of cash collateral that is offsetting derivative net liability positions under master-netting arrangements in the table above. The remaining ~~$33.2~~$137.9 million of cash collateral in excess of derivative net liability positions is included in other current assets in our Consolidated Balance Sheet.

December 31, 2020
Level 1 Level 2 Level 3 Total - Gross Netting (a) Total - Net

(Thousands of dollars)
Derivative assets
Commodity contracts
Financial contracts $ 6,697 $ 0 $ 103,801 $ 110,498 $ (110,498) $ 0
Total derivative assets $ 6,697 $ 0 $ 103,801 $ 110,498 $ (110,498) $ 0
Derivative liabilities
Commodity contracts
Financial contracts $ (10,489) $ 0 $ (135,122) $ (145,611) $ 145,611 $ 0
Interest-rate contracts 0 (203,407) 0 (203,407) 0 (203,407)
Total derivative liabilities $ (10,489) $ (203,407) $ (135,122) $ (349,018) $ 145,611 $ (203,407)

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	December 31, 2021
	Level 1		Level 2		Level 3		Total - Gross		Netting (a)		Total - Net
	(Thousands of dollars)
Derivative assets
Commodity contracts
Financial contracts	$	22,019	$	172,833	$	9,309	$	204,161	$	(204,161)	$	—


Total derivative assets	$	22,019	$	172,833	$	9,309	$	204,161	$	(204,161)	$	—
Derivative liabilities
Commodity contracts
Financial contracts	$	(67,226)	$	(112,922)	$	(123,592)	$	(303,740)	$	303,740	$	—

Interest-rate contracts	—		(145,524)		—		(145,524)		—		(145,524)
Total derivative liabilities	$	(67,226)	$	(258,446)	$	(123,592)	$	(449,264)	$	303,740	$	(145,524)

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheet on a net basis. We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us. At December 31, ~~2020,~~2021, we held 0no cash and posted ~~$63.1~~$157.0 million of cash with various counterparties, including ~~$35.1~~$99.6 million of cash collateral that is offsetting derivative net liability positions under master-netting arrangements in the table above. The remaining ~~$28.0~~$57.4 million of cash collateral in excess of derivative net liability positions is included in other current assets in our Consolidated Balance Sheet.

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The following table sets forth a reconciliation of our Level 3 fair value measurements for the periods indicated:

Three Months Ended Six Months Ended
June 30, June 30,
Derivative Assets (Liabilities) 2021 2020 2021 2020

(Thousands of dollars)
Net assets (liabilities) at beginning of period $ (41,794) $ 57,401 $ (31,321) $ 30,772
Total changes in fair value:
Settlements included in net income (loss) (a) 17,731 (34,478) 26,852 (23,383)
New Level 3 derivatives included in other comprehensive loss (b) (20,262) 3,407 (68,237) 2,002
Unrealized change included in other comprehensive loss (b) (77,425) (20,747) (49,044) (3,808)
Net assets (liabilities) at end of period $ (121,750) $ 5,583 $ (121,750) $ 5,583


	Three Months Ended				Six Months Ended
	June 30,				June 30,
Derivative Assets (Liabilities)	2022		2021		2022		2021
	(Thousands of dollars)
Net liabilities at beginning of period	$	(189,831)	$	(41,794)	$	(114,283)	$	(31,321)
Total changes in fair value:

Settlements included in net income (a)	56,782		17,731		59,699		26,852

New Level 3 derivatives included in other comprehensive income (loss) (b)	9,430		(20,262)		9,442		(68,237)
Unrealized change included in other comprehensive income (loss) (b)	13,223		(77,425)		(65,254)		(49,044)
Net liabilities at end of period	$	(110,396)	$	(121,750)	$	(110,396)	$	(121,750)

(a) - Included in commodity sales revenues/cost of sales and fuel in our Consolidated Statements of Income.

(b) - Included in change in fair value of derivatives in our Consolidated Statements of Comprehensive Income.

During the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, there were 0no transfers in or out of Level 3 of the fair value hierarchy.

Other Financial Instruments - The approximate fair value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings is equal to book value due to the short-term nature of these items. Our cash and cash equivalents are composed of bank and money market accounts and are classified as Level 1. Our short-term borrowings are classified as Level 2 since the estimated fair value of the short-term borrowings can be determined using information available in the commercial paper market. We have investments associated with our supplemental executive retirement plan and nonqualified deferred compensation plan that are carried at fair value and primarily are composed of exchange-traded mutual funds classified as Level 1.

The estimated fair value of our consolidated long-term debt, including current maturities, was ~~$16.5~~$13.1 billion and ~~$16.3~~$15.6 billion at June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, respectively. The book value of our consolidated long-term debt, including current maturities, was ~~$14.2~~$13.8 billion and $13.6 billion at June 30, ~~2021,~~2022, and December 31, ~~2020.~~2021, respectively. The estimated fair value of the aggregate ~~long-term debt~~senior notes outstanding was determined using quoted market prices for similar issues with similar terms and maturities. The estimated fair value of our consolidated long-term debt is classified as Level 2.

C. RISK-MANAGEMENT AND HEDGING ACTIVITIES USING DERIVATIVES

Risk-management Activities - We are sensitive to changes in natural gas, crude oil and NGL prices, principally as a result of contractual terms under which these commodities are processed, purchased and sold. We are also subject to the risk of interest-rate fluctuation in the normal course of business. We use physical-forward purchases and sales and financial derivatives to secure a certain price for a portion of our natural gas, condensate and NGL products; to reduce our exposure to commodity price and interest-rate fluctuations; and to achieve more predictable cash flows. We follow established policies and procedures

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to assess risk and approve, monitor and report our risk-management activities. We have not used these instruments for trading purposes.

Commodity price risk - Commodity price risk refers to the risk of loss in cash flows and future earnings arising from adverse changes in the price of natural gas, NGLs and condensate. We may use the following commodity derivative instruments to reduce the near-term commodity price risk associated with a portion of the forecasted sales of these commodities:

•Futures contracts - Standardized contracts to purchase or sell natural gas and crude oil for future delivery or settlement under the provisions of exchange regulations;

•Forward contracts - Nonstandardized commitments between two parties to purchase or sell natural gas, crude oil or NGLs for future physical delivery. These contracts are typically nontransferable and can only be canceled with the consent of both parties;

•Swaps - Exchange of one or more payments based on the value of one or more commodities. These instruments transfer the financial risk associated with a future change in value between the counterparties of the transaction, without also conveying ownership interest in the asset or liability; ~~and~~

•Options - Contractual agreements that give the holder the right, but not the obligation, to buy or sell a fixed quantity of a commodity at a fixed price within a specified period of time. Options may either be standardized and exchange-traded or customized and ~~nonexchange-traded.~~nonexchange-traded; and

•

~~We may also use other instruments, including collars, to mitigate commodity price risk. A collar is a combination~~Collars - Combination of a purchased put option and a sold call option, which places a floor and a ceiling price for commodity sales being hedged.

16We may also use other instruments to mitigate commodity price risk.

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In our Natural Gas Gathering and Processing segment, we are exposed to commodity price risk as a result of retaining a portion of the commodity sales proceeds associated with our fee with POP contracts. Under certain fee with POP contracts, our fees and POP percentage may increase or decrease if production volumes, delivery pressures or commodity prices change relative to specified thresholds. In certain commodity price environments, our contractual fees on these fee with POP contracts may increase or decrease, which ~~impacts~~would impact the average fee rate in our Natural Gas Gathering and Processing segment. We also are exposed to basis risk between the various production and market locations where we buy and sell commodities. As part of our hedging strategy, we use the previously described commodity derivative financial instruments and physical-forward contracts to reduce the impact of price fluctuations related to natural gas, NGLs and condensate.

In our Natural Gas Liquids segment, we are primarily exposed to commodity price risk resulting from the relative values of the various NGL products to each other, the value of NGLs in storage and the relative value of NGLs to natural gas. We are also exposed to location price differential risk as a result of the relative value of NGL purchases at one location and sales at another location, primarily related to our optimization and marketing activities. As part of our hedging strategy, we utilize physical-forward contracts and commodity derivative financial instruments to reduce the impact of price fluctuations related to NGLs.

In our Natural Gas Pipelines segment, we are primarily exposed to commodity price risk on our intrastate pipelines because they consume natural gas in operations and retain natural gas from our customers for operations or as part of our fee for services provided. When the amount consumed in operations differs from the amount provided by our customers, our pipelines must buy or sell natural gas, or store or use natural gas inventory, which can expose this segment to commodity price risk depending on the regulatory treatment for this activity. To the extent that commodity price risk in our Natural Gas Pipelines segment is not mitigated by fuel cost-recovery mechanisms, we may use physical-forward sales or purchases to reduce the impact of natural gas price fluctuations. At June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, there were 0no financial derivative instruments with respect to our natural gas pipeline operations.

Interest-rate risk - We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt and interest-rate swaps. Interest-rate swaps are agreements to exchange interest payments at some future point based on specified notional amounts.

At June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, we had forward-starting interest-rate swaps with notional amounts totaling $1.1 billion to hedge the variability of interest payments on a portion of our forecasted debt issuances. All of our interest-rate swaps are designated as cash flow hedges.

~~Accounting Treatment~~ ~~- Our accounting treatment~~Table of ~~derivative instruments is consistent with that disclosed in Note A of the Notes to Consolidated Financial Statements in our Annual Report.~~Contents

Fair Values of Derivative Instruments - See Note B for a discussion of the inputs associated with our fair value measurements. The following table sets forth the fair values of our derivative instruments presented on a gross basis for the periods indicated:


			June 30, 2021				December 31, 2020						June 30, 2022				December 31, 2021
		Location in our Consolidated Balance Sheets	Assets		(Liabilities)		Assets		(Liabilities)			Location in our Consolidated Balance Sheets	Assets		(Liabilities)		Assets		(Liabilities)
Derivatives designated as hedging instruments	Derivatives designated as hedging instruments		(Thousands of dollars)								Derivatives designated as hedging instruments		(Thousands of dollars)
Commodity contracts (a)	Commodity contracts (a)										Commodity contracts (a)
Financial contracts (b)	Financial contracts (b)		$	287,769	$	(481,901)	$	107,461	$	(142,573)	Financial contracts (b)		$	164,201	$	(314,148)	$	204,161	$	(303,740)

Interest-rate contracts	Interest-rate contracts	Other current liabilities	0		(91,230)		0		0		Interest-rate contracts	Other current assets/liabilities	24,223		(25,455)		—		(145,524)
		Other deferred credits	0		(55,161)		0		(203,407)
Total derivatives designated as hedging instruments	Total derivatives designated as hedging instruments		287,769		(628,292)		107,461		(345,980)		Total derivatives designated as hedging instruments		$	188,424	$	(339,603)	$	204,161	$	(449,264)
Derivatives not designated as hedging instruments
Commodity contracts (a)
Financial contracts (b)			8,198		(8,170)		3,037		(3,038)
Total derivatives not designated as hedging instruments			8,198		(8,170)		3,037		(3,038)
Total derivatives			$	295,967	$	(636,462)	$	110,498	$	(349,018)

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us.

(b) - At June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, our derivative net liability positions under master-netting arrangements for financial contracts were fully offset by cash collateral of ~~$194.1~~$149.9 million and ~~$35.1~~$99.6 million, respectively.

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Notional Quantities for Derivative Instruments - The following table sets forth the notional quantities for derivative instruments held for the periods indicated:

June 30,
2021 December 31, 2020
Contract
Type Net Purchased/Payor
(Sold/Receiver)
Derivatives designated as hedging instruments: (a)
Cash flow hedges
Fixed price
- Natural gas (Bcf)
Futures (63.5) (43.3)
- Crude oil and NGLs (MMBbl)
Futures (9.2) (4.6)
Basis
- Natural gas (Bcf)
Futures (63.5) (43.3)
Interest-rate contracts (Billions of dollars)
Swaps $ 1.1 $ 1.1

(a) - Notional amounts for derivatives not designated as hedging instruments are excluded from the table above due to fully offsetting notional quantities of 0.3 MMBbl and 0.8 MMBbl for NGLs fixed priced derivative instruments at June 30, 2021, and December 31, 2020, respectively.

June 30,
2022

December 31
2021

Contract
Type

Net Purchased/Payor
(Sold/Receiver)

Derivatives designated as hedging instruments:

Cash flow hedges

Fixed price

- Natural gas (Bcf)

Futures

(57.1)

(32.3)

- Crude oil and NGLs (MMBbl)

Futures

(10.9)

(10.0)

Basis

- Natural gas (Bcf)

Futures

(57.0)

(30.5)

Interest-rate contracts (Billions of dollars)

Swaps

1.1

Cash Flow Hedges - The following table sets forth the unrealized change in fair value of cash flow hedges in other comprehensive income (loss) for the periods indicated:


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
		(Thousands of dollars)									(Thousands of dollars)
Commodity contracts	Commodity contracts	$	(175,477)	$	(39,056)	$	(238,907)	$	48,139	Commodity contracts	$	(34,273)	$	(175,477)	$	(208,633)	$	(238,907)
Interest-rate contracts	Interest-rate contracts	(49,269)		(21,372)		57,016		(246,413)		Interest-rate contracts	63,138		(49,269)		144,293		57,016
Total unrealized change in fair value of cash flow hedges in other comprehensive income (loss)	Total unrealized change in fair value of cash flow hedges in other comprehensive income (loss)	$	(224,746)	$	(60,428)	$	(181,891)	$	(198,274)	Total unrealized change in fair value of cash flow hedges in other comprehensive income (loss)	$	28,865	$	(224,746)	$	(64,340)	$	(181,891)

The following table sets forth the effect of cash flow hedges on net income ~~(loss)~~ for the periods indicated:

Location of Gain (Loss) Reclassified from
Accumulated Other Comprehensive
Loss into Net Income (Loss) Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020

(Thousands of dollars)
Commodity contracts Commodity sales revenues $ (85,162) $ 53,138 $ (215,680) $ 98,137
Cost of sales and fuel 49,357 (14,450) 135,793 (29,489)
Interest-rate contracts (a) Interest expense (9,915) (64,541) (19,581) (74,819)
Total change in fair value of cash flow hedges reclassified from accumulated other comprehensive loss into net income (loss) on derivatives $ (45,720) $ (25,853) $ (99,468) $ (6,171)

~~(a) - The three and six months ended June 30, 2020, include a loss of $48.3 million on the settlement of $1.3 billion of interest-rate swaps used to hedge our LIBOR-based interest payments.~~


Derivatives in Cash Flow Hedging Relationships	Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income	Three Months Ended				Six Months Ended
		June 30,				June 30,
		2022		2021		2022		2021
		(Thousands of dollars)
Commodity contracts	Commodity sales revenues	$	(257,774)	$	(85,162)	$	(468,568)	$	(215,680)
	Cost of sales and fuel	175,935		49,357		310,303		135,793
Interest-rate contracts	Interest expense	(9,623)		(9,915)		(18,953)		(19,581)
Total change in fair value of cash flow hedges reclassified from accumulated other comprehensive loss into net income on derivatives		$	(91,462)	$	(45,720)	$	(177,218)	$	(99,468)

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Credit Risk - We monitor the creditworthiness of our counterparties and compliance with policies and limits established by our Risk Oversight and Strategy Committee. We maintain credit policies with regard to our counterparties that we believe minimize overall credit risk. These policies include an evaluation of potential counterparties’ financial condition (including credit ratings, bond yields and credit default swap rates), collateral requirements under certain circumstances and the use of standardized master-netting agreements that allow us to net the positive and negative exposures associated with a single counterparty. We use internally developed credit ratings for counterparties that do not have a credit rating.

Our financial commodity derivatives are generally settled through a NYMEX or ICE clearing broker account with daily margin requirements. However, we may enter into financial derivative instruments that contain provisions that require us to maintain an investment-grade credit rating from S&P, Fitch and/or Moody’s. If our credit ratings on our senior unsecured long-term debt were to decline below investment grade, the counterparties to the derivative instruments could request collateralization on

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derivative instruments in net liability positions. There were 0no financial derivative instruments with contingent features related to credit risk at June 30, ~~2021.~~2022.

The counterparties to our derivative contracts typically consist of major energy companies, financial institutions and commercial and industrial end users. This concentration of counterparties may affect our overall exposure to credit risk, either positively or negatively, in that the counterparties may be affected similarly by changes in economic, regulatory or other conditions. Based on our policies, exposures, credit and other reserves, we do not anticipate a material adverse effect on our financial position or results of operations as a result of counterparty nonperformance.

At June 30, ~~2021,~~2022, the credit exposure from our derivative assets is with investment-grade companies in the financial services sector.

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D. DEBT

The following table sets forth our consolidated debt for the periods indicated:


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
		(Thousands of dollars)					(Thousands of dollars)
Commercial paper outstanding	Commercial paper outstanding	$	0	$	0	Commercial paper outstanding	$	—	$	—
Senior unsecured obligations:	Senior unsecured obligations:					Senior unsecured obligations:
$700,000 at 4.25% due February 2022		536,107		541,877

$900,000 at 3.375% due October 2022	$900,000 at 3.375% due October 2022	895,814		895,814		$900,000 at 3.375% due October 2022	895,814		895,814
$425,000 at 5.0% due September 2023	$425,000 at 5.0% due September 2023	425,000		425,000		$425,000 at 5.0% due September 2023	425,000		425,000
$500,000 at 7.5% due September 2023	$500,000 at 7.5% due September 2023	500,000		500,000		$500,000 at 7.5% due September 2023	500,000		500,000
$500,000 at 2.75% due September 2024	$500,000 at 2.75% due September 2024	500,000		500,000		$500,000 at 2.75% due September 2024	500,000		500,000
$500,000 at 4.9% due March 2025	$500,000 at 4.9% due March 2025	500,000		500,000		$500,000 at 4.9% due March 2025	500,000		500,000
$400,000 at 2.2% due September 2025	$400,000 at 2.2% due September 2025	387,000		387,000		$400,000 at 2.2% due September 2025	387,000		387,000
$600,000 at 5.85% due January 2026	$600,000 at 5.85% due January 2026	600,000		600,000		$600,000 at 5.85% due January 2026	600,000		600,000
$500,000 at 4.0% due July 2027	$500,000 at 4.0% due July 2027	500,000		500,000		$500,000 at 4.0% due July 2027	500,000		500,000
$800,000 at 4.55% due July 2028	$800,000 at 4.55% due July 2028	800,000		800,000		$800,000 at 4.55% due July 2028	800,000		800,000
$100,000 at 6.875% due September 2028	$100,000 at 6.875% due September 2028	100,000		100,000		$100,000 at 6.875% due September 2028	100,000		100,000
$700,000 at 4.35% due March 2029	$700,000 at 4.35% due March 2029	700,000		700,000		$700,000 at 4.35% due March 2029	700,000		700,000
$750,000 at 3.4% due September 2029	$750,000 at 3.4% due September 2029	714,251		714,251		$750,000 at 3.4% due September 2029	714,251		714,251
$850,000 at 3.1% due March 2030	$850,000 at 3.1% due March 2030	780,093		780,093		$850,000 at 3.1% due March 2030	780,093		780,093
$600,000 at 6.35% due January 2031	$600,000 at 6.35% due January 2031	600,000		600,000		$600,000 at 6.35% due January 2031	600,000		600,000
$400,000 at 6.0% due June 2035	$400,000 at 6.0% due June 2035	400,000		400,000		$400,000 at 6.0% due June 2035	400,000		400,000
$600,000 at 6.65% due October 2036	$600,000 at 6.65% due October 2036	600,000		600,000		$600,000 at 6.65% due October 2036	600,000		600,000
$600,000 at 6.85% due October 2037	$600,000 at 6.85% due October 2037	600,000		600,000		$600,000 at 6.85% due October 2037	600,000		600,000
$650,000 at 6.125% due February 2041	$650,000 at 6.125% due February 2041	650,000		650,000		$650,000 at 6.125% due February 2041	650,000		650,000
$400,000 at 6.2% due September 2043	$400,000 at 6.2% due September 2043	400,000		400,000		$400,000 at 6.2% due September 2043	400,000		400,000
$700,000 at 4.95% due July 2047	$700,000 at 4.95% due July 2047	689,006		689,006		$700,000 at 4.95% due July 2047	689,006		689,006
$1,000,000 at 5.2% due July 2048	$1,000,000 at 5.2% due July 2048	1,000,000		1,000,000		$1,000,000 at 5.2% due July 2048	1,000,000		1,000,000
$750,000 at 4.45% due September 2049	$750,000 at 4.45% due September 2049	672,530		713,676		$750,000 at 4.45% due September 2049	672,530		672,530
$500,000 at 4.5% due March 2050	$500,000 at 4.5% due March 2050	443,015		451,270		$500,000 at 4.5% due March 2050	443,015		443,015
$300,000 at 7.15% due January 2051	$300,000 at 7.15% due January 2051	300,000		300,000		$300,000 at 7.15% due January 2051	300,000		300,000
Guardian Pipeline	Guardian Pipeline					Guardian Pipeline
Weighted average 7.85% due December 2022		0		13,657
$120,000 term loan, variable rate, due June 2025						$120,000 term loan, variable rate, due June 2025	120,000		—
Total debt	Total debt	14,292,816		14,361,644		Total debt	13,876,709		13,756,709
Unamortized portion of terminated swaps	Unamortized portion of terminated swaps	12,455		13,314		Unamortized portion of terminated swaps	10,737		11,596
Unamortized debt issuance costs and discounts	Unamortized debt issuance costs and discounts	(131,583)		(138,887)		Unamortized debt issuance costs and discounts	(118,940)		(124,855)
Current maturities of long-term debt	Current maturities of long-term debt	(536,107)		(7,650)		Current maturities of long-term debt	(895,814)		(895,814)

Long-term debt	Long-term debt	$	13,637,581	$	14,228,421	Long-term debt	$	12,872,692	$	12,747,636

(a) - Individual issuances of commercial paper under our commercial paper program generally mature in 90 days or less.

$2.5 Billion Credit Agreement - In June 2022, we amended and restated our $2.5 Billion Credit Agreement, extending its maturity to June 2027. Our $2.5 Billion Credit Agreement is a revolving credit facility and contains certain customary conditions for borrowing, as well as customary financial, ~~operational~~affirmative and ~~legal~~negative covenants. Among other things, beginning in June 2022, these covenants include maintaining a ratio of consolidated net indebtedness to adjusted EBITDA (EBITDA, as defined in our $2.5 Billion Credit Agreement, adjusted for all noncash charges and increased for

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projected EBITDA from certain lender-approved capital expansion projects). In ~~2020,~~the first quarter 2022, we acquired ~~additional interest in one of our equity investments and a related asset~~assets for ~~$27~~$30 million, which allowed us to elect an acquisition adjustment period under our $2.5 Billion Credit Agreement and, as a result, increased our leverage ratio covenant to 5.5 to 1 for the ~~fourth~~first quarter ~~2020~~2022 and the two following quarters. ~~Beginning in the third quarter 2021,~~Thereafter, the covenant ~~decreased~~will decrease to 5.0 to 1. AtAs of June 30, ~~2021,~~2022, we had 0no outstanding borrowings, our ratio of consolidated net indebtedness to adjusted EBITDA was ~~4.4~~3.9 to 1, and we were in compliance with all covenants under our $2.5 Billion Credit Agreement.

The $2.5 Billion Credit Agreement includes a $100 million sublimit for the issuance of standby letters of credit and a $200 million sublimit for swingline loans. Under the terms of the $2.5 Billion Credit Agreement, we may request up to an aggregate $1.0 billion increase in the size of the facility, upon satisfaction of customary conditions, including receipt of commitments from new lenders or increased commitments from existing lenders. The $2.5 Billion Credit Agreement contains

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provisions for an applicable margin rate and an annual facility fee, both of which adjust with changes in our credit ratings. Borrowings, if any, will accrue at Term SOFR plus an applicable margin based on our credit ratings at the time of determination plus an adjustment of 10 basis points. Under our current credit ratings, the applicable margin on any borrowings would be 110 basis points. We are required to pay an annual facility fee equal to the daily amount of aggregate commitments under the $2.5 Billion Credit Agreement times an applicable rate based on our credit rating at the time of determination. Under our current credit ratings, the applicable rate is 15 basis points. We have the option to request two one-year maturity extensions, subject to lender approvals. The $2.5 Billion Credit Agreement also contains various customary events of default, the occurrence of which could result in a termination of the lenders’ commitments and the acceleration of all of our obligations thereunder.

Guardian Term Loan Agreement - In June 2022, Guardian Pipeline entered into a $120 million senior unsecured Term Loan Agreement. The Guardian Term Loan Agreement matures in June 2025, and bears interest at Term SOFR plus an applicable margin based on Guardian Pipeline’s credit rating at the time of determination plus an adjustment of 10 basis points. Under Guardian Pipeline’s current credit ratings, the applicable margin is 112.5 basis points. The Guardian Term Loan Agreement allows prepayment of all or any portion outstanding without penalty or premium. During the second quarter 2022, Guardian Pipeline drew the full $120 million available under the agreement and used the proceeds to repay intercompany debt with ONEOK. The Guardian Term Loan Agreement contains certain affirmative and negative covenants, as well as customary events of default, the occurrence of which could result in a termination of lenders’ commitments and the accelerations of all of Guardian Pipeline’s obligations thereunder. Guardian Pipeline is in compliance with all covenants under the Guardian Term Loan Agreement.

Debt Repayments - In July 2022, we redeemed the ~~first quarter 2021, we repurchased in the open market outstanding principal of certain~~remaining $895.8 million of our $900 million, 3.375% senior notes indue October 2022 at 100% of the principal amount, ~~of $55.2 million for an aggregate repurchase price of $54.6 million~~plus accrued and unpaid interest, with cash on ~~hand.~~

~~In June 2021,~~hand and short-term borrowings. As of July 31, 2022, we ~~repaid the remaining $11.7~~had $860 million of ~~Guardian Pipeline’s senior notes due December 2022 with cash on hand.~~short-term borrowings outstanding.

Debt Guarantees - ~~We,~~ONEOK, ONEOK Partners and the Intermediate Partnership have cross guarantees in place for ~~our~~ONEOK’s and ONEOK Partners’ indebtedness. The Guardian Term Loan Agreement is not guaranteed by ONEOK, ONEOK Partners or the Intermediate Partnership.

E. EQUITY

Dividends - Holders of our common stock share equally in any dividend declared by our Board of Directors, subject to the rights of the holders of outstanding Series E Preferred Stock. Dividends paid on our common stock in February ~~2021~~2022 and May ~~2021~~2022 were $0.935 per share. A common stock dividend of $0.935 per share was declared for shareholders of record at the close of business on August ~~2, 2021,~~1, 2022, payable August ~~16, 2021.~~15, 2022.

Our Series E Preferred Stock pays quarterly dividends on each share of Series E Preferred Stock, when, as and if declared by our Board of Directors, at a rate of 5.5% per year. We paid dividends for the Series E Preferred Stock of $0.3 million in February ~~2021~~2022 and May ~~2021.~~2022. Dividends totaling $0.3 million were declared for the Series E Preferred Stock and are payable August ~~16, 2021.~~15, 2022.

F. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table sets forth the balance in accumulated other comprehensive loss for the period ~~indicated:~~

Risk-
Management
Assets/Liabilities (a) Retirement and
Other
Postretirement
Benefit Plan
Obligations (a) (b) Risk-
Management
Assets/Liabilities of
Unconsolidated
Affiliates (a) Accumulated
Other
Comprehensive
Loss (a)
(Thousands of dollars)
January 1, 2021 $ (377,446) $ (157,635) $ (16,368) $ (551,449)
Other comprehensive income (loss) before reclassifications (140,056) (142) 3,651 (136,547)
Amounts reclassified to net income (c) 76,591 9,027 935 86,553
Other comprehensive income (loss) (63,465) 8,885 4,586 (49,994)
June 30, 2021 $ (440,911) $ (148,750) $ (11,782) $ (601,443)

~~(a) - All amounts are presented~~indicated, net of ~~tax.~~tax:

~~(b)~~


	Risk- Management Assets/Liabilities		Retirement and Other Postretirement Benefit Plan Obligations (a)		Risk- Management Assets/Liabilities of Unconsolidated Affiliates		Accumulated Other Comprehensive Loss
	(Thousands of dollars)
January 1, 2022	$	(352,315)	$	(107,659)	$	(11,377)	$	(471,351)
Other comprehensive income (loss) before reclassifications	(49,542)		149		10,956		(38,437)
Amounts reclassified to net income (b)	136,458		5,803		772		143,033
Other comprehensive income	86,916		5,952		11,728		104,596
June 30, 2022	$	(265,399)	$	(101,707)	$	351	$	(366,755)

(a) - Includes amounts related to supplemental executive retirement plan.

~~(c)~~(b) - See Note C for details of amounts reclassified to net income for risk-management assets/~~liabilities and Note H for retirement and other postretirement benefit plan obligations.~~

liabilities.

2021

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The following table sets forth information about the balance of accumulated other comprehensive loss at June 30, ~~2021,~~2022, representing unrealized losses related to risk-management assets and ~~liabilities:~~liabilities, net of tax:


	Risk- Management Assets/Liabilities ~~(a)~~
	(Thousands of dollars)
Commodity derivative instruments expected to be realized within the next 30 months ~~(b)~~(a)	$	~~(149,749)~~(115,725)
Settled interest-rate swaps to be recognized over the life of the long-term, fixed-rate debt ~~(c)~~(b)	~~(178,441)~~(148,726)
Interest-rate swaps with future settlement dates expected to be amortized over the life of long-term debt	~~(112,721)~~(948)
Accumulated other comprehensive loss at June 30, ~~2021~~2022	$	~~(440,911)~~(265,399)

(a) ~~- All amounts are presented net of tax.~~

~~(b)~~ - Based on commodity prices on June 30, ~~2021,~~2022, we expect ~~$142.7 million in~~ net losses of $104.1 million, net of tax, ~~over~~will be reclassified into earnings during the next 12 ~~months and $7.0 million in net losses, net of tax, thereafter.~~months.

~~(c)~~(b) - We expect net losses of ~~$30.3~~$21.7 million, net of tax, will be reclassified into earnings during the next 12 months.

The remaining amounts in accumulated other comprehensive loss relate primarily to our retirement and other postretirement benefit plan obligations, which are expected to be amortized over the average remaining service period of employees participating in these plans.

G. EARNINGS PER SHARE

The following tables set forth the computation of basic and diluted EPS for the periods indicated:


		Three Months Ended June 30, 2021						Three Months Ended June 30, 2022
		Income		Shares	Per Share Amount			Income		Shares	Per Share Amount
		(Thousands, except per share amounts)						(Thousands, except per share amounts)
Basic EPS	Basic EPS						Basic EPS
Net income available for common stock	Net income available for common stock	$	341,864	446,337	$	0.77	Net income available for common stock	$	414,103	447,451	$	0.93
Diluted EPS	Diluted EPS						Diluted EPS
Effect of dilutive securities	Effect of dilutive securities	0		566			Effect of dilutive securities	—		731
Net income available for common stock and common stock equivalents	Net income available for common stock and common stock equivalents	$	341,864	446,903	$	0.77	Net income available for common stock and common stock equivalents	$	414,103	448,182	$	0.92


		Three Months Ended June 30, 2020						Three Months Ended June 30, 2021
		Income		Shares	Per Share Amount			Income		Shares	Per Share Amount
		(Thousands, except per share amounts)						(Thousands, except per share amounts)
Basic EPS	Basic EPS						Basic EPS
Net income available for common stock	Net income available for common stock	$	134,046	419,722	$	0.32	Net income available for common stock	$	341,864	446,337	$	0.77
Diluted EPS	Diluted EPS						Diluted EPS
Effect of dilutive securities	Effect of dilutive securities	0		394			Effect of dilutive securities	—		566
Net income available for common stock and common stock equivalents	Net income available for common stock and common stock equivalents	$	134,046	420,116	$	0.32	Net income available for common stock and common stock equivalents	$	341,864	446,903	$	0.77


		Six Months Ended June 30, 2021						Six Months Ended June 30, 2022
		Income		Shares	Per Share Amount			Income		Shares	Per Share Amount
		(Thousands, except per share amounts)						(Thousands, except per share amounts)
Basic EPS	Basic EPS						Basic EPS
Net income available for common stock	Net income available for common stock	$	727,765	446,116	$	1.63	Net income available for common stock	$	804,999	447,288	$	1.80
Diluted EPS	Diluted EPS						Diluted EPS
Effect of dilutive securities	Effect of dilutive securities	0		778			Effect of dilutive securities	—		1,005
Net income available for common stock and common stock equivalents	Net income available for common stock and common stock equivalents	$	727,765	446,894	$	1.63	Net income available for common stock and common stock equivalents	$	804,999	448,293	$	1.80

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Six Months Ended June 30, 2020
Loss Shares Per Share
Amount

(Thousands, except per share amounts)
Basic EPS
Net loss available for common stock $ (8,086) 417,002 $ (0.02)
Diluted EPS
Effect of dilutive securities 0 0
Net loss available for common stock and common stock equivalents (a) $ (8,086) 417,002 $ (0.02)

(a) - For the six months ended June 30, 2020, 730 thousand weighted-average shares have been excluded from the calculation of diluted loss per share as their inclusion would have been anti-dilutive due to our net loss available for common stock.


	Six Months Ended June 30, 2021
	Income		Shares	Per Share Amount
	(Thousands, except per share amounts)
Basic EPS
Net income available for common stock	$	727,765	446,116	$	1.63
Diluted EPS
Effect of dilutive securities	—		778
Net income available for common stock and common stock equivalents	$	727,765	446,894	$	1.63

H. ~~EMPLOYEE BENEFIT PLANS~~

~~The following table sets forth the components of net periodic benefit cost for our retirement and other postretirement benefit plans for the periods indicated:~~

Retirement Benefits Other Postretirement Benefits
Three Months Ended Three Months Ended
June 30, June 30,
2021 2020 2021 2020

(Thousands of dollars)
Components of net periodic benefit cost (income)
Service cost $ 2,076 $ 2,036 $ 95 $ 115
Interest cost 4,220 4,574 284 442
Expected return on plan assets (6,269) (6,232) 42 (722)
Amortization of prior service cost (a) 28 28 0 0
Amortization of net loss (a) 4,913 4,571 1,841 1
Net periodic benefit cost (income) $ 4,968 $ 4,977 $ 2,262 $ (164)

(a) - These components of net periodic benefit cost (income) are recognized in accumulated other comprehensive loss and are reclassified to other expense in our Consolidated Statements of Income, with related income tax benefits of $1.6 million and $1.0 million reclassified to income tax (expense) benefit for the three months ended June 30, 2021 and 2020, respectively.

Retirement Benefits Other Postretirement Benefits
Six Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020

(Thousands of dollars)
Components of net periodic benefit cost (income)
Service cost $ 4,152 $ 4,072 $ 210 $ 230
Interest cost 8,440 9,148 726 884
Expected return on plan assets (12,538) (12,464) (680) (1,444)
Amortization of prior service cost (a) 56 56 0 0
Amortization of net loss (a) 9,826 9,142 1,842 2
Net periodic benefit cost (income) $ 9,936 $ 9,954 $ 2,098 $ (328)

(a) - These components of net periodic benefit cost (income) are recognized in accumulated other comprehensive loss and are reclassified to other expense in our Consolidated Statements of Income, with related income tax benefits of $2.7 million and $2.1 million reclassified to income tax (expense) benefit for the six months ended June 30, 2021 and 2020, respectively.

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I. UNCONSOLIDATED AFFILIATES

Equity in Net Earnings from Investments ~~and Impairments~~- The following table sets forth our equity in net earnings from investments for the periods indicated:

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020

(Thousands of dollars)
Northern Border Pipeline $ 12,586 $ 12,871 $ 32,825 $ 34,991
Overland Pass Pipeline 4,739 7,972 7,711 22,083
Roadrunner 7,602 6,809 15,351 13,242
Other 793 (2,324) 3,153 (361)
Equity in net earnings from investments $ 25,720 $ 25,328 $ 59,040 $ 69,955
Impairment of equity investments $ 0 $ 0 $ 0 $ (37,730)

In the first quarter 2020, we incurred a noncash impairment charge of $30.5 million related to our 10.2% investment in Venice Energy Services Company in our Natural Gas Gathering and Processing segment, which includes $22.3 million related to equity-method goodwill, and a $7.2 million noncash impairment charge related to our 50% investment in Chisholm Pipeline Company in our Natural Gas Liquids segment.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
	(Thousands of dollars)
Northern Border Pipeline	$	16,347	$	12,586	$	36,472	$	32,825
Roadrunner	9,300		7,602		18,441		15,351
Overland Pass Pipeline	7,885		4,739		12,893		7,711
Other	2,098		793		4,164		3,153
Equity in net earnings from investments	$	35,630	$	25,720	$	71,970	$	59,040

We incurred expenses in transactions with unconsolidated affiliates of ~~$12.5~~$15.6 million and ~~$41.8~~$12.5 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$28.0~~$30.1 million and ~~$87.1~~$28.0 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, primarily related to Northern Border Pipeline and Overland Pass Pipeline. Revenue earned and accounts receivable from, and accounts payable to, our equity-method investees were not material.

We have an operating agreement with Roadrunner that provides for reimbursement or payment to us for management services and certain operating ~~costs, which are~~costs. Reimbursements and payments from Roadrunner included in operating income in our Consolidated Statements of ~~Income.~~Income for all periods presented were not material.

J.I. COMMITMENTS AND CONTINGENCIES

Environmental Matters and Pipeline Safety - The operation of pipelines, plants and other facilities for the gathering, processing, fractionation, transportation and storage of natural gas, NGLs, condensate and other products is subject to numerous and complex laws and regulations pertaining to health, safety and the environment. As an owner and/or operator of these facilities, we must comply with laws and regulations that relate to air and water quality, hazardous and solid waste management and disposal, cultural resource protection and other environmental and safety matters. The cost of planning, designing, constructing and operating pipelines, plants and other facilities must incorporate compliance with these laws, regulations and safety standards. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures, including citizen suits, which can include the assessment of monetary penalties, the imposition of remedial requirements and the issuance of injunctions or restrictions on operation or construction. Management does not believe that, based on currently known information, a material risk of noncompliance with these laws and regulations exists that will affect adversely our consolidated results of operations, financial condition or cash flows.

Legal Proceedings - We are a party to various legal proceedings that have arisen in the normal course of our operations. While the results of these proceedings cannot be predicted with certainty, we believe the reasonably possible losses from such proceedings, individually and in the aggregate, are not material. Additionally, we believe the probable final outcome of such proceedings will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.

~~K. REVENUES~~

~~Accounting Policies~~ - Many of the contract types described within Note A of the Notes to Consolidated Financial Statement in our Annual Report contain additional fees or charges payable by customers for nonperformance (e.g., minimum volume commitments or product specifications), which are considered to be variable consideration. These fees and charges are not recorded until it is probable that a significant reversal of the associated revenue will not occur.

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J. REVENUES

Contract Assets and Contract Liabilities - Our contract asset balances at the beginning and end of the period primarily relate to our firm service transportation and storage contracts with tiered rates, which are not material. The following table sets forth the balances in contract liabilities for the periods indicated:


Contract Liabilities	(Millions of dollars)
Balance at December 31, ~~2020~~2021 (a)	$	~~41.4~~51.5
Revenue recognized included in beginning balance	~~(21.5)~~(33.1)
Net additions	~~32.6~~43.3
Balance at June 30, ~~2021~~2022 (b)	$	~~52.5~~61.7

(a) - Contract liabilities of ~~$23.7~~$35.3 million and ~~$17.7~~$16.2 million are included in other current liabilities and other deferred credits, respectively, in our Consolidated Balance Sheet.

(b) - Contract liabilities of ~~$35.6~~$33.2 million and ~~$16.9~~$28.5 million are included in other current liabilities and other deferred credits, respectively, in our Consolidated Balance Sheet.

Receivables from Customers and Revenue Disaggregation - Substantially all of the balances in accounts receivable on our Consolidated Balance Sheets at June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, relate to customer receivables. Revenues sources are disaggregated in Note L.K.

Transaction Price Allocated to Unsatisfied Performance Obligations - We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) variable consideration on contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

The following table presents aggregate value allocated to unsatisfied performance obligations as of June 30, ~~2021,~~2022, and the amounts we expect to recognize in revenue in future periods, related primarily to firm transportation and storage contracts with remaining contract terms ranging from ~~one month~~two months to 2322 years:


Expected Period of Recognition in Revenue	Expected Period of Recognition in Revenue	(Millions of dollars)		Expected Period of Recognition in Revenue	(Millions of dollars)
Remainder of 2021		$	177.2
2022		307.5
Remainder of 2022				Remainder of 2022	$	207.6
2023	2023	272.9		2023	390.8
2024	2024	232.3		2024	328.1
2025 and beyond		825.1
2025				2025	240.2
2026 and beyond				2026 and beyond	882.9
Total estimated transaction price allocated to unsatisfied performance obligations	Total estimated transaction price allocated to unsatisfied performance obligations	$	1,815.0	Total estimated transaction price allocated to unsatisfied performance obligations	$	2,049.6

The table above excludes variable consideration allocated entirely to wholly unsatisfied performance obligations, wholly unsatisfied promises to transfer distinct goods or services that are part of a single performance obligation and consideration we determine to be fully constrained. The amounts we determined to be fully constrained relate to future sales obligations under long-term sales contracts where the transaction price is not known and minimum volume agreements, which we consider to be fully constrained until invoiced.

L.K. SEGMENTS

Segment Descriptions - Our operations are divided into three reportable business segments as follows:

• our Natural Gas Gathering and Processing segment gathers, treats and processes natural gas;

• our Natural Gas Liquids segment gathers, treats, fractionates and transports NGLs and stores, markets and distributes NGL products; and

• our Natural Gas Pipelines segment transports and stores natural gas via regulated intrastate and interstate natural gas transmission pipelines and natural gas storage facilities.

Other and eliminations consist of corporate costs, the operating and leasing activities of our headquarters building and related parking facility, the activity of our wholly owned captive insurance company, which began in April 2022, and eliminations necessary to reconcile our reportable segments to our Consolidated Financial Statements.

~~Accounting Policies~~ ~~- The accounting policies of the segments are described in Note A of the Notes to Consolidated Financial Statements in our Annual Report.~~

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Operating Segment Information - The following tables set forth certain selected financial information for our operating segments for the periods indicated:


Three Months Ended June 30, 2021		Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
Three Months Ended June 30, 2022										Three Months Ended June 30, 2022	Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
		(Thousands of dollars)									(Thousands of dollars)
NGL and condensate sales	NGL and condensate sales	$	566,383	$	2,829,604	$	0	$	3,395,987	NGL and condensate sales	$	1,039,199	$	5,010,571	$	—	$	6,049,770
Residue natural gas sales	Residue natural gas sales	257,802		0		4		257,806		Residue natural gas sales	659,735		—		945		660,680
Gathering, processing and exchange services revenue	Gathering, processing and exchange services revenue	34,139		129,624		0		163,763		Gathering, processing and exchange services revenue	36,056		139,928		—		175,984
Transportation and storage revenue	Transportation and storage revenue	0		37,864		112,337		150,201		Transportation and storage revenue	—		40,282		130,711		170,993
Other	Other	5,128		2,386		103		7,617		Other	5,266		2,518		233		8,017
Total revenues (c)	Total revenues (c)	863,452		2,999,478		112,444		3,975,374		Total revenues (c)	1,740,256		5,193,299		131,889		7,065,444

Cost of sales and fuel (exclusive of depreciation and operating costs)	Cost of sales and fuel (exclusive of depreciation and operating costs)	(550,486)		(2,399,919)		(544)		(2,950,949)		Cost of sales and fuel (exclusive of depreciation and operating costs)	(1,398,624)		(4,543,318)		(744)		(5,942,686)
Operating costs	Operating costs	(86,429)		(128,834)		(38,506)		(253,769)		Operating costs	(97,468)		(143,043)		(41,200)		(281,711)
Equity in net earnings from investments	Equity in net earnings from investments	442		5,090		20,188		25,720		Equity in net earnings from investments	1,596		8,387		25,647		35,630
Noncash compensation expense and other	Noncash compensation expense and other	2,287		4,476		1,114		7,877		Noncash compensation expense and other	6,442		2,051		396		8,889
Segment adjusted EBITDA	Segment adjusted EBITDA	$	229,266	$	480,291	$	94,696	$	804,253	Segment adjusted EBITDA	$	252,202	$	517,376	$	115,988	$	885,566

Depreciation and amortization	Depreciation and amortization	$	(67,268)	$	(74,151)	$	(14,489)	$	(155,908)	Depreciation and amortization	$	(65,127)	$	(75,277)	$	(16,244)	$	(156,648)

Capital expenditures	Capital expenditures	$	56,872	$	59,967	$	27,796	$	144,635	Capital expenditures	$	123,417	$	150,165	$	19,136	$	292,718

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $617.1 million, of which $567.7 million related to revenues within the segment, and cost of sales and fuel of $152.3 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $74.7 million and cost of sales and fuel of $6.2 million.

(c) - Intersegment revenues are primarily commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly, and for the Natural Gas Gathering and Processing segment totaled $1.1 billion. Intersegment revenues for the Natural Gas Liquids and Natural Gas Pipelines segments were not material.


Three Months Ended June 30, 2022	Total Segments		Other and Eliminations		Total
	(Thousands of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales	$	6,049,770	$	(1,062,412)	$	4,987,358
Residue natural gas sales	660,680		—		660,680
Gathering, processing and exchange services revenue	175,984		—		175,984
Transportation and storage revenue	170,993		(2,117)		168,876
Other	8,017		(4,194)		3,823
Total revenues (a)	$	7,065,444	$	(1,068,723)	$	5,996,721

Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(5,942,686)	$	1,064,687	$	(4,877,999)
Operating costs	$	(281,711)	$	4,247	$	(277,464)
Depreciation and amortization	$	(156,648)	$	(1,109)	$	(157,757)
Equity in net earnings from investments	$	35,630	$	—	$	35,630


Capital expenditures	$	292,718	$	9,614	$	302,332

(a) - Noncustomer revenue for the three months ended June 30, 2022, totaled $(132.7) millionrelated primarily to losses from derivatives on commodity contracts.

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Three Months Ended June 30, 2021	Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
	(Thousands of dollars)
NGL and condensate sales	$	566,383	$	2,829,604	$	—	$	3,395,987
Residue natural gas sales	257,802		—		4		257,806
Gathering, processing and exchange services revenue	34,139		129,624		—		163,763
Transportation and storage revenue	—		37,864		112,337		150,201
Other	5,128		2,386		103		7,617
Total revenues (c)	863,452		2,999,478		112,444		3,975,374

Cost of sales and fuel (exclusive of depreciation and operating costs)	(550,486)		(2,399,919)		(544)		(2,950,949)
Operating costs	(86,429)		(128,834)		(38,506)		(253,769)
Equity in net earnings from investments	442		5,090		20,188		25,720
Noncash compensation expense and other	2,287		4,476		1,114		7,877
Segment adjusted EBITDA	$	229,266	$	480,291	$	94,696	$	804,253

Depreciation and amortization	$	(67,268)	$	(74,151)	$	(14,489)	$	(155,908)

Capital expenditures	$	56,872	$	59,967	$	27,796	$	144,635

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $603.1 million, of which $557.2 million related to revenues within the segment, and cost of sales and fuel of $153.3 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $69.4 million and cost of sales and fuel of $3.8 million.

(c) - Intersegment revenues are primarily commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly, and for the Natural Gas Gathering and Processing segment totaled $555.6 million. Intersegment revenues for the Natural Gas Liquids and Natural Gas Pipelines segments were not material.


Three Months Ended June 30, 2021	Three Months Ended June 30, 2021	Total Segments		Other and Eliminations		Total		Three Months Ended June 30, 2021	Total Segments		Other and Eliminations		Total
		(Thousands of dollars)							(Thousands of dollars)
Reconciliations of total segments to consolidated	Reconciliations of total segments to consolidated							Reconciliations of total segments to consolidated
NGL and condensate sales	NGL and condensate sales	$	3,395,987	$	(582,140)	$	2,813,847	NGL and condensate sales	$	3,395,987	$	(582,140)	$	2,813,847
Residue natural gas sales	Residue natural gas sales	257,806		0		257,806		Residue natural gas sales	257,806		—		257,806
Gathering, processing and exchange services revenue	Gathering, processing and exchange services revenue	163,763		0		163,763		Gathering, processing and exchange services revenue	163,763		—		163,763
Transportation and storage revenue	Transportation and storage revenue	150,201		(3,506)		146,695		Transportation and storage revenue	150,201		(3,506)		146,695
Other	Other	7,617		(764)		6,853		Other	7,617		(764)		6,853
Total revenues (a)	Total revenues (a)	$	3,975,374	$	(586,410)	$	3,388,964	Total revenues (a)	$	3,975,374	$	(586,410)	$	3,388,964

Cost of sales and fuel (exclusive of depreciation and operating costs)	Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(2,950,949)	$	583,970	$	(2,366,979)	Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(2,950,949)	$	583,970	$	(2,366,979)
Operating costs	Operating costs	$	(253,769)	$	(490)	$	(254,259)	Operating costs	$	(253,769)	$	(490)	$	(254,259)
Depreciation and amortization	Depreciation and amortization	$	(155,908)	$	(1,013)	$	(156,921)	Depreciation and amortization	$	(155,908)	$	(1,013)	$	(156,921)

Equity in net earnings from investments	Equity in net earnings from investments	$	25,720	$	0	$	25,720	Equity in net earnings from investments	$	25,720	$	—	$	25,720
Capital expenditures	Capital expenditures	$	144,635	$	2,753	$	147,388	Capital expenditures	$	144,635	$	2,753	$	147,388

(a) - Noncustomer revenue for the three months ended June 30, 2021, totaled $(76.0) millionrelated primarily to losses from derivatives on commodity contracts.

2526

Table of Contents


Three Months Ended June 30, 2020		Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
Six Months Ended June 30, 2022										Six Months Ended June 30, 2022	Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
		(Thousands of dollars)									(Thousands of dollars)
NGL and condensate sales	NGL and condensate sales	$	109,581	$	1,174,580	$	0	$	1,284,161	NGL and condensate sales	$	2,043,548	$	9,559,272	$	—	$	11,602,820
Residue natural gas sales	Residue natural gas sales	150,892		0		0		150,892		Residue natural gas sales	1,210,772		—		27,365		1,238,137
Gathering, processing and exchange services revenue	Gathering, processing and exchange services revenue	35,949		118,174		0		154,123		Gathering, processing and exchange services revenue	67,501		275,771		—		343,272
Transportation and storage revenue	Transportation and storage revenue	0		40,881		121,777		162,658		Transportation and storage revenue	—		87,104		253,422		340,526
Other	Other	3,387		2,079		281		5,747		Other	10,105		5,387		439		15,931
Total revenues (c)	Total revenues (c)	299,809		1,335,714		122,058		1,757,581		Total revenues (c)	3,331,926		9,927,534		281,226		13,540,686

Cost of sales and fuel (exclusive of depreciation and operating costs)	Cost of sales and fuel (exclusive of depreciation and operating costs)	(132,221)		(905,154)		(168)		(1,037,543)		Cost of sales and fuel (exclusive of depreciation and operating costs)	(2,687,174)		(8,632,442)		(17,736)		(11,337,352)
Operating costs	Operating costs	(78,668)		(106,977)		(33,092)		(218,737)		Operating costs	(191,179)		(271,905)		(82,408)		(545,492)
Equity in net earnings (loss) from investments		(2,149)		7,797		19,680		25,328
Equity in net earnings from investments										Equity in net earnings from investments	3,230		13,827		54,913		71,970
Noncash compensation expense and other	Noncash compensation expense and other	1,978		6,262		1,355		9,595		Noncash compensation expense and other	10,095		7,976		3,514		21,585
Segment adjusted EBITDA	Segment adjusted EBITDA	$	88,749	$	337,642	$	109,833	$	536,224	Segment adjusted EBITDA	$	466,898	$	1,044,990	$	239,509	$	1,751,397

Depreciation and amortization	Depreciation and amortization	$	(55,419)	$	(69,065)	$	(14,925)	$	(139,409)	Depreciation and amortization	$	(127,853)	$	(150,307)	$	(31,289)	$	(309,449)
Investments in unconsolidated affiliates										Investments in unconsolidated affiliates	$	27,794	$	414,967	$	358,554	$	801,315
Total assets										Total assets	$	7,084,849	$	15,183,170	$	2,176,256	$	24,444,275
Capital expenditures	Capital expenditures	$	118,171	$	459,807	$	10,910	$	588,888	Capital expenditures	$	216,715	$	275,700	$	42,491	$	534,906

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of ~~$477.2 million,~~$1.2 billion, of which ~~$432.6 million~~$1.1 billion related to revenues within the segment, and cost of sales and fuel of ~~$117.1~~$298.3 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of ~~$79.9~~$167.3 million and cost of sales and fuel of ~~$6.7~~$22.3 million.

(c) - Intersegment revenues are primarily commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly, and for the Natural Gas Gathering and Processing segment totaled ~~$108.2 million.~~$2.1 billion. Intersegment revenues for the Natural Gas Liquids and Natural Gas Pipelines segments were not material.


Three Months Ended June 30, 2020		Total Segments		Other and Eliminations		Total
Six Months Ended June 30, 2022								Six Months Ended June 30, 2022	Total Segments		Other and Eliminations		Total
		(Thousands of dollars)							(Thousands of dollars)
Reconciliations of total segments to consolidated	Reconciliations of total segments to consolidated							Reconciliations of total segments to consolidated
NGL and condensate sales	NGL and condensate sales	$	1,284,161	$	(88,967)	$	1,195,194	NGL and condensate sales	$	11,602,820	$	(2,090,025)	$	9,512,795
Residue natural gas sales	Residue natural gas sales	150,892		(3,931)		146,961		Residue natural gas sales	1,238,137		(332)		1,237,805
Gathering, processing and exchange services revenue	Gathering, processing and exchange services revenue	154,123		0		154,123		Gathering, processing and exchange services revenue	343,272		—		343,272
Transportation and storage revenue	Transportation and storage revenue	162,658		(3,627)		159,031		Transportation and storage revenue	340,526		(4,142)		336,384
Other	Other	5,747		(327)		5,420		Other	15,931		(4,857)		11,074
Total revenues (a)	Total revenues (a)	$	1,757,581	$	(96,852)	$	1,660,729	Total revenues (a)	$	13,540,686	$	(2,099,356)	$	11,441,330

Cost of sales and fuel (exclusive of depreciation and operating costs)	Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(1,037,543)	$	97,085	$	(940,458)	Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(11,337,352)	$	2,093,405	$	(9,243,947)
Operating costs	Operating costs	$	(218,737)	$	(5,727)	$	(224,464)	Operating costs	$	(545,492)	$	4,111	$	(541,381)
Depreciation and amortization	Depreciation and amortization	$	(139,409)	$	(1,007)	$	(140,416)	Depreciation and amortization	$	(309,449)	$	(2,166)	$	(311,615)
Equity in net earnings from investments	Equity in net earnings from investments	$	25,328	$	0	$	25,328	Equity in net earnings from investments	$	71,970	$	—	$	71,970
Investments in unconsolidated affiliates								Investments in unconsolidated affiliates	$	801,315	$	—	$	801,315
Total assets								Total assets	$	24,444,275	$	82,529	$	24,526,804
Capital expenditures	Capital expenditures	$	588,888	$	5,394	$	594,282	Capital expenditures	$	534,906	$	24,404	$	559,310

(a) - Noncustomer revenue for the ~~three~~six months ended June 30, ~~2020,~~2022, totaled ~~$18.8~~$(307.4) million related primarily to ~~gains~~losses from derivatives on commodity contracts.

Table of Contents


Six Months Ended June 30, 2021	Six Months Ended June 30, 2021	Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments		Six Months Ended June 30, 2021	Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
		(Thousands of dollars)									(Thousands of dollars)
NGL and condensate sales	NGL and condensate sales	$	1,058,190	$	5,244,434	$	0	$	6,302,624	NGL and condensate sales	$	1,058,190	$	5,244,434	$	—	$	6,302,624
Residue natural gas sales	Residue natural gas sales	570,049		0		115,459		685,508		Residue natural gas sales	570,049		—		115,459		685,508
Gathering, processing and exchange services revenue	Gathering, processing and exchange services revenue	65,826		242,855		0		308,681		Gathering, processing and exchange services revenue	65,826		242,855		—		308,681
Transportation and storage revenue	Transportation and storage revenue	0		86,592		245,284		331,876		Transportation and storage revenue	—		86,592		245,284		331,876
Other	Other	9,128		35,662		515		45,305		Other	9,128		35,662		515		45,305
Total revenues (c)	Total revenues (c)	1,703,193		5,609,543		361,258		7,673,994		Total revenues (c)	1,703,193		5,609,543		361,258		7,673,994

Cost of sales and fuel (exclusive of depreciation and operating costs)	Cost of sales and fuel (exclusive of depreciation and operating costs)	(1,105,792)		(4,460,238)		(10,557)		(5,576,587)		Cost of sales and fuel (exclusive of depreciation and operating costs)	(1,105,792)		(4,460,238)		(10,557)		(5,576,587)
Operating costs	Operating costs	(171,027)		(253,203)		(80,823)		(505,053)		Operating costs	(171,027)		(253,203)		(80,823)		(505,053)
Equity in net earnings from investments	Equity in net earnings from investments	2,170		8,694		48,176		59,040		Equity in net earnings from investments	2,170		8,694		48,176		59,040
Noncash compensation expense and other	Noncash compensation expense and other	5,438		11,123		2,817		19,378		Noncash compensation expense and other	5,438		11,123		2,817		19,378
Segment adjusted EBITDA	Segment adjusted EBITDA	$	433,982	$	915,919	$	320,871	$	1,670,772	Segment adjusted EBITDA	$	433,982	$	915,919	$	320,871	$	1,670,772

Depreciation and amortization	Depreciation and amortization	$	(134,300)	$	(148,693)	$	(28,965)	$	(311,958)	Depreciation and amortization	$	(134,300)	$	(148,693)	$	(28,965)	$	(311,958)
Investments in unconsolidated affiliates	Investments in unconsolidated affiliates	$	23,529	$	420,949	$	355,873	$	800,351	Investments in unconsolidated affiliates	$	23,529	$	420,949	$	355,873	$	800,351
Total assets	Total assets	$	6,564,118	$	14,309,709	$	2,110,459	$	22,984,286	Total assets	$	6,564,118	$	14,309,709	$	2,110,459	$	22,984,286
Capital expenditures	Capital expenditures	$	96,523	$	171,988	$	48,953	$	317,464	Capital expenditures	$	96,523	$	171,988	$	48,953	$	317,464

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $1.2 billion, of which $1.1 billion related to revenues within the segment, and cost of sales and fuel of $289.1 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $250.8 million and cost of sales and fuel of $16.6 million.

(c) - Intersegment revenues are primarily commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly, and for the Natural Gas Gathering and Processing segment totaled $1.0 billion. Intersegment revenues for the Natural Gas Liquids and Natural Gas Pipelines segments were not material.


Six Months Ended June 30, 2021	Six Months Ended June 30, 2021	Total Segments		Other and Eliminations		Total		Six Months Ended June 30, 2021	Total Segments		Other and Eliminations		Total
		(Thousands of dollars)							(Thousands of dollars)
Reconciliations of total segments to consolidated	Reconciliations of total segments to consolidated							Reconciliations of total segments to consolidated
NGL and condensate sales	NGL and condensate sales	$	6,302,624	$	(1,082,204)	$	5,220,420	NGL and condensate sales	$	6,302,624	$	(1,082,204)	$	5,220,420
Residue natural gas sales	Residue natural gas sales	685,508		0		685,508		Residue natural gas sales	685,508		—		685,508
Gathering, processing and exchange services revenue	Gathering, processing and exchange services revenue	308,681		0		308,681		Gathering, processing and exchange services revenue	308,681		—		308,681
Transportation and storage revenue	Transportation and storage revenue	331,876		(7,041)		324,835		Transportation and storage revenue	331,876		(7,041)		324,835
Other	Other	45,305		(1,106)		44,199		Other	45,305		(1,106)		44,199
Total revenues (a)	Total revenues (a)	$	7,673,994	$	(1,090,351)	$	6,583,643	Total revenues (a)	$	7,673,994	$	(1,090,351)	$	6,583,643

Cost of sales and fuel (exclusive of depreciation and operating costs)	Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(5,576,587)	$	1,088,098	$	(4,488,489)	Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(5,576,587)	$	1,088,098	$	(4,488,489)
Operating costs	Operating costs	$	(505,053)	$	(803)	$	(505,856)	Operating costs	$	(505,053)	$	(803)	$	(505,856)
Depreciation and amortization	Depreciation and amortization	$	(311,958)	$	(2,083)	$	(314,041)	Depreciation and amortization	$	(311,958)	$	(2,083)	$	(314,041)
Equity in net earnings from investments	Equity in net earnings from investments	$	59,040	$	0	$	59,040	Equity in net earnings from investments	$	59,040	$	—	$	59,040
Investments in unconsolidated affiliates	Investments in unconsolidated affiliates	$	800,351	$	0	$	800,351	Investments in unconsolidated affiliates	$	800,351	$	—	$	800,351
Total assets	Total assets	$	22,984,286	$	452,962	$	23,437,248	Total assets	$	22,984,286	$	452,962	$	23,437,248
Capital expenditures	Capital expenditures	$	317,464	$	6,658	$	324,122	Capital expenditures	$	317,464	$	6,658	$	324,122

(a) - Noncustomer revenue for the six months ended June 30, 2021, totaled $(208.2) million related primarily to losses from derivatives on commodity contracts.

~~Table of Contents~~

Six Months Ended
June 30, 2020 Natural Gas
Gathering and
Processing Natural Gas
Liquids (a) Natural Gas
Pipelines (b) Total
Segments

(Thousands of dollars)
NGL and condensate sales $ 329,498 $ 2,771,291 $ 0 $ 3,100,789
Residue natural gas sales 339,943 0 2,035 341,978
Gathering, processing and exchange services revenue 73,886 238,710 0 312,596
Transportation and storage revenue 0 91,636 240,141 331,777
Other 6,462 4,669 665 11,796
Total revenues (c) 749,789 3,106,306 242,841 4,098,936
Cost of sales and fuel (exclusive of depreciation and operating costs) (334,391) (2,183,908) (1,707) (2,520,006)
Operating costs (163,138) (196,548) (66,399) (426,085)
Equity in net earnings (loss) from investments (1,343) 23,065 48,233 69,955
Noncash compensation expense and other (2,520) (357) (611) (3,488)
Segment adjusted EBITDA $ 248,397 $ 748,558 $ 222,357 $ 1,219,312
Depreciation and amortization $ (114,175) $ (126,906) $ (29,694) $ (270,775)
Impairment charges (d) $ (564,353) $ (77,401) $ 0 $ (641,754)
Investments in unconsolidated affiliates $ 2,250 $ 427,032 $ 360,753 $ 790,035
Total assets $ 6,426,121 $ 13,183,168 $ 2,064,197 $ 21,673,486
Capital expenditures $ 299,781 $ 1,205,990 $ 27,500 $ 1,533,271

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $912.3 million, of which $810.8 million related to revenues within the segment, and cost of sales and fuel of $237.5 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $153.8 million and cost of sales and fuel of $12.8 million.

(c) - Intersegment revenues are primarily commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly, and for the Natural Gas Gathering and Processing segment totaled $321.5 million. Intersegment revenues for the Natural Gas Liquids and Natural Gas Pipelines segments were not material.

(d) - Includes noncash impairment charges of $380.5 million related primarily to long-lived assets, $153.4 million related to goodwill and $30.5 million related to an investment in an unconsolidated affiliate in our Natural Gas Gathering and Processing segment; and $70.2 million related to long-lived assets and $7.2 million related to an investment in an unconsolidated affiliate in our Natural Gas Liquids segment.

Six Months Ended
June 30, 2020 Total
Segments Other and
Eliminations Total

(Thousands of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales $ 3,100,789 $ (288,439) $ 2,812,350
Residue natural gas sales 341,978 (4,963) 337,015
Gathering, processing and exchange services revenue 312,596 0 312,596
Transportation and storage revenue 331,777 (7,436) 324,341
Other 11,796 (697) 11,099
Total revenues (a) $ 4,098,936 $ (301,535) $ 3,797,401
Cost of sales and fuel (exclusive of depreciation and operating costs) $ (2,520,006) $ 302,620 $ (2,217,386)
Operating costs $ (426,085) $ (5,419) $ (431,504)
Depreciation and amortization $ (270,775) $ (1,994) $ (272,769)
Impairment charges $ (641,754) $ 0 $ (641,754)
Equity in net earnings from investments $ 69,955 $ 0 $ 69,955
Investments in unconsolidated affiliates $ 790,035 $ 0 $ 790,035
Total assets $ 21,673,486 $ 1,318,981 $ 22,992,467
Capital expenditures $ 1,533,271 $ 10,690 $ 1,543,961

~~(a) - Noncustomer revenue for the six months ended June 30, 2020, totaled $99.0 million related primarily to gains from derivatives on commodity contracts.~~

Table of Contents

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
(Thousands of dollars)
Reconciliation of net income (loss) to total segment adjusted EBITDA
Net income (loss) $ 342,139 $ 134,321 $ 728,315 $ (7,536)
Add:
Interest expense, net of capitalized interest 184,957 218,968 370,480 359,584
Depreciation and amortization 156,921 140,416 314,041 272,769
Income tax expense (benefit) 110,069 43,140 232,201 (12,255)
Impairment charges 0 0 0 641,754
Noncash compensation expense (benefit) 7,825 957 24,108 (345)
Other corporate costs and equity AFUDC (a) 2,342 (1,578) 1,627 (34,659)
Total segment adjusted EBITDA $ 804,253 $ 536,224 $ 1,670,772 $ 1,219,312

~~(a) - The three and six months ended June 30, 2020, include corporate gains of $4.3 million and $20.0 million, respectively, on extinguishment of debt related to open market repurchases.~~


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
	(Thousands of dollars)
Reconciliation of net income to total segment adjusted EBITDA
Net income	$	414,378	$	342,139	$	805,549	$	728,315
Add:
Interest expense, net of capitalized interest	170,751		184,957		342,805		370,480
Depreciation and amortization	157,757		156,921		311,615		314,041
Income taxes	130,721		110,069		253,141		232,201

Noncash compensation expense	13,014		7,825		37,747		24,108
Other corporate costs and equity AFUDC	(1,055)		2,342		540		1,627
Total segment adjusted EBITDA	$	885,566	$	804,253	$	1,751,397	$	1,670,772

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited Consolidated Financial Statements and the Notes to Consolidated Financial Statements in this Quarterly Report, as well as our Annual Report.

RECENT DEVELOPMENTS

Please refer to the “Financial Results and Operating Information” and “Liquidity and Capital Resources” sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report for additional information.

Market Conditions ~~COVID-19~~ and Business Update - ~~We experienced earnings growth~~In the second quarter 2022, we benefited from ~~increased volumes~~higher commodity prices, compared to the second quarter 2021. Volumes remained relatively unchanged in the second quarter ~~2021,~~2022, compared with the second quarter ~~2020,~~2021, due primarily to increased producer activity in the Permian Basin and Rocky Mountain region and ~~higher commodity prices,~~increased ethane production in the Rocky Mountain region, which was offset by the impact of severe weather in the Rocky Mountain region in 2022. We also benefited from completed capital-growth projects, highlighting our extensive and integrated assets that are located in some of the ~~economic recovery from~~most productive shale basins in the ~~pandemic.~~United States. Although the energy industry has experienced many ~~up and down~~commodity cycles, we have positioned ourselves to reduce exposure to direct commodity price volatility. Each of our three reportable segments are primarily fee-based, and we expect our consolidated earnings to be approximately 90% fee-based in ~~2021.~~2022. While our Natural Gas Gathering and Processing segment’s earnings are primarily fee-based, we have direct commodity price exposure related primarily to fee with POP contracts. In addition, our Natural Gas Gathering and Processing and Natural Gas Liquids segments are exposed to volumetric risk as a result of ~~reduced~~ drilling and completion activity, ~~declining~~normal volumetric well ~~productivity,~~declines which are offset partially by rising gas-to-oil ratios, severe weather ~~disruption,~~disruptions, operational outages and crude oil, NGL and natural gas demand. Our Natural Gas Pipelines segment is not exposed to significant volumetric risk due to nearly all of our capacity being subscribed under long-term, firm fee-based contracts.

~~In continued response~~Medford Incident - On July 9, 2022, a fire occurred at our 210 MBbl/d Medford, Oklahoma, natural gas liquids fractionation facility. All personnel are safe and accounted for with evacuations of local residents taken as a precautionary measure. While the facility is not currently operational, we are using our integrated NGL pipeline system between the Mid-Continent and Gulf Coast, along with our fractionation and storage assets and fractionation and storage arrangements with industry peers, to ~~COVID-19,~~provide midstream services. We are working to reduce future impacts to our suppliers and customers. We are cooperating with government agencies, as applicable, and we ~~remain committed~~continue our efforts to ~~managing~~determine the ~~impact~~cause of the ~~pandemic on our employees. We continue~~event and expect the Medford facility to ~~protect our workforce~~remain out of service for an extended period. Subject to the terms and ~~as always,~~conditions of the policies and any applicable sub-limits, we ~~remain focused on operating our assets safely, reliably~~have property damage and ~~in an environmentally responsible manner. We continue to monitor the COVID-19 outbreak~~business interruption insurance coverage with a combined per occurrence limit of $2 billion and ~~have previously implemented our~~deductibles of $5 million per occurrence for property damage and a 45-day waiting period per occurrence for business continuity plans. ONEOK is a critical infrastructure business as defined by the United States Department of Homeland Security and, therefore, our workforce has remained fully engaged within federal, state and local government issued guidelines and safety-related ordinances. We continue to practice remote work procedures when possible to protect the safety of our employees and their families and continue to take precautions for our employees who work in the field or need to report to a ONEOK facility. As COVID-19 vaccinations are readily available, we anticipate implementing a return to office plan later this year. We continue to apply risk-management and cybersecurity measures designed so that our systems remain functional in order to both serve our operational needs and to provide service to our customers.interruption coverage.

~~Due to higher commodity prices and increased producer activity~~We are in the ~~regions we operate, volumes in~~early stages of determining the ~~second quarter 2021 increased, compared with the first quarter 2021, in both our Natural Gas Gathering~~full extent of property damage and ~~Processing~~developing information to support a claim for property damage and ~~Natural Gas Liquids segments.~~business interruption losses. We expect ~~volumes~~our insurance coverage to ~~remain strong for~~mitigate our financial loss, which cannot be reasonably estimated at this time. As a result of our insurance coverage, we do not currently anticipate that the ~~remainder of 2021 due to continued increases in producer activity and increased ethane demand from the petrochemical industry.~~

Table of Contents

Medford incident will have a material effect on our financial condition, results of operations or cash flows. However, the timing of insurance proceeds may impact our results in a given quarter or year.

Severe weather - In ~~February 2021, Winter Storm Uri~~the second quarter 2022, we experienced two separate severe weather events in the Rocky Mountain region that brought ~~significant challenges~~disruptions to ~~the energy industry and~~ our ~~operating areas.~~operations. Our employees in the region were ~~proactive in preparing for the severe winter weather,~~well prepared and made the necessary operational adjustments to ~~keep our assets operational and provided exceptional service to meet~~maintain the ~~needs~~safety of our ~~customers during the difficult weather~~employees, their families and our assets. Blizzard conditions ~~as demand for natural gas, propane~~ and ~~electricity soared. This increased demand, coupled with supply reductions from wellhead freeze-offs and~~region-wide power outages ~~to processing plants in~~negatively impacted the ~~Mid-Continent~~gathered and Rocky Mountain regions and the Permian Basin and fractionators in the Mid-Continent region, resulted in record high commodity prices at certain market hubs, particularly in the Mid-Continent region and in Texas. Commodity prices quickly returned to previous levels as the weather improved and natural gas supply returned.

Winter Storm Uri impacted all three of our operating segments, resulting in a net positive impact to our financial results, primarily in the first quarter 2021 and for the six months ended June 30, 2021, as our ability to meet increased demand for natural gas and to provide services during the period offset the unfavorable volume impacts. Our well-positioned natural gas storage assets and market connected pipelines in our Natural Gas Pipelines segment were able to meet critical needs during this period of severe winter weather. The reliability of our interstate and intrastate assets enabled us to continue to provide our customers access to transportation services, park-and-loan services and additional natural gas supply if available, which improved our financial results. However, wellhead freeze-offs reduced Februaryprocessed volumes in our Natural Gas Gathering and Processing segment, and NGL volumes delivered to and transported by our Natural Gas Liquids ~~segments, which negatively impacted our financial results~~segment, including volumes from third parties, in April and May 2022. By the ~~first quarter 2021.~~end of May, volumes approached pre-outage levels.

Geopolitical events and supply chain - Recent geopolitical events have disrupted global supply chains and have caused volatile commodity prices for natural gas, NGLs and crude oil. The United States has banned the import of Russian oil and other energy commodities, and European countries have taken steps to reduce imports of Russian oil and natural gas. In addition, a recent LNG facility outage has further disrupted the overseas and domestic natural gas markets. These events have highlighted the importance of a strong national energy supply and infrastructure supporting the United States economy and national security. We operate an integrated, reliable, resilient and diversified network of NGL and natural gas gathering, processing, fractionation, storage and transportation assets connecting supply in the Rocky Mountain, Mid-Continent, Permian and Gulf Coast regions with key market centers. We believe our assets are well positioned to provide midstream services to producers and end-use markets as they respond to increased domestic and international demand.

Inflation - Inflation in the United States increased significantly in late 2021 and into 2022. This rise in inflation has generally resulted in higher costs in 2022. Although it is expected that this trend will continue, we do not expect ~~to maintain sufficient liquidity~~a material impact on our results of operations as we believe the fee escalators or fuel recovery mechanisms on many of our natural gas liquids and ~~financial stability~~natural gas gathering and processing contracts offset the increase in ~~2021 due to cash flows from operations, our undrawn $2.5 Billion Credit Agreement, $374.4 million in cash and cash equivalents and no debt maturities until 2022.~~costs.

See Part I, Item 3, Quantitative and Qualitative Disclosures About Market Risk, in this Quarterly Report for more information on our exposure to market risk.

~~Sustainability and Social Responsibility -~~ We continue to look for ways to reduce our environmental impact and utilize more efficient technologies. In 2021, we qualified for inclusion in the S&P Global Sustainability Yearbook and received Industry Mover status, which is awarded to a company that recorded the strongest year-over-year improvement in its industry. In addition, we received a perfect score of 100 in the Human Rights Campaign 2021 Corporate Equality Index. We have a stand-alone environmental sustainability team, formed in 2017, that accelerated our ongoing environmental stewardship efforts and is exploring ways to lower our greenhouse gas emissions. Additionally, in 2020, we created a group dedicated to the commercial development of renewable energy and low-carbon projects. Together with our sustainability team, we are actively researching opportunities that will complement our extensive midstream assets and expertise, strengthening the vital role we expect to play in the transformation to a lower-carbon economy.

Natural Gas - In our Natural Gas Gathering and Processing segment, ~~gathered and processed volumes in the Rocky Mountain region increased~~we benefited from higher realized commodity prices, net of hedging, in the second quarter ~~2021,~~2022, compared with the ~~first~~second quarter 2021. Gathered and processed volumes remained relatively unchanged in the second quarter 2022, compared with the second quarter 2021, due primarily to increased production and the impact of seasonal winter weather in the first quarter 2021, and increased compared with the second quarter 2020, due primarily to increased production and the impact of curtailed production in the second quarter 2020. We expect volumesproducer activity in the Rocky Mountain region ~~to continue to increase for~~and SCOOP and STACK areas of Oklahoma, offset partially by the ~~remainder~~impact of 2021 due to increased producer activity, which includes the completion of previously drilled but uncompleted wells. Our Bear Creek plant expansion, which was previously paused, is expected to be completedsevere weather in the ~~fourth quarter 2021, which will increase our total processing capacity to approximately 1.7 Bcf/d~~Rocky Mountain region in ~~the Williston Basin.~~2022.

In our Natural Gas Pipelines segment, our assets are connected to key supply areas and demand centers, including export markets in Mexico via Roadrunner and supply areas in Canada and the United States via our interstate and intrastate natural gas pipelines and Northern Border Pipeline, which enable us to provide essential natural gas transportation and storage services. Continuedcontinued demand from local distribution companies, electric-generation facilities and large industrial companies resulted in low-cost expansions ~~in 2019, 2020, 2021 and expansions expected to be completed in 2022~~ that position us well to provide additional services to our ~~customers when needed.~~customers. In ~~February 2021, severe winter weather impacted our operations. Due to the reliability~~April 2022, we completed a 1.1 Bcf expansion of our pipeline and storage assets, we were able to continue to provide services to customers meeting critical needs during the winter storm. The contracted portion of our natural gas transportation capacity is not significantly impacted by commodity prices, as our end users rely on natural gas to support their business regardless of commodity price fluctuations. We continue to experience stable fee-based earnings with transportation capacity approximately 95% contracted with firm commitments, which we expect to continue throughout 2021 at similarly contracted levels. Our ability to provide reliable service throughout the extreme weather conditions highlighted the importance of market-connected pipelines and storage assets and the value of these services. Since the storm, we have received increased interest from customers seeking additional long-term transportation and storage capacity on our system, and we have recontracted storage services at higher rates and longer terms. In addition, during the first quarter 2021, we sold natural gas that we owned and held in storage, which benefited our

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~~segment’s financial results. During the extreme winter weather periods, we maximized~~Texas natural gas storage ~~withdrawals for firm service customers serving critical needs.~~facilities’ capacities, and the expansion is fully subscribed through 2032. We are currently expanding the injection capabilities of our Oklahoma natural gas storage facilities resulting in the ability to utilize and subscribe an additional 4 Bcf of our existing storage capacity, with expected completion in second quarter 2023. As of June 2022, we have subscribed approximately 90% of the 4 Bcf of storage capacity through 2029 and continue to market the remaining capacity.

NGLs - In our Natural Gas Liquids segment, NGL volumes ~~were higher~~increased in the second quarter ~~2021,~~2022, compared with the ~~first~~second quarter 2021, due primarily to increased ~~producer activity~~production in the Permian Basin and Rocky Mountain region and increased ethane production ~~across our system and the negative impact of Winter Storm Uri on volumes~~ in the ~~first quarter 2021. Volumes were also higher, compared with the second quarter 2020, due primarily to~~Rocky Mountain region, which more than offset the impact of ~~curtailed production~~severe weather in the ~~second quarter 2020, and increased producer activity and ethane production across our system~~Rocky Mountain region in 2021. We expect NGL volumes to continue to increase due to increased producer activity driven by stronger demand for energy as a result of economic recovery from the pandemic. We also expect volumes to increase as demand for ethane increases as new petrochemical plants come on-line. We expect to benefit from these higher volumes, without significant investment, due to our recently completed capital-growth projects.2022.

Ethane Production - Price differentials between ethane and natural gas can cause natural gas processors to extract ethane or leave it in the natural gas ~~stream.~~stream, known as ethane rejection. As a result of these ethane economics, ethane volumes on our system can ~~fluctuate period to period.~~fluctuate. Ethane volumes under long-term contracts delivered to our NGL system ~~averaged~~increased approximately 45 MBbl/d to an average of 480 MBbl/d in the second quarter 2022, compared with 435 MBbl/d in the second ~~quarter 2021, compared with 355 MBbl/d in the first~~ quarter 2021, due primarily to changes in ethane extraction ~~economics and the negative impact of Winter Storm Uri in the first quarter 2021.~~economics. We estimate that there ~~is approximately~~are more than 225 MBbl/d of discretionary ethane, consisting of ~~approximately~~more than 125 MBbl/d in the Rocky Mountain region and approximately 100 MBbl/d in the Mid-Continent region, that can be recovered and transported on our system. ~~Ethane recovery opportunities will fluctuate based on regional natural gas pricing, ethane economics and potential incentivized recovery.~~

Growth Projects - We ~~operate an integrated, reliable and diversified network of NGL and natural gas gathering, processing, fractionation, storage and transportation assets connecting supply~~announced plans in ~~the Rocky Mountain, Mid-Continent and Permian regions with key market centers. We have completed significant capital-growth projects that include NGL pipelines, NGL fractionators,~~late 2021 to restart construction on our 200 MMcf/d Demicks Lake III natural gas processing plants and related natural gas and NGL infrastructure. These projects provide us the capacity to benefit from future supply growth without significant capital investment. Our announced capital-growth projects are outlinedplant in the ~~table below:~~Williston Basin and our 125 MBbl/d MB-5 fractionator in Mont Belvieu, Texas, which are now expected to be completed in the first quarter 2023 and second quarter 2023, respectively. See “Executive Summary” in Part I,


~~Project~~	~~Scope~~	Approximate Costs (a)	~~Expected Completion~~
~~Natural Gas Gathering and Processing~~		(~~In millions~~) 30 Table of Contents




~~Bear Creek plant expansion and related infrastructure~~	~~200 MMcf/d processing plant expansion and related gathering infrastructure in the Williston Basin~~	~~$405~~	~~Q4 2021~~
	~~Supported by acreage dedications with long-term primarily fee-based contracts~~
~~Natural Gas Liquids~~















~~Arbuckle II pipeline expansion~~	~~Increasing mainline capacity with additional pump facilities~~	~~$60~~	~~Completed~~
	~~Increases capacity to 500 MBbl/d~~
~~MB-5 fractionator and related infrastructure~~	~~125 MBbl/d NGL fractionator in Mont Belvieu, Texas, and related infrastructure, which includes additional NGL storage in Mont Belvieu~~	~~$750~~	~~Paused (b)~~

~~West Texas LPG pipeline expansion~~	~~Increasing mainline capacity by 40 MBbl/d~~	~~$145~~	~~Paused (b)~~

~~Mid-Continent fractionation facility expansions~~	~~65 MBbl/d of expansions at our Mid-Continent NGL facilities~~	~~$150~~	~~Paused (b)~~

~~(a)~~ Item 1, Business and “Recent Developments” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report for more information on our growth projects.

Sustainability and Social Responsibility - ~~Excludes capitalized interest/AFUDC.~~

~~(b) -~~In 2021 and 2022, we qualified for inclusion in the S&P Global Sustainability Yearbook and received a perfect score of 100 in the Human Rights Campaign Corporate Equality Index. In 2021, we received an MSCI Inc. ESG Rating of AA, were named to JUST Capital’s list of Top 100 U.S. Companies Supporting Healthy Families and Communities and received an ESG Risk Rating placing us in the top 10% in the refiners and pipelines industry assessed by Sustainalytics. We ~~do not expect~~continue to ~~complete construction by~~look for ways to reduce our environmental impact and utilize more efficient technologies. We are evaluating the ~~original target completion date. While many~~development of ~~the construction activities on these~~renewable energy and low-carbon projects, ~~were paused in 2020, some activity continued in order to complete the infrastructure necessary to support volumes until market conditions warrant full project completion.~~including opportunities that may complement our extensive midstream assets and expertise.

Dividends - In February ~~2021~~2022 and May ~~2021,~~2022, we maintained and paid a quarterly common stock dividend of $0.935 per share ($3.74 per share on an annualized basis), which is consistent with the respective quarters in the prior year. We declared a quarterly common stock dividend of $0.935 per share ($3.74 per share on an annualized basis) in July ~~2021.~~2022. The quarterly common stock dividend will be paid August ~~16, 2021,~~15, 2022, to shareholders of record at the close of business on August ~~2, 2021.~~1, 2022.

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FINANCIAL RESULTS AND OPERATING INFORMATION

How We Evaluate Our Operations

Management uses a variety of financial and operating metrics to analyze our performance. Our consolidated financial metrics include: (1) operating income; (2) net ~~income (loss);~~income; (3) diluted EPS; and (4) ~~the following non-GAAP financial measures:~~ adjusted ~~EBITDA and distributable cash flow.~~EBITDA. We evaluate segment operating results using adjusted EBITDA and our operating metrics, which include various volume and rate statistics that are relevant for the respective segment. These operating metrics allow investors to analyze the various components of segment financial results in terms of volumes and rate/price. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results. For additional information on our operating metrics, see the respective segment subsections of this “Financial Results and Operating Information” section.

Non-GAAP Financial Measures - Adjusted EBITDA ~~distributable cash flow and dividend coverage ratio are~~is a non-GAAP ~~measures~~measure of our financial performance. Adjusted EBITDA is defined as net income adjusted for interest expense, depreciation and amortization, noncash impairment charges, income taxes, allowance for equity funds used during construction, noncash compensation expense and certain other noncash items. 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 net cash distributions received from unconsolidated affiliates and certain other items. Dividend coverage ratio is defined as distributable cash flow to common shareholders divided by the dividends paid in the period. We believe ~~these~~this non-GAAP financial ~~measures are~~measure is useful to investors because ~~they~~it and similar measures are used by many companies in our industry as a measurement of financial performance and ~~are~~is commonly employed by financial analysts and others to evaluate our financial performance and to compare financial performance among companies in our industry. Adjusted EBITDA ~~distributable cash flow and dividend coverage ratio~~ should not be considered ~~alternatives~~an alternative to net income, EPS or any other measure of financial performance presented in accordance with GAAP. Additionally, ~~these calculations~~this calculation may not be comparable with similarly titled measures of other companies.

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Consolidated Operations

Selected Financial Results - The following table sets forth certain selected financial results for the periods indicated:


		Three Months Ended				Six Months Ended				Three Months	Six Months		Three Months Ended				Six Months Ended				Three Months	Six Months
		June 30,				June 30,				2021 vs. 2020	2021 vs. 2020		June 30,				June 30,				2022 vs. 2021	2022 vs. 2021
Financial Results	Financial Results	2021		2020		2021		2020		$ Increase (Decrease)	$ Increase (Decrease)	Financial Results	2022		2021		2022		2021		$ Increase (Decrease)	$ Increase (Decrease)
		(Millions of dollars, except per share amounts)											(Millions of dollars, except per share amounts)
Revenues	Revenues											Revenues
Commodity sales	Commodity sales	$	3,074.8	$	1,343.6	$	5,910.9	$	3,152.2	1,731.2	2,758.7	Commodity sales	$	5,650.8	$	3,074.8	$	10,756.0	$	5,910.9	2,576.0	4,845.1
Services	Services	314.2		317.1		672.7		645.2		(2.9)	27.5	Services	345.9		314.2		685.3		672.7		31.7	12.6
Total revenues	Total revenues	3,389.0		1,660.7		6,583.6		3,797.4		1,728.3	2,786.2	Total revenues	5,996.7		3,389.0		11,441.3		6,583.6		2,607.7	4,857.7
Cost of sales and fuel (exclusive of items shown separately below)	Cost of sales and fuel (exclusive of items shown separately below)	2,367.0		940.5		4,488.5		2,217.4		1,426.5	2,271.1	Cost of sales and fuel (exclusive of items shown separately below)	4,878.0		2,367.0		9,243.9		4,488.5		2,511.0	4,755.4
Operating costs	Operating costs	254.3		224.4		505.9		431.4		29.9	74.5	Operating costs	277.3		254.3		541.4		505.9		23.0	35.5
Depreciation and amortization	Depreciation and amortization	156.9		140.4		314.0		272.8		16.5	41.2	Depreciation and amortization	157.8		156.9		311.6		314.0		0.9	(2.4)
Impairment charges		—		—		—		604.0		—	(604.0)
Gain on sale of assets		(0.7)		(0.3)		(1.0)		(0.5)		0.4	0.5

Other operating (income) expense, net												Other operating (income) expense, net	(5.4)		(0.7)		(7.0)		(1.0)		4.7	8.0
Operating income	Operating income	$	611.5	$	355.7	$	1,276.2	$	272.3	255.8	1,003.9	Operating income	$	689.0	$	611.5	$	1,351.4	$	1,276.2	77.5	75.2
Equity in net earnings from investments	Equity in net earnings from investments	$	25.7	$	25.3	$	59.0	$	70.0	0.4	(11.0)	Equity in net earnings from investments	$	35.6	$	25.7	$	72.0	$	59.0	9.9	13.0
Impairment of equity investments		$	—	$	—	$	—	$	(37.7)	—	(37.7)

Interest expense, net of capitalized interest	Interest expense, net of capitalized interest	$	(185.0)	$	(219.0)	$	(370.5)	$	(359.6)	(34.0)	10.9	Interest expense, net of capitalized interest	$	(170.8)	$	(185.0)	$	(342.8)	$	(370.5)	(14.2)	(27.7)
Net income (loss)		$	342.1	$	134.3	$	728.3	$	(7.5)	207.8	735.8
Net income												Net income	$	414.4	$	342.1	$	805.5	$	728.3	72.3	77.2
Diluted EPS	Diluted EPS	$	0.77	$	0.32	$	1.63	$	(0.02)	0.45	1.65	Diluted EPS	$	0.92	$	0.77	$	1.80	$	1.63	0.15	0.2
Adjusted EBITDA	Adjusted EBITDA	$	801.5	$	533.9	$	1,667.9	$	1,234.7	267.6	433.2	Adjusted EBITDA	$	886.0	$	801.5	$	1,749.9	$	1,667.9	84.5	82.0
Distributable cash flow		$	570.0	$	300.5	$	1,231.8	$	822.9	269.5	408.9
Capital expenditures	Capital expenditures	$	147.4	$	594.3	$	324.1	$	1,544.0	(446.9)	(1,219.9)	Capital expenditures	$	302.3	$	147.4	$	559.3	$	324.1	154.9	235.2

See reconciliation of net income ~~(loss)~~ to adjusted EBITDA ~~and distributable cash flow~~ in the “Non-GAAP Financial Measures” section.

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Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel in our Consolidated Statements of Income and, therefore, the impact is largely offset between these line items, except where noted.

Operating income increased ~~$255.8~~$77.5 million for the three months ended June 30, ~~2021,~~2022, compared with the same period in ~~2020,~~2021, primarily as a result of the following:

•Natural Gas Liquids - ~~increases~~an increase of ~~$137.5~~$37.7 million in exchange services related primarily to higher average fee rates, higher volumes ~~in the Rocky Mountain region~~ and ~~$35.9~~wider commodity price differentials, offset partially by higher transportation and fractionation costs; and an increase of $10.1 million in optimization and marketing;

•Natural Gas Gathering and Processing - an increase of $32.8 million due primarily to higher realized commodity prices, net of hedging; and

•Natural Gas Pipelines -anincrease of $12.5 million in storage services due primarily to higher storage rates; offset by

•Consolidated Operating Costs - an increase of $23.0 million due primarily to higher outside services, materials and supplies and property taxes.

Operating income increased $75.2 million for the six months ended June 30, 2022, compared with the same period in 2021, primarily as a result of the following:

•Natural Gas Liquids - an increase of $142.2 million in exchange services related primarily to higher average fee rates, higher volumes, wider commodity price differentials and the unfavorable impact of Winter Storm Uri in the first quarter 2021, offset partially by higher transportation and fractionation costs; and

•Natural Gas Gathering and Processing - an increase of ~~$85.3~~$26.4 million due primarily to ~~lower~~higher realized NGL prices, ~~in the prior year impacting our fee with POP contracts~~net of hedging, and ~~$60.1~~$20.9 million from higher volumes ~~due primarily to prior year production curtailments and increased production~~ in the Rocky Mountain region; offset by

•~~an increase of $29.9 million in consolidated operating costs due primarily to higher materials and supplies, outside services, employee-related costs and ad valorem taxes;~~

•~~an increase of $16.5 million in depreciation expense due to capital projects placed in service;~~ ~~and~~

•Natural Gas Pipelines - a decrease of ~~$10.9 million from lower transportation services due primarily to a favorable $13.5 million contract settlement in April 2020.~~

~~Operating income increased $1.0 billion for the six months ended June 30, 2021, compared with the same period in 2020, primarily as a result of the following:~~

•~~an increase of $604.0~~$129.4 million due to ~~noncash impairment charges in our Natural Gas Gathering and Processing and Natural Gas Liquids segments in the six months ended June 30, 2020;~~

•~~Natural Gas Liquids~~ - increases of $201.2 million in exchange services related primarily to higher volumes in the Rocky Mountain region and $74.7 million in optimization and marketing, offset by a $46.2 million decrease from the impact of Winter Storm Uri in ~~exchange~~the first quarter 2021 on natural gas sales of volumes previously held in inventory, interruptible transportation revenue and park and loan revenue, offset partially by increases of $17.6 million due to higher storage services and $13.9 million from higher pricing on transportation and compression services;and

•~~Natural Gas Gathering and Processing~~Consolidated Operating Costs - an increase of ~~$130.9~~$35.5 million due primarily to ~~lower realized prices in the prior year impacting our fee with POP contracts and $51.0 million from~~ higher ~~volumes due primarily to increased production and prior year curtailments in the Rocky Mountain region;~~ ~~and~~

•~~Natural Gas Pipelines~~ ~~- an increase of $105.4 million due primarily to increased natural gas sales;~~ ~~offset by~~

•an increase of $74.5 million in consolidated operating costs due primarily to a benefit related to the mark-to-market of our share-based deferred compensation plan in the prior year, higher employee-related costs, ad valorem taxes andoutside services, materials and ~~supplies;~~ supplies and

•~~an increase of $41.2 million in depreciation expense due to capital projects placed in service.~~ property taxes.

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Net income and diluted EPS increased for the three months and six months ended June 30, ~~2021,~~2022, compared with the same ~~period~~periods in ~~2020,~~2021, due primarily to the items discussed above, lower interest expense related to lower debt balances and increased capitalized interest and higher ~~interest expense~~equity in ~~the prior year related to the settlement of our $1.3 billion of interest-rate swaps used to hedge our LIBOR-based interest payments. These increases were offset partially by higher income taxes.~~

Net income and diluted EPS increased for the six months ended June 30, 2021, compared with the same period in 2020, due primarily to the items discussed above and noncash impairment charges related to equity investments in our Natural Gas Gathering and Processing and Natural Gas Liquids segments in the prior year.net earnings from investments. These increases were offset partially by higher income taxes ~~a $20.0 million gain in 2020 on extinguishment of debt~~and losses related to ~~open market repurchases and lower equity AFUDC due to completed projects.~~the mark-to-market of investments associated with certain benefit plan investments.

Capital expenditures ~~decreased~~increased for the three and six months ended June 30, ~~2021,~~2022, compared with the same periods in ~~2020,~~2021, due primarily to our ~~previously completed~~capital-growth projects, including the construction of our Demicks Lake III natural gas processing plant and ~~paused capital-growth projects.~~our MB-5 fractionator.

Additional information regarding our financial results and operating information is provided in the following discussion for each of our segments.

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Natural Gas Gathering and Processing

Overview - Our Natural Gas Gathering and Processing segment provides midstream services to producers in North Dakota, Montana, Wyoming, Kansas and Oklahoma. Raw natural gas is typically gathered at the wellhead, compressed and transported through pipelines to our processing facilities. Processed natural gas, usually referred to as residue natural gas, is then recompressed and delivered to natural gas pipelines, storage facilities and end users. The NGLs separated from the raw natural gas are sold and delivered through NGL pipelines to fractionation facilities for further processing.

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Our Natural Gas Gathering and Processing segment’s earnings are primarily fee-based, but we have some direct commodity price exposure related primarily to fee with POP contracts. Under certain fee with POP contracts, our contractual fees and POP percentage may increase or decrease if production volumes, delivery pressures or commodity prices change relative to specified thresholds. To mitigate the impact of this commodity price exposure, we have hedged a significant portion of our Natural Gas Gathering and Processing segment’s commodity price risk for the remainder of ~~2021~~2022 and ~~into 2022.~~2023. This segment has substantial long-term acreage dedications in some of the most productive areas of the Williston Basin, which helps to mitigate long-term volumetric risk.

Growth Projects - Our Natural Gas Gathering and Processing segment ~~has invested~~invests in growth projects in NGL-rich areas in the Williston ~~Basin. See “Growth Projects”~~Basin driven by demand for gathering and processing services by producers in the regions in which we operate. See “Executive Summary” in Part I, Item 1, Business and “Recent Developments” ~~section~~in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report for ~~discussion of~~more information on our ~~capital-growth project.~~growth projects.

For a discussion of our capital expenditure financing, see “Capital Expenditures” in the “Liquidity and Capital Resources” section.

Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Gathering and Processing segment for the periods indicated:


		Three Months Ended				Six Months Ended				Three Months	Six Months		Three Months Ended				Six Months Ended				Three Months	Six Months
		June 30,				June 30,				2021 vs. 2020	2021 vs. 2020		June 30,				June 30,				2022 vs. 2021	2022 vs. 2021
Financial Results	Financial Results	2021		2020		2021		2020		$ Increase (Decrease)	$ Increase (Decrease)	Financial Results	2022		2021		2022		2021		$ Increase (Decrease)	$ Increase (Decrease)
		(Millions of dollars)											(Millions of dollars)
NGL sales		$	535.9	$	94.0	$	993.5	$	272.4	441.9	721.1
Condensate sales		30.5		15.6		64.7		57.1		14.9	7.6
NGL and condensate sales												NGL and condensate sales	$	1,039.2	$	566.4	$	2,043.5	$	1,058.2	472.8	985.3
Residue natural gas sales	Residue natural gas sales	257.8		150.9		570.0		339.9		106.9	230.1	Residue natural gas sales	659.7		257.8		1,210.8		570.0		401.9	640.8
Gathering, compression, dehydration and processing fees and other revenue	Gathering, compression, dehydration and processing fees and other revenue	39.3		39.3		75.0		80.4		—	(5.4)	Gathering, compression, dehydration and processing fees and other revenue	41.3		39.3		77.6		75.0		2.0	2.6
Cost of sales and fuel (exclusive of depreciation and operating costs)	Cost of sales and fuel (exclusive of depreciation and operating costs)	(550.5)		(132.2)		(1,105.8)		(334.4)		418.3	771.4	Cost of sales and fuel (exclusive of depreciation and operating costs)	(1,398.6)		(550.5)		(2,687.2)		(1,105.8)		848.1	1,581.4
Operating costs, excluding noncash compensation adjustments	Operating costs, excluding noncash compensation adjustments	(82.0)		(74.7)		(162.7)		(162.4)		7.3	0.3	Operating costs, excluding noncash compensation adjustments	(95.3)		(82.0)		(183.9)		(162.7)		13.3	21.2
Equity in net earnings from investments	Equity in net earnings from investments	0.4		(2.1)		2.2		(1.3)		2.5	3.5	Equity in net earnings from investments	1.6		0.4		3.2		2.2		1.2	1.0
Other	Other	(2.1)		(2.1)		(2.9)		(3.3)		—	0.4	Other	4.3		(2.1)		2.9		(2.9)		6.4	5.8
Adjusted EBITDA	Adjusted EBITDA	$	229.3	$	88.7	$	434.0	$	248.4	140.6	185.6	Adjusted EBITDA	$	252.2	$	229.3	$	466.9	$	434.0	22.9	32.9
Impairment charges		$	—	$	—	$	—	$	564.4	—	(564.4)
Capital expenditures	Capital expenditures	$	56.9	$	118.2	$	96.5	$	299.8	(61.3)	(203.3)	Capital expenditures	$	123.4	$	56.9	$	216.7	$	96.5	66.5	120.2

See reconciliation of net income ~~(loss)~~ to adjusted EBITDA in the “Non-GAAP Financial Measures” section.

Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel and, therefore, the impact is largely offset between these line items.

Adjusted EBITDA increased ~~$140.6~~$22.9 million for the three months ended June 30, ~~2021,~~2022, compared with the same period in ~~2020,~~2021, primarily as a result of the following:

•an increase of ~~$85.3~~$32.8 million due primarily to ~~lower~~higher realized commodity prices, ~~in the prior year impacting our fee with POP contracts;~~net of hedging; and

•an increase of $5.3 million due to a contract settlement in 2022; ~~of $60.1 million from higher volumes due primarily to prior year production curtailments and increased production in the Rocky Mountain region,~~ offset ~~partially by natural production declines in the Mid-Continent region; offset~~ by

•an increase of ~~$7.3~~$13.3 million in operating costs due primarily to higher materials and supplies ~~and outside services.~~

~~Adjusted EBITDA increased $185.6 million for the six months ended June 30, 2021, compared with the same period in 2020, primarily as a result of the following:~~

•~~an increase of $130.9 million~~expense due primarily to ~~lower realized prices in~~ the ~~prior year impacting~~growth of our ~~fee with POP contracts;~~operations and higher outside services; and

•an~~increase~~a decrease of ~~$51.0~~$4.1 million from ~~higher~~lower volumes due primarily to ~~increased production and prior year curtailments~~the impact of severe weather in the Rocky Mountain region ~~offset partially by natural production declines~~ in the ~~Mid-Continent region.~~second quarter 2022.

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Adjusted EBITDA increased $32.9 million for the six months ended June 30, 2022, compared with the same period in 2021, primarily as a result of the following:

◦an increase of $26.4 million due primarily to higher realized NGL prices, net of hedging;

◦an increase of $20.9 million from higher volumes due primarily to increased producer activity in the Rocky Mountain region, offset partially by volume declines in the Mid-Continent region and the impact of severe weather in the Rocky Mountain region in the second quarter 2022; and

◦an increase of $5.3 million due to a contract settlement in 2022; offset by

◦an increase of $21.2 million in operating costs due primarily to higher materials and supplies expense due primarily to the growth of our operations and higher outside services.

Capital expenditures ~~decreased~~increased for the three and six months ended June 30, ~~2021,~~2022, compared with the same periods in ~~2020,~~2021, due primarily to ~~capital-growth~~growth projects, completed in the prior year. The six months ended June 30, 2021, also decreased due to spending in the first quarter 2020 on capital-growth projects that were paused at the end of the first quarter 2020.including our Demicks Lake III project.


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
Operating Information (a)	Operating Information (a)	2021		2020		2021		2020		Operating Information (a)	2022		2021		2022		2021
Natural gas gathered (BBtu/d)	Natural gas gathered (BBtu/d)	2,732		2,225		2,661		2,497		Natural gas gathered (BBtu/d)	2,726		2,732		2,731		2,661
Natural gas processed (BBtu/d) (b)	Natural gas processed (BBtu/d) (b)	2,481		2,067		2,431		2,317		Natural gas processed (BBtu/d) (b)	2,506		2,481		2,511		2,431

Average fee rate ($/MMBtu)	Average fee rate ($/MMBtu)	$	1.06	$	0.71	$	1.05	$	0.78	Average fee rate ($/MMBtu)	$	1.05	$	1.06	$	1.04	$	1.05

(a) - Includes volumes for consolidated entities only.

(b) - Includes volumes we processed at company-owned and third-party facilities.

Our natural gas gathered and natural gas processed volumes ~~increased~~ for the three and six months ended June 30, ~~2021,~~2022, remained relatively unchanged compared with the same periods in ~~2020,~~2021, due primarily to increased ~~production and the impact of curtailed production in the second quarter 2020~~producer activity in the Rocky Mountain region and SCOOP and STACK areas of Oklahoma, offset partially by ~~natural production declines in~~ the ~~Mid-Continent region.~~

~~Our average fee rate increased for the three and six months ended June 30, 2021, compared with the same periods in 2020, due primarily to an increase~~impact of severe weather in the Rocky Mountain ~~region’s contribution to our average fee rate.~~region in the second quarter 2022.

Commodity Price Risk - See discussion regarding our commodity price risk under “Commodity Price Risk” in Item 3, Quantitative and Qualitative Disclosures about Market Risk in this Quarterly Report.

Natural Gas Liquids

Overview - Our Natural Gas Liquids segment owns and operates facilities that gather, fractionate, treat and distribute NGLs and store NGL products, primarily in Oklahoma, Kansas, Texas, New Mexico and the Rocky Mountain region, which includes the Williston, Powder River and DJ Basins. We provide midstream services to producers of NGLs and deliver those products to the two primary market centers: one in the Mid-Continent in Conway, Kansas, and the other in the Gulf Coast in Mont Belvieu, Texas. We own or have an ownership interest in FERC-regulated NGL gathering and distribution pipelines in Oklahoma, Kansas, Texas, New Mexico, Montana, North Dakota, Wyoming and Colorado, and terminal and storage facilities in Kansas, Missouri, Nebraska, Iowa and Illinois. We have a 50% ownership interest in Overland Pass Pipeline, ~~Company,~~ which operates an interstate NGL pipeline originating in Wyoming and Colorado and terminating in Kansas. The majority of the pipeline-connected natural gas processing plants in the Williston Basin, Oklahoma, Kansas and the Texas Panhandle are connected to our NGL gathering systems. We lease rail cars and own and operate truck- and rail-loading and -unloading facilities connected to our NGL fractionation, storage and pipeline assets. We also own FERC-regulated NGL distribution pipelines in Kansas, Missouri, Nebraska, Iowa, Illinois and Indiana that connect our Mid-Continent assets with Midwest markets, including Chicago, Illinois. A portion of our ONEOK North System transports refined petroleum products, including unleaded gasoline and diesel, from Kansas to Iowa.

Growth Projects - Our Natural Gas Liquids segment invests in projects to transport, fractionate, store and deliver to market centers NGL supply from shale and other resource development areas. Our growth strategy is focused around connecting diversified supply basins from the Rocky Mountain region through the Mid-Continent region and the Permian Basin with NGL product demand from the petrochemical and refining industries and NGL export demand in the Gulf Coast. See ~~“Growth Projects”~~“Executive Summary” in ~~the~~Part I, Item 1, Business and “Recent Developments” ~~section~~in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report for ~~discussion of~~more information on our ~~capital-growth~~growth projects.

For a discussion of our capital expenditure financing, see “Capital Expenditures” in the “Liquidity and Capital Resources” section.

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Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Liquids segment for the periods indicated:


		Three Months Ended				Six Months Ended				Three Months	Six Months		Three Months Ended				Six Months Ended				Three Months	Six Months
		June 30,				June 30,				2021 vs. 2020	2021 vs. 2020		June 30,				June 30,				2022 vs. 2021	2022 vs. 2021
Financial Results	Financial Results	2021		2020		2021		2020		$ Increase (Decrease)	$ Increase (Decrease)	Financial Results	2022		2021		2022		2021		$ Increase (Decrease)	$ Increase (Decrease)
		(Millions of dollars)											(Millions of dollars)
NGL and condensate sales	NGL and condensate sales	$	2,829.6	$	1,174.6	$	5,244.4	$	2,771.3	1,655.0	2,473.1	NGL and condensate sales	$	5,010.6	$	2,829.6	$	9,559.3	$	5,244.4	2,181.0	4,314.9
Exchange service revenues and other	Exchange service revenues and other	132.0		120.3		278.5		243.4		11.7	35.1	Exchange service revenues and other	142.4		132.0		281.1		278.5		10.4	2.6
Transportation and storage revenues	Transportation and storage revenues	37.9		40.9		86.6		91.6		(3.0)	(5.0)	Transportation and storage revenues	40.3		37.9		87.1		86.6		2.4	0.5
Cost of sales and fuel (exclusive of depreciation and operating costs)	Cost of sales and fuel (exclusive of depreciation and operating costs)	(2,399.9)		(905.2)		(4,460.2)		(2,183.9)		1,494.7	2,276.3	Cost of sales and fuel (exclusive of depreciation and operating costs)	(4,543.3)		(2,399.9)		(8,632.4)		(4,460.2)		2,143.4	4,172.2
Operating costs, excluding noncash compensation adjustments	Operating costs, excluding noncash compensation adjustments	(121.1)		(99.2)		(237.1)		(193.6)		21.9	43.5	Operating costs, excluding noncash compensation adjustments	(139.4)		(121.1)		(259.8)		(237.1)		18.3	22.7
Equity in net earnings from investments	Equity in net earnings from investments	5.1		7.8		8.7		23.1		(2.7)	(14.4)	Equity in net earnings from investments	8.4		5.1		13.8		8.7		3.3	5.1
Other	Other	(3.3)		(1.6)		(5.0)		(3.3)		(1.7)	(1.7)	Other	(1.6)		(3.3)		(4.1)		(5.0)		1.7	0.9
Adjusted EBITDA	Adjusted EBITDA	$	480.3	$	337.6	$	915.9	$	748.6	142.7	167.3	Adjusted EBITDA	$	517.4	$	480.3	$	1,045.0	$	915.9	37.1	129.1
Impairment charges		$	—	$	—	$	—	$	77.4	—	(77.4)

Capital expenditures	Capital expenditures	$	60.0	$	459.8	$	172.0	$	1,206.0	(399.8)	(1,034.0)	Capital expenditures	$	150.2	$	60.0	$	275.7	$	172.0	90.2	103.7

See reconciliation of net income ~~(loss)~~ to adjusted EBITDA in the “Non-GAAP Financial Measures” section.

Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel and, therefore, the impact is largely offset between these line items.

Adjusted EBITDA increased ~~$142.7~~$37.1 million for the three months ended June 30, ~~2021,~~2022, compared with the same period in ~~2020,~~2021, primarily as a result of the following:

•an increase of ~~$137.5~~$37.7 million in exchange services due primarily to:

◦$~~118.2~~60.8 million in higher average fee rates,

◦$16.1 million in higher volumes primarily in the Rocky Mountain region and ~~lower transportation costs,~~Permian Basin,

◦$~~20.6~~10.7 million ~~related to~~in wider commodity price differentials, and

◦$7.9 million in higher earnings on unfractionated NGLs held in inventory, offset by

◦$51.9 million in higher transportation and fractionation costs due primarily to higher fuel and power costs, and

◦$12.3 million related to the recognition of proceeds previously considered a gain contingency ~~offset by~~

◦$12.1 million related to lower earnings on higher unfractionated NGLs held in inventory resulting from planned and unplanned outages at our fractionation facilities. We expect an earnings benefit of approximately $12.5 million in the second ~~half of 2021 as current inventory is fractionated and sold;~~quarter 2021; and

•an increase of ~~$35.9~~$10.1 million in optimization and marketing due primarily to wider location and commodity price ~~differentials and increased optimization volumes;~~differentials; offset by

•an increase of ~~$21.9~~$18.3 million in operating costs due primarily to ~~increased ad valorem~~higher outside services and higher property taxes associated with our completed capital-growth ~~projects, higher outside services and employee-related costs.~~projects.

Adjusted EBITDA increased ~~$167.3~~$129.1 million for the six months ended June 30, ~~2021,~~2022, compared with the same period in ~~2020,~~2021, primarily as a result of the following:

•◦an increase of ~~$201.2~~$96.0 million in exchange services (excluding the impact of Winter Storm Uri discussed below) due primarily to:

◦▪$~~187.6~~97.2 million in higher average fee rates,

▪$43.0 million in higher volumes primarily in the Rocky Mountain region and ~~lower transportation costs, offset by $11.0 million in lower volumes in the~~ Permian Basin, ~~due to short-term contracts in 2020~~ and ~~increased ethane rejection in 2021,~~

◦▪$~~36.4~~37.5 million related to wider commodity price differentials and related volumes, offset by

◦▪$78.3 million in higher transportation and fractionation costs due primarily to higher fuel and power costs, and

▪$12.3 million related to the recognition of proceeds previously considered a gain contingency ~~offset by~~

◦$21.6 million related to lower earnings on higher unfractionated NGLs held in inventory resulting from planned and unplanned outages at our fractionation facilities. We expect an earnings benefit of approximately $12.5 million in the second ~~half of 2021 as current inventory is fractionated and sold;~~ ~~and~~quarter 2021;

•◦an increase of ~~$74.7~~$46.2 million in exchange services due to the unfavorable impact of Winter Storm Uri in the first quarter 2021; and

◦an increase of $5.8 million in optimization and marketing due primarily to ~~increased~~wider location and commodity price differentials, offset partially by favorable nonrecurring activities in the first quarter 2021 during Winter Storm ~~Uri, unfavorable changes in the value of NGLs held in inventory in 2020 and wider 2021 location price differentials;~~Uri; offset by

•~~the negative impact of Winter Storm Uri of $46.2 million in exchange services due primarily to decreased volumes across our operations and increased electricity costs;~~

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•◦an increase of ~~$43.5~~$22.7 million in operating costs due primarily to ~~higher employee-related costs and~~ increased ~~ad valorem~~property taxes associated with our completed capital-growth ~~projects;~~ ~~and~~

•~~a decrease of $14.4 million from lower equity in net earnings from investments due primarily to lower volumes on Overland Pass Pipeline.~~

~~The six months ended June 30, 2020, includes $70.2 million of noncash impairment charges related to certain inactive assets~~projects and ~~a $7.2 million noncash impairment charge related to our 50% investment in Chisholm Pipeline Company.~~higher outside services.

Capital expenditures ~~decreased~~increased for the three and six months ended June 30, ~~2021,~~2022, compared with the same periods in ~~2020,~~2021, due primarily to ~~previously completed and paused~~ capital-growth ~~projects.~~projects, including our MB-5 fractionator.


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
Operating Information	Operating Information	2021		2020		2021		2020		Operating Information	2022		2021		2022		2021
Raw feed throughput (MBbl/d) (a)	Raw feed throughput (MBbl/d) (a)	1,209		1,010		1,123		1,050		Raw feed throughput (MBbl/d) (a)	1,266		1,209		1,239		1,123

Average Conway-to-Mont Belvieu OPIS price differential - ethane in ethane/propane mix ($/gallon)	Average Conway-to-Mont Belvieu OPIS price differential - ethane in ethane/propane mix ($/gallon)	$	0.00	$	0.00	$	(0.01)	$	0.01	Average Conway-to-Mont Belvieu OPIS price differential - ethane in ethane/propane mix ($/gallon)	$	0.06	$	0.00	$	0.04	$	(0.01)

(a) - Represents physical raw feed volumes onfor which we ~~charge a fee for~~provide transportation and/or fractionation services.

Volumes increased for the three and six months ended June 30, ~~2021,~~2022, compared with the same periods in ~~2020,~~2021, due primarily to ~~the impact of curtailed~~increased production ~~across our system~~ in the ~~second quarter 2020 due to the effects of the pandemic, increased production primarily in the~~Permian Basin and Rocky Mountain region and increased ethane production ~~across our system.~~in the Rocky Mountain region, which more than offset the impact of severe winter weather in the Rocky Mountain region in 2022. Volumes for the six months ended June 30, ~~2021, were partially offset by~~2022, have also benefited from the unfavorable impact of Winter Storm Uri in ~~February 2021.~~the first quarter 2021, increased ethane production in the Permian Basin and increased production in the Mid-Continent region.

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Natural Gas Pipelines

Overview - Our Natural Gas Pipelines segment, through its wholly owned assets primarily in Oklahoma, Texas and the upper Midwest, provides transportation and storage services to end users, such as natural gas distribution and electric-generation companies, that require natural gas to operate their businesses regardless of location price differentials. We have 50% ownership interests in Northern Border Pipeline and Roadrunner, which provide transportation services to various end users. Our assets are connected to key supply areas and demand centers, including supply areas in Canada and the United States via our intrastate and interstate natural gas pipelines and Northern Border Pipeline, and export markets in Mexico via Roadrunner which enable us to provide essential natural gas transportation and storage services.

Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Pipelines segment for the periods indicated:


		Three Months Ended				Six Months Ended				Three Months	Six Months		Three Months Ended				Six Months Ended				Three Months	Six Months
		June 30,				June 30,				2021 vs. 2020	2021 vs. 2020		June 30,				June 30,				2022 vs. 2021	2022 vs. 2021
Financial Results	Financial Results	2021		2020		2021		2020		$ Increase (Decrease)	$ Increase (Decrease)	Financial Results	2022		2021		2022		2021		$ Increase (Decrease)	$ Increase (Decrease)
		(Millions of dollars)											(Millions of dollars)
Transportation revenues	Transportation revenues	$	94.7	$	104.8	$	211.8	$	206.7	(10.1)	5.1	Transportation revenues	$	99.9	$	94.7	$	201.4	$	211.8	5.2	(10.4)
Storage revenues	Storage revenues	17.6		17.0		33.5		33.4		0.6	0.1	Storage revenues	30.8		17.6		52.0		33.5		13.2	18.5
Residue natural gas sales and other revenues	Residue natural gas sales and other revenues	0.1		0.3		116.0		2.7		(0.2)	113.3	Residue natural gas sales and other revenues	1.2		0.1		27.8		116.0		1.1	(88.2)
Cost of sales and fuel (exclusive of depreciation and operating costs)	Cost of sales and fuel (exclusive of depreciation and operating costs)	(0.5)		(0.2)		(10.6)		(1.7)		0.3	8.9	Cost of sales and fuel (exclusive of depreciation and operating costs)	(0.7)		(0.5)		(17.7)		(10.6)		0.2	7.1
Operating costs, excluding noncash compensation adjustments	Operating costs, excluding noncash compensation adjustments	(36.2)		(30.9)		(76.2)		(65.6)		5.3	10.6	Operating costs, excluding noncash compensation adjustments	(40.3)		(36.2)		(79.2)		(76.2)		4.1	3.0
Equity in net earnings from investments	Equity in net earnings from investments	20.2		19.7		48.2		48.2		0.5	—	Equity in net earnings from investments	25.6		20.2		54.9		48.2		5.4	6.7
Other	Other	(1.2)		(0.9)		(1.8)		(1.3)		(0.3)	(0.5)	Other	(0.5)		(1.2)		0.3		(1.8)		0.7	2.1
Adjusted EBITDA	Adjusted EBITDA	$	94.7	$	109.8	$	320.9	$	222.4	(15.1)	98.5	Adjusted EBITDA	$	116.0	$	94.7	$	239.5	$	320.9	21.3	(81.4)

Capital expenditures	Capital expenditures	$	27.8	$	10.9	$	49.0	$	27.5	16.9	21.5	Capital expenditures	$	19.1	$	27.8	$	42.5	$	49.0	(8.7)	(6.5)

See reconciliation of net income ~~(loss)~~ to adjusted EBITDA in the “Non-GAAP Financial Measures” section.

Adjusted EBITDA ~~decreased $15.1~~increased $21.3 million for the three months ended June 30, ~~2021,~~2022, compared with the same period in ~~2020, primarily as a result of the following:~~

•~~a decrease of $10.9 million in transportation services due primarily to a favorable $13.5 million contract settlement in April 2020;~~ ~~and~~

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•~~an increase of $5.3 million in operating costs due primarily to higher supplies expenses, outside services and employee-related costs.~~

~~Adjusted EBITDA increased $98.5 million for the six months ended June 30,~~ 2021, ~~compared with the same period in 2020,~~ primarily as a result of the following:

•an increase of ~~$105.4~~$12.5 million in storage services due primarily to higher storage rates;

•an increase of $6.7 million due primarily to higher ~~average natural gas prices~~pricing on ~~5.2 Bcf of natural gas sales in the first quarter 2021 of volumes previously held in inventory, compared with 1.2 Bcf in the first quarter 2020;~~transportation and compression services; and

•an increase of ~~$4.5~~$5.4 million from higher equity in net earnings from investments due primarily to increased volumes on Northern Border Pipeline.

Adjusted EBITDA decreased $81.4 million for the six months ended June 30, 2022, compared with the same period in 2021, primarily as a result of the following:

◦a decrease of $129.4 million due to the impact of Winter Storm Uri in the first quarter 2021 on natural gas sales of volumes previously held in inventory, interruptible transportation revenue and park and loan revenue; offset by

◦an increase of $17.6 million in storage services due primarily to higher storage rates;

◦an increase of $13.9 million due primarily to higher pricing on transportation and compression services and higher average prices on natural gas sales of volumes previously held in inventory, excluding the impact of Winter Storm Uri in the first quarter 2021 noted above;

◦an increase of $10.6 million in transportation services due primarily to higher ~~park-and-loan~~interruptible revenue, ~~and higher interruptible transportation revenue~~excluding the impact of Winter Storm Uri in the first quarter 2021 ~~offset partially by a favorable $13.5 million contract settlement in April 2020;~~ noted above, and higher firm transportation rates;~~offset by~~ and

•◦an increase of ~~$10.6~~$6.7 million from higher equity in ~~operating costs~~net earnings from investments due primarily to increased volumes on Northern Border Pipeline and higher ~~supplies expenses and employee-related costs.~~firm transportation rates on Roadrunner.

Capital expenditures ~~increased~~decreased for the three and six months ended June 30, ~~2021,~~2022, compared with the same periods in ~~2020,~~2021, due primarily to the completion of capital-growth projects and timing of maintenance capital projects.

Three Months Ended Six Months Ended
June 30, June 30,
Operating Information (a) 2021 2020 2021 2020
Natural gas transportation capacity contracted (MDth/d)
7,280 7,314 7,362 7,553
Transportation capacity contracted 93 % 94 % 94 % 97 %

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	Three Months Ended				Six Months Ended
	June 30,				June 30,
Operating Information (a)	2022		2021		2022		2021
Natural gas transportation capacity contracted (MDth/d)	7,257		7,280		7,392		7,362
Transportation capacity contracted	92	%	93	%	94	%	94	%

(a) - Includes volumes for consolidated entities only.

~~Natural gas transportation capacity contracted decreased for~~In April 2022, the ~~three and six months ended June 30, 2021, compared with the same periods in 2020, due primarily to~~FERC initiated a ~~contract settlement in the second quarter 2020.~~

~~Roadrunner has contracted all~~review of ~~its westbound capacity through 2041.~~

~~Northern Border Pipeline has contracted substantially all of its long-haul transportation capacity through the fourth quarter 2021.~~

~~In February 2021, our subsidiary, Midwestern Gas Transmission Company, filed a proposed change in~~Guardian Pipeline’s rates pursuant to Section 45 of the Natural Gas ~~Act with the FERC.~~Act. The ~~FERC~~review is currently ~~reviewing the filing. While~~in process, and while the ultimate outcome ~~of the filing~~ cannot be predicted, weit could result in a future reduction of rates. We do not expect the ultimate outcome to impact materially our results of operations.

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Non-GAAP Financial Measures

The following table sets forth a reconciliation of net income, ~~(loss),~~ the nearest comparable GAAP financial performance measure, to adjusted EBITDA ~~distributable cash flow and dividend coverage~~ for the periods indicated:

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Reconciliation of net income (loss) to adjusted EBITDA, distributable cash flow and dividend coverage
(Thousands of dollars, except per share amounts and coverage ratios)
Net income (loss) $ 342,139 $ 134,321 $ 728,315 $ (7,536)
Add:
Interest expense, net of capitalized interest 184,957 218,968 370,480 359,584
Depreciation and amortization 156,921 140,416 314,041 272,769
Income tax expense (benefit) 110,069 43,140 232,201 (12,255)
Impairment charges — — — 641,754
Noncash compensation expense (benefit) (a) 7,825 957 24,108 (345)
Equity AFUDC and other noncash items (426) (3,853) (1,239) (19,262)
Adjusted EBITDA (b) 801,485 533,949 1,667,906 1,234,709
Interest expense, net of capitalized interest (184,957) (218,968) (370,480) (359,584)
Maintenance capital (47,566) (26,208) (71,256) (51,397)
Equity in net earnings from investments (25,720) (25,328) (59,040) (69,955)
Distributions received from unconsolidated affiliates 29,128 41,211 70,181 89,737
Other, net (b) (2,418) (4,125) (5,498) (20,649)
Distributable cash flow 569,952 300,531 1,231,813 822,861
Dividends paid to preferred shareholders (275) (275) (550) (550)
Distributable cash flow to shareholders 569,677 300,256 1,231,263 822,311
Dividends paid (416,579) (387,019) (832,533) (773,411)
Distributable cash flow in excess of (less than) dividends paid $ 153,098 $ (86,763) $ 398,730 $ 48,900
Dividends paid per share $ 0.935 $ 0.935 $ 1.870 $ 1.870
Dividend coverage ratio 1.37 0.78 1.48 1.06
Number of shares used in computation (thousands)
445,539 413,924 445,205 413,589


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Unaudited)	2022		2021		2022		2021
Reconciliation of net income to adjusted EBITDA	(Thousands of dollars)
Net income	$	414,378	$	342,139	$	805,549	$	728,315
Add:
Interest expense, net of capitalized interest	170,751		184,957		342,805		370,480
Depreciation and amortization	157,757		156,921		311,615		314,041
Income taxes	130,721		110,069		253,141		232,201
Noncash compensation expense (a)	13,014		7,825		37,747		24,108
Equity AFUDC	(594)		(426)		(965)		(1,239)
Adjusted EBITDA	$	886,027	$	801,485	$	1,749,892	$	1,667,906
Reconciliation of segment adjusted EBITDA to adjusted EBITDA
Segment adjusted EBITDA:
Natural Gas Gathering and Processing	$	252,202	$	229,266	$	466,898	$	433,982
Natural Gas Liquids	517,376		480,291		1,044,990		915,919
Natural Gas Pipelines	115,988		94,696		239,509		320,871
Other	461		(2,768)		(1,505)		(2,866)
Adjusted EBITDA	$	886,027	$	801,485	$	1,749,892	$	1,667,906

(a) - Includes a loss of ~~$5.8~~$6.3 million and a benefit of ~~$14.4~~$6.8 million for the three months ended June 30, 2022 and 2021, and a loss of $15.1 million and benefit of $5.1 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, related to the mark-to-market of ~~our share-based deferred compensation plan.~~

~~(b) - The three and six months ended June 30, 2020, includes gains of $4.3 million and $20.0 million, respectively, on extinguishment of debt related to open market repurchases.~~

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Reconciliation of segment adjusted EBITDA to adjusted EBITDA
Segment adjusted EBITDA:
Natural Gas Gathering and Processing $ 229,266 $ 88,749 $ 433,982 $ 248,397
Natural Gas Liquids 480,291 337,642 915,919 748,558
Natural Gas Pipelines 94,696 109,833 320,871 222,357
Other (a) (2,768) (2,275) (2,866) 15,397
Adjusted EBITDA $ 801,485 $ 533,949 $ 1,667,906 $ 1,234,709

~~(a) - The three and six months ended June 30, 2020, includes corporate gains of $4.3 and $20.0 million, respectively, on extinguishment of debt related to open market repurchases.~~

~~CONTINGENCIES~~

~~See Note J of the Notes to Consolidated Financial Statements in this Quarterly Report for discussion of our legal proceedings.~~investments associated with certain benefit plan investments.

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LIQUIDITY AND CAPITAL RESOURCES

General - Our primary sources of cash inflows are operating cash flows, proceeds from our commercial paper program and our $2.5 Billion Credit Agreement, debt issuances and the issuance of common stock for our liquidity and capital resources requirements. ~~In addition,~~As a result of the fire at our Medford, Oklahoma fractionation facility on July 9, 2022, we expect future operating cash ~~outflows for~~flows to include proceeds from our business interruption insurance policies. We will request interim insurance payments toward the ~~remainder~~loss, but it is difficult to predict the timing or amount of ~~2021 to be primarily related to dividends paid to shareholders and capital expenditures.~~such payments.

We expect our sources of cash inflows to provide sufficient resources to finance our operations, quarterly cash dividends, capital expenditures and ~~quarterly cash dividends.~~maturities of long-term debt. We believe we have sufficient liquidity due to our $2.5 Billion Credit Agreement, which expires in June ~~2024~~2027, and access to $1.0 billion available through our “at-the-market” equity program. As of the date of this report, ~~we had no borrowings under our $2.5 Billion Credit Agreement, and~~ no shares have been sold through our “at-the-market” equity program.

We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt and interest-rate swaps. For additional information on our interest-rate swaps, see Note C of the Notes to Consolidated Financial Statements in this Quarterly Report.

Guarantees and Cash Management - We and ONEOK Partners are issuers of certain public debt securities. We guarantee certain indebtedness of ONEOK Partners, and ONEOK Partners and the Intermediate Partnership guarantee certain of our indebtedness. The guarantees in place for our and ONEOK Partners’ indebtedness are full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of outstanding securities. Liabilities under the guarantees rank equally in right of payment with all existing and future senior unsecured indebtedness. As ONEOK Partners and the Intermediate Partnership are consolidated subsidiaries of ONEOK, separate financial statements for the guarantors are not required as long as the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. The Intermediate Partnership holds all of ONEOK Partners’ interests and equity in its subsidiaries, which are ~~non-guarantors,~~nonguarantors, and substantially all the assets and operations reside with ~~non-guarantor~~nonguarantor operating subsidiaries. Therefore, as allowed under Rule 13-01, we have excluded the summarized financial information for each issuer and guarantor as the combined financial information of the subsidiary issuer and parent guarantor, excluding our ownership of all the interests in ONEOK Partners, reflect no material assets, liabilities or results of operations, apart from the guaranteed indebtedness. For additional information on our and ONEOK Partners’ indebtedness, see Note D of the Notes to Consolidated Financial Statements in this Quarterly Report.

We use a centralized cash management program that concentrates the cash assets of our ~~non-guarantor~~nonguarantor operating subsidiaries in joint accounts for the purposes of providing financial flexibility and lowering the cost of borrowing, transaction costs and bank fees. Our centralized cash management program provides that funds in excess of the daily needs of our operating subsidiaries are concentrated, consolidated or otherwise made available for use by other entities within our consolidated group. Our operating subsidiaries participate in this program to the extent they are permitted pursuant to FERC regulations or their operating agreements. Under the cash management program, depending on whether a participating subsidiary has short-term cash surpluses or cash requirements, we provide cash to the subsidiary or the subsidiary provides cash to us.

Short-term Liquidity - Our principal sources of short-term liquidity consist of cash generated from operating activities, distributions received from our equity-method investments, proceeds from our commercial paper program and our $2.5 Billion Credit Agreement. ~~As of June 30, 2021, we are in compliance with all covenants of the $2.5 Billion Credit Agreement.~~

~~At June 30, 2021, we had no borrowings under our $2.5 Billion Credit Agreement and $374.4 million of cash and cash equivalents.~~

As of June 30, ~~2021,~~2022, we had a working capital deficit of ~~$159.0~~$628.3 million (defined as current assets less current liabilities). Although working capital is influenced by several factors, including, among other things: (i) the timing of (a) debt and equity issuances, (b) the funding of capital expenditures, (c) scheduled debt payments, and (d) accounts receivable and payable; and (ii) the volume and cost of inventory and commodity imbalances, our working capital deficit at June 30, ~~2021,~~2022, was driven primarily by current maturities of long-term debt. We may have working capital deficits in future periods as we continue to repay long-term debt. We do not expect this working capital deficit to have an adverse impact to our cash flows or operations.

In June 2022, we amended and restated our $2.5 Billion Credit Agreement, which matures in June 2027. As of June 30, 2022, we were in compliance with all covenants of the $2.5 Billion Credit Agreement.

At June 30, 2022, we had no borrowings under the $2.5 Billion Credit Agreement and $135.8 million of cash and cash equivalents.

For additional information on our $2.5 Billion Credit Agreement, see Note D of the Notes to Consolidated Financial Statements in this Quarterly Report.

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Long-term Financing - In addition to our principal sources of short-term liquidity discussed above, we expect to fund our longer-term financing requirements by issuing long-term notes, as needed. Other options to obtain financing include, but are

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not limited to, issuing common stock, loans from financial institutions, issuance of convertible debt securities or preferred equity securities, asset securitization and the sale and lease-back of facilities.

Guardian Term Loan Agreement - In June 2022, Guardian Pipeline entered into a $120 million senior unsecured Term Loan Agreement. During the second quarter 2022, Guardian Pipeline drew the full $120 million available under the agreement and used the proceeds to repay intercompany debt with ONEOK.

For additional information on our long-term debt, see Note D of the Notes to Consolidated Financial Statements in this Quarterly Report.

Capital Expenditures - We classify expenditures that are expected to generate additional revenue, return on investment or significant operating efficiencies as ~~capital-growth~~growth capital expenditures. Maintenance capital expenditures are those capital expenditures required to maintain our existing assets and operations and do not generate additional revenues. Maintenance capital expenditures are made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets and to extend their useful lives. Our capital expenditures are financed typically through operating cash flows and short- and long-term debt.

Capital expenditures, excluding AFUDC, were $559.3 million and ~~capitalized interest, were~~ $324.1 million ~~and $1.5 billion~~ for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

We expect total capital expenditures, excluding AFUDC and capitalized interest, of ~~$525-~~$900-$~~675~~1,050 million in ~~2021.~~2022.

Credit Ratings - Our long-term debt credit ratings as of ~~July 26, 2021,~~August 1, 2022, are shown in the table below:


Rating Agency	Long-Term Rating	Short-Term Rating	Outlook
Moody’s	Baa3	Prime-3	~~Stable~~Positive
S&P	BBB	A-2	Stable
Fitch	BBB	F2	Stable

Our credit ratings, which are investment grade, may be affected by a material change in our financial ratios or a material event affecting our business and industry. The most common criteria for assessment of our credit ratings are the debt-to-EBITDA ratio, interest coverage, business risk profile and liquidity. If our credit ratings were downgraded, our cost to borrow funds under our $2.5 Billion Credit Agreement could increase and a potential loss of access to the commercial paper market could occur. In the event that we are unable to borrow funds under our commercial paper program and there has not been a material adverse change in our business, we would continue to have access to our $2.5 Billion Credit Agreement, which expires in ~~2024.~~2027. An adverse credit rating change alone is not a default under our $2.5 Billion Credit Agreement.

In the normal course of business, our counterparties provide us with secured and unsecured credit. In the event of a downgrade in our credit ratings or a significant change in our counterparties’ evaluation of our creditworthiness, we could be required to provide additional collateral in the form of cash, letters of credit or other negotiable instruments as a condition of continuing to conduct business with such counterparties. We may be required to fund margin requirements with our counterparties with cash, letters of credit or other negotiable instruments.

Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors, subject to the rights of the holders of outstanding preferred stock. In February ~~2021~~2022 and May ~~2021,~~2022, we paid a common stock dividend of $0.935 per share ($3.74 per share on an annualized basis). A common stock dividend of $0.935 per share was declared for the shareholders of record at the close of business on August ~~2, 2021,~~1, 2022, payable August ~~16, 2021.~~15, 2022.

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For the six months ended June 30, ~~2021,~~2022, our cash flows from operations exceeded dividends paid by ~~$244.9~~$414.3 million. We expect our cash flows from operations to continue to sufficiently fund our cash dividends. To the extent operating cash flows are not sufficient to fund our dividends, we may utilize cash on hand ~~from~~or other sources of short- and long-term liquidity to fund a portion of our dividends.

41CONTINGENCIES

~~Table~~

See Note I of ~~Contents~~

the Notes to Consolidated Financial Statements in this Quarterly Report for discussion of regulatory and environmental matters.

CASH FLOW ANALYSIS

We use the indirect method to prepare our Consolidated Statements of Cash Flows. Under this method, we reconcile net income to cash flows provided by operating activities by adjusting net income for those items that affect net income but do not result in actual cash receipts or payments during the period and for operating cash items that do not impact net income. These reconciling items can include depreciation and amortization, impairment charges, allowance for equity funds used during construction, gain or loss on sale of assets, deferred income taxes, net undistributed earnings from equity-method investments, share-based compensation expense, other amounts and changes in our assets and liabilities not classified as investing or financing activities.

The following table sets forth the changes in cash flows by operating, investing and financing activities for the periods indicated:


						Variances							Variances
		Six Months Ended				2021 vs. 2020			Six Months Ended				2022 vs. 2021
		June 30,				Favorable (Unfavorable)			June 30,				Favorable (Unfavorable)
		2021		2020					2022		2021
		(Millions of dollars)							(Millions of dollars)
Total cash provided by (used in):	Total cash provided by (used in):							Total cash provided by (used in):
Operating activities	Operating activities	$	1,078.0	$	736.4	$	341.6	Operating activities	$	1,249.6	$	1,078.0	$	171.6
Investing activities	Investing activities	(324.6)		(1,554.9)		1,230.3		Investing activities	(542.8)		(324.6)		(218.2)
Financing activities	Financing activities	(903.5)		1,743.2		(2,646.7)		Financing activities	(717.4)		(903.5)		186.1
Change in cash and cash equivalents	Change in cash and cash equivalents	(150.1)		924.7		(1,074.8)		Change in cash and cash equivalents	(10.6)		(150.1)		139.5
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	524.5		21.0		503.5		Cash and cash equivalents at beginning of period	146.4		524.5		(378.1)
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	374.4	$	945.7	$	(571.3)	Cash and cash equivalents at end of period	$	135.8	$	374.4	$	(238.6)

Operating Cash Flows - Operating cash flows are affected by earnings from our business activities and changes in our operating assets and liabilities. Changes in commodity prices and demand for our services or products, whether because of general economic conditions, changes in supply, changes in demand for the end products that are made with our products or increased competition from other service providers, could affect our earnings and operating cash flows. Our operating cash flows can also be impacted by changes in our NGLs and natural gas inventory balances, which are driven primarily by commodity prices, supply, demand and the operation of our assets.

Cash flows from operating activities, before changes in operating assets and liabilities for the six months ended June 30, ~~2021,~~2022, increased ~~$439.4~~$80.6 million compared with the same period in ~~2020. This increase is~~2021, due primarily to higher net income resulting from higher exchange services and the impact of Winter Storm Uri in the first quarter 2021 in our Natural Gas Liquids segment and higher realized NGL prices, net of hedging, and volumes from increased production in our Natural Gas Gathering and Processing ~~segment and natural gas sales~~segment. These increases were offset by the impact of Winter Storm Uri in our Natural Gas Pipelines segment in the first quarter 2021, as discussed in “Financial Results and Operating Information.”

The changes in operating assets and liabilities decreased operating cash flows ~~$230.6~~$139.6 million for the six months ended June 30, ~~2021,~~2022, compared with a decrease of ~~$132.8~~$230.6 million for the same period in ~~2020.~~2021. This change is due primarily to changes in accounts ~~receivable resulting from the timing of receipt of cash from customers and NGLs and natural gas in storage, both of~~payable, which vary from period to period ~~and~~ with changes in commodity ~~prices; offset partially by changes in accounts payable resulting~~prices, and from the timing of payments to vendors, suppliers and other third ~~parties;~~parties, offset partially by changes in accounts receivable, which also vary from period to period with changes in commodity prices, and from the timing of receipt of cash from customers, and changes in other assets and liabilities.

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Investing Cash Flows - Cash used in investing activities for the six months ended June 30, ~~2021, decreased $1.2 billion,~~2022, increased $218.2 million, compared with the same period in ~~2020,~~2021, due primarily to ~~reduced~~ capital expenditures related to our ~~completed and paused~~ capital-growth projects.

Financing Cash Flows - Cash ~~from~~used in financing activities for the six months ended June 30, ~~2021,~~2022, decreased ~~$2.6 billion,~~$186.1 million, compared with the same period in ~~2020,~~2021, due primarily to the ~~issuances~~issuance of ~~$3.25 billion in~~ long-term debt in the ~~first half of 2020 and the issuance of common stock in the~~ second quarter ~~2020, offset partially by~~2022 and the repayment of long-term debt in the first half of ~~2020.~~2021.

REGULATORY, ENVIRONMENTAL AND SAFETY MATTERS

Environmental Matters - We are subject to a variety of historical preservation and environmental laws and/or regulations that affect many aspects of our present and future operations. Regulated activities include, but are not limited to, those involving air

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emissions, storm water and wastewater discharges, handling and disposal of solid and hazardous wastes, wetlands and waterways preservation, wildlife conservation, cultural resources protection, hazardous materials transportation, and pipeline and facility construction. These laws and regulations require us to obtain and/or comply with a wide variety of environmental clearances, registrations, licenses, permits and other approvals. Failure to comply with these laws, regulations, licenses and permits may expose us to fines, penalties, ~~costs, liabilities (including joint and several liability for the obligations of others),~~ reputational harm and/or interruptions in our operations that could be material to our results of operations or financial condition. In addition, emissions controls and/or other regulatory or permitting mandates under the Clean Air Act and other similar federal and state laws could require unexpected capital expenditures at our facilities. We cannot assure that existing environmental statutes and regulations will not be revised or that new regulations will not be adopted or become applicable to us. We also cannot assure that existing permits will not be revised or cancelled, potentially impacting facility construction activities or ongoing operations.

Additional information about our regulatory, environmental and safety matters can be found in “Regulatory, Environmental and Safety Matters” under Part I, Item 1, Business, in our Annual Report.

IMPACT OF NEW ACCOUNTING STANDARDS

See Note A of the Notes to Consolidated Financial Statements in this Quarterly Report for discussion of new accounting standards.

CRITICAL ACCOUNTING ~~POLICIES AND~~ ESTIMATES

The preparation of our Consolidated Financial Statements and related disclosures in accordance with GAAP requires us to make estimates and assumptions with respect to values or conditions that cannot be known with certainty that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements. These estimates and assumptions also affect the reported amounts of revenue and expenses during the reporting period. Although we believe these estimates and assumptions are reasonable, actual results could differ from our estimates.

Information about our critical accounting ~~policies and~~ estimates is included under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Critical Accounting Policies and Estimates,” in our Annual Report.

FORWARD-LOOKING STATEMENTS

Some of the statements contained and incorporated in this Quarterly Report 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 flows and projected levels of dividends), liquidity, management’s plans and objectives for our future capital-growth projects and other future operations (including plans to construct additional natural gas and NGL pipelines, processing and fractionation 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 and other statements in this Quarterly Report regarding our environmental, social and other sustainability targets, plans and goals are not an indication that these statements are required to be disclosed in our filings with the SEC, or that we will continue to make similar statements in the same extent or manner in future filings. In addition, historical, current and forward-looking environmental, social and sustainability-related statements may be based on standards

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and processes for measuring progress that are still developing and that continue to evolve, and assumptions that are subject to change in the future.

Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this Quarterly Report identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “target,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “will,” “would,” 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 length, severity and reemergence of a pandemic or other health crisis, such as the ~~outbreak of~~ COVID-19 pandemic and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities

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implement to address it, which may (as with COVID-19) precipitate or exacerbate one or more of the factors herein, reduce the demand for natural gas, NGLs and crude oil and significantly disrupt or prevent us and our customers and counterparties from operating in the ordinary course for an extended period and increase the cost of operating our business;

•operational challenges relating to the COVID-19 pandemic and efforts to mitigate the spread of the virus, including logistical challenges, protecting the health and well-being of our employees, remote work arrangements, performance of contracts and supply chain disruption;

•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 drill and obtain necessary permits; regulatory compliance; reserve performance; and capacity constraints and/or shut downs on the pipelines that transport crude oil, natural gas and NGLs from producing areas and our facilities;

•risks associated with adequate supply to our gathering, processing, fractionation and pipeline facilities, including production declines that outpace new drilling, the shutting-in of production by producers, actions taken by federal, state or local governments to require producers to prorate or to cut their production levels as a way to address any excess market supply situations or extended periods of ethane rejection;

•demand for our services and products in the proximity of our facilities;

•economic climate and growth in the geographic areas in which we operate;

•the risk of a slowdown in growth or decline in the United States or international economies, including liquidity risks in United States or foreign credit markets;

•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 throughout the world, including the current conflict in Ukraine and the surrounding region;

•performance of contractual obligations by our customers, service providers, contractors and shippers;

•the effects of changes in governmental policies and regulatory actions, including changes with respect to income and other taxes, pipeline safety, environmental compliance, cybersecurity, climate change initiatives, emissions credits, carbon offsets, carbon pricing, production limits and authorized rates of recovery of natural gas and natural gas transportation costs;

•changes in demand for the use of natural gas, NGLs and crude oil because of the development of new technologies or other market conditions caused by concerns about climate change;

•the impact of the transition to a lower-carbon economy, including the timing and extent of the transition, as well as the expected role of different energy sources, including natural gas, NGLs and crude oil, in such a transition;

•the pace of technological advancements and industry innovation, including those focused on reducing GHG emissions and advancing other climate-related initiatives, and our ability to take advantage of those innovations and developments;

•the effectiveness of our risk-management function, including mitigating cyber- and climate-related risks;

•our ability to identify and execute opportunities, and the economic viability of those opportunities, including those relating to renewable natural gas, carbon capture, use and storage, other renewable energy sources such as solar and wind and alternative low carbon fuel sources such as hydrogen;

•the ability of our existing assets and our ability to apply and continue to develop our expertise to support the growth of, and transition to, various renewable and alternative energy opportunities, including through the positioning and optimization of our assets;

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•our ability to efficiently reduce our GHG emissions (both Scope 1 and 2 emissions), including through the use of lower carbon power alternatives, management practices and system optimizations;

•the necessity to focus on maintaining and enhancing our existing assets while reducing our Scope 1 and 2 GHG emissions;

•the effects of weather and other natural phenomena ~~including~~and the effects of climate change (including physical and transition-related effects) on our operations, demand for our services and energy prices;

•acts of nature, sabotage, terrorism or other similar acts that cause damage to our facilities or our suppliers’, customers’ or shippers’ facilities;

•the ~~possibility~~inability of ~~future terrorist attacks~~insurance proceeds to cover all liabilities or ~~the possibility~~expenses we may incur, or ~~occurrence of an outbreak of, or changes in, hostilities or changes in the political conditions throughout the world;~~revenues lost, resulting from a loss;

•the risk of increased costs for insurance premiums, security or other items as a consequence of terrorist attacks;

•the timing and extent of changes in energy commodity prices, including changes due to production decisions by other countries, such as the failure of countries to abide by agreements to reduce production volumes;

•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 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 United States natural gas and crude oil; and

– availability of additional storage capacity;

•the efficiency of our plants in processing natural gas and extracting and fractionating NGLs;

•the composition and quality of the natural gas and NGLs we gather and process in our plants and transport on our pipelines;

•risks of marketing, trading and hedging activities, including the risks of changes in energy prices or the financial condition of our counterparties;

•our ability to control operating costs and make cost-saving changes;

•the ~~risk~~risks inherent in the use of information systems in our respective businesses and those of our counterparties and service providers, including cyber-attacks, which, according to experts, have increased in volume and sophistication since the beginning of the COVID-19 pandemic; implementation of new software and hardware; and the impact on the timeliness of information for financial reporting;

•the timely receipt of approval by applicable governmental entities for construction and operation of our pipeline and other projects and required regulatory clearances;

•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 results of governmental actions, administrative proceedings and litigation, regulatory actions, executive orders, rule changes and receipt of expected clearances involving any local, state or federal regulatory body, including the FERC, the National Transportation Safety Board, Homeland Security, the PHMSA, the EPA and the CFTC;

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•the mechanical integrity of facilities and pipelines operated;

•the capital-intensive nature of our businesses;

•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;

•actions by rating agencies concerning our credit;

•our indebtedness and guarantee obligations 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;

•our ability to access capital at competitive rates or on terms acceptable to us;

•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;

•our ability to control construction costs and completion schedules of our pipelines and other projects;

•difficulties or delays experienced by trucks, railroads or pipelines in delivering products to or from our terminals or pipelines;

•the uncertainty of estimates, including accruals and costs of environmental remediation;

•the impact of uncontracted capacity in our assets being greater or less than expected;

•the impact of potential impairment charges;

•the profitability of assets or businesses acquired or constructed by us;

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•the 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 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 impact of recently issued and future accounting updates and other changes in accounting policies; and

•the risk factors listed in the reports we have filed, which are incorporated by reference, and may file with the ~~SEC, which are incorporated by reference.~~SEC.

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 affect adversely our future results. These and other risks are described in greater detail in Part I, Item 1A, Risk Factors, in our Annual Report and in our other filings that we make with the SEC, which are available via the SEC’s website at www.sec.gov and our website at www.oneok.com. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Any such forward-looking statement speaks only as of the date on which such statement is made, and other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk discussed below includes forward-looking statements and represents an estimate of possible changes in future earnings that could occur assuming hypothetical future movements in interest rates or commodity prices. Our views on market risk are not necessarily indicative of actual results that may occur and do not represent the maximum possible gains and losses that may occur since actual gains and losses will differ from those estimated based on actual fluctuations in interest rates or commodity prices and the timing of transactions.

We are exposed to market risk due to commodity price and interest-rate volatility. Market risk is the risk of loss arising from adverse changes in market rates and prices. We may use financial instruments, including forward sales, swaps, options and futures, to manage the risks of certain identifiable or anticipated transactions and achieve more predictable cash flows. Our risk-management function follows policies and procedures established by our Risk Oversight and Strategy Committee to monitor our natural gas, condensate and NGL marketing activities and interest rates to ensure our hedging activities mitigate market risks and comply with approved thresholds or limits. We do not use financial instruments for trading purposes.

We utilize a sensitivity analysis model to assess the risk associated with our derivative portfolio. The sensitivity analysis measures the potential change in fair value of our derivative instruments based upon a hypothetical 10% movement in the underlying commodity prices or interest rates. In addition to these variables, the fair value of our derivative portfolio is influenced by fluctuations in the notional amounts of the instruments and the discount rates used to determine the present values. Because we enter into these derivative instruments for the purpose of mitigating the risks that accompany certain of our

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business activities, as described below, the change in the market value of our derivative portfolio would typically be offset largely by a corresponding gain or loss on the hedged item.

COMMODITY PRICE RISK

As part of our hedging strategy, we use commodity derivative financial instruments and physical-forward contracts described in Note C of the Notes to Consolidated Financial Statements in this Quarterly Report to reduce the impact of near-term price fluctuations of natural gas, NGLs and condensate.

Although our businesses are primarily fee-based, in our Natural Gas Gathering and Processing segment, we are exposed to commodity price risk as a result of retaining a portion of the commodity sales proceeds associated with our fee with POP contracts. Under certain fee with POP contracts, our contractual fees and POP percentage may increase or decrease if production volumes, delivery pressures or commodity prices change relative to specified thresholds. In certain commodity price environments, our contractual fees on these fee with POP contracts may increase or decrease, which would impact the average fee rate in our Natural Gas Gathering and Processing segment. We are exposed to basis risk between the various production and market locations where we buy and sell commodities.

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The following table presents the effect a hypothetical 10% change in the underlying commodity prices would have on the estimated fair value of our commodity derivative instruments ~~for~~as of the ~~periods~~dates indicated:


Commodity Contracts	Commodity Contracts	June 30, 2021		December 31, 2020		Commodity Contracts	June 30, 2022		December 31, 2021
		(Millions of dollars)					(Millions of dollars)
Crude oil and NGLs	Crude oil and NGLs	$	99.5	$	20.0	Crude oil and NGLs	$	57.7	$	40.6
Natural gas	Natural gas	48.1		10.6		Natural gas	28.8		11.5
Total change in estimated fair value of commodity contracts	Total change in estimated fair value of commodity contracts	$	147.6	$	30.6	Total change in estimated fair value of commodity contracts	$	86.5	$	52.1

Our sensitivity analysis represents an estimate of the reasonably possible gains and losses that would be recognized on our commodity derivative contracts assuming hypothetical movements in future market prices and is not necessarily indicative of actual results that may occur. Actual gains and losses may differ from estimates due to actual fluctuations in market prices, as well as changes in our commodity derivative portfolio during the year.

The following tables set forth hedging information for our Natural Gas Gathering and Processing segment’s forecasted equity volumes for the periods indicated:


		Six Months Ending December 31, 2021						Six Months Ending December 31, 2022
		Volumes Hedged	Average Price			Percentage Hedged		Volumes Hedged	Average Price			Percentage Hedged
NGLs - excluding ethane (MBbl/d) - Conway/Mont Belvieu	NGLs - excluding ethane (MBbl/d) - Conway/Mont Belvieu	11.3	$	0.53	/ gallon	67%	NGLs - excluding ethane (MBbl/d) - Conway/Mont Belvieu	11.6	$	0.95	/ gallon	67%
Condensate (MBbl/d) - WTI-NYMEX	Condensate (MBbl/d) - WTI-NYMEX	1.8	$	42.87	/ Bbl	89%	Condensate (MBbl/d) - WTI-NYMEX	1.5	$	62.50	/ Bbl	71%

Natural gas (BBtu/d) - NYMEX and basis	Natural gas (BBtu/d) - NYMEX and basis	118.7	$	2.57	/ MMBtu	81%	Natural gas (BBtu/d) - NYMEX and basis	112.9	$	3.26	/ MMBtu	77%

Year Ending December 31, 2022
Volumes
Hedged Average Price Percentage
Hedged
NGLs - excluding ethane (MBbl/d) - Conway/Mont Belvieu
7.0 $ 0.75 / gallon 43%
Condensate (MBbl/d) - WTI-NYMEX
1.0 $ 57.15 / Bbl 29%
Natural gas (BBtu/d) - NYMEX and basis
74.5 $ 2.76 / MMBtu 50%


	Year Ending December 31, 2023
	Volumes Hedged	Average Price			Percentage Hedged
NGLs - excluding ethane (MBbl/d) - Conway/Mont Belvieu	12.0	$	1.20	/ gallon	68%
Condensate (MBbl/d) - WTI-NYMEX	1.7	$	85.48	/ Bbl	71%
Natural gas (BBtu/d) - NYMEX and basis	110.6	$	3.73	/ MMBtu	73%

Our Natural Gas Gathering and Processing segment’s commodity price sensitivity is estimated as a hypothetical change in the price of NGLs, crude oil and natural gas at June 30, ~~2021.~~2022. Condensate sales are typically based on the price of crude oil. Assuming normal operating conditions, we estimate the following for our forecasted equity volumes:

•a $0.01 per-gallon change in the composite price of NGLs, excluding ethane, would change adjusted EBITDA for the six months ending December 31, ~~2021,~~2022, and for the year ending December 31, ~~2022,~~2023, by approximately $1.3 million and ~~$2.5~~$2.7 million, respectively;

•a $1.00 per-barrel change in the price of crude oil would change adjusted EBITDA for the six months ending December 31, ~~2021,~~2022, and for the year ending December 31, ~~2022,~~2023, by approximately $0.4 million and ~~$1.2~~$0.9 million, respectively; and

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•a $0.10 per-MMBtu change in the price of residue natural gas would change adjusted EBITDA for the six months ending December 31, ~~2021,~~2022, and for the year ending December 31, ~~2022,~~2023, by approximately $2.7 million and $5.5 million, respectively.

These estimates do not include any effects of hedging or effects on demand for our services or natural gas processing plant operations that might be caused by, or arise in conjunction with, commodity price fluctuations. For example, a change in the gross processing spread may cause a change in the amount of ethane extracted from the natural gas stream, impacting gathering and processing financial results for certain contracts.

INTEREST-RATE RISK

We are exposed to interest-rate risk through borrowings under our $2.5 Billion Credit Agreement, commercial paper program and long-term debt issuances. Future increases in commercial paper rates or bond rates could expose us to increased interest costs on future borrowings. We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt and interest-rate swaps. Interest-rate swaps are agreements to exchange interest payments at some future point based on specified notional amounts.

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The following table presents the effect of a 10% hypothetical change in interest rates on the estimated fair value of our ~~interest- rate~~interest-rate derivative instruments ~~for~~as of the ~~periods~~dates indicated:

June 30,
2021 December 31,
2020

(Millions of dollars)
Forward-starting interest-rate swaps $ 18.3 $ 12.9


	June 30, 2022		December 31, 2021
	(Millions of dollars)
Forward-starting interest-rate swaps	$	34.8	$	19.6

Our sensitivity analysis represents an estimate of the reasonably possible gains and losses that would be recognized on our interest-rate derivative contracts assuming hypothetical movements in future interest rates and is not necessarily indicative of actual results that may occur. Actual gains and losses may differ from estimates due to actual fluctuations in interest rates, as well as changes in our interest-rate derivative portfolio during the year.

See Note C of the Notes to Consolidated Financial Statements in this Quarterly Report for more information on our hedging activities.

COUNTERPARTY CREDIT RISK

We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments and other forms of collateral, when appropriate. Certain of our counterparties may be impacted by a relatively low commodity price environment and could experience financial problems, which could result in nonpayment and/or nonperformance, which could impact adversely our results of operations.

~~The~~In our Natural Gas Gathering and Processing and Natural Gas Pipelines segments, the creditworthiness of our counterparties, which are primarily investment grade, is consistent with that discussed in Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in our Annual Report. In our Natural Gas Liquids segment, for the six months ended June 30, 2022, and twelve months ended December 31, 2021, approximately 85% and 70%, respectively, of commodity sales were made to customers rated investment-grade by S&P, approved through comparable internal counterparty analysis, or were secured by letters of credit or other collateral.

ITEM 4.CONTROLS AND PROCEDURES

Quarterly Evaluation of Disclosure Controls and Procedures - Our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report based on the evaluation of the controls and procedures required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act.

Changes in Internal Control Over Financial Reporting - There have been no changes in our internal control over financial reporting during the quarter ended June 30, ~~2021,~~2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

Additional information about our legal proceedings is included in Note JI of the Notes to Consolidated Financial Statements in this Quarterly Report and under Note N of the Notes to Consolidated Financial Statements in our Annual Report.

ITEM 1A.RISK FACTORS

Our operations are subject to operational hazards and unforeseen interruptions, which could affect adversely our business and for which we may not be adequately insured.

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Our operations are subject to all the risks and hazards typically associated with the operation of natural gas and NGL gathering, transportation and distribution pipelines, storage facilities and processing and fractionation facilities, which include, but are not limited to, leaks, pipeline ruptures, the breakdown or failure of equipment or processes and the performance of facilities below expected levels of capacity and efficiency. For example, on July 9, 2022, a fire occurred at our 210 MBbl/d Medford, Oklahoma, natural gas liquids fractionation facility. All personnel are safe and accounted for, but we expect the Medford facility to remain out of service for an extended period. While the facility is not currently operational, we are using our integrated NGL pipeline system between the Mid-Continent and Gulf Coast, along with our fractionation and storage assets and fractionation and storage arrangements with industry peers, to provide midstream services and are working to reduce future impacts to our suppliers and customers; however, there can be no assurance that these activities will be mitigate impacts over the long term. Other operational hazards and unforeseen interruptions include adverse weather conditions, infectious disease including a pandemic, cybersecurity attacks, geopolitical reactions, accidents, explosions, fires, the collision of equipment with our pipeline facilities (for example, this may occur if a third party were to perform excavation or construction work near our facilities) and catastrophic events such as tornados, hurricanes, earthquakes, floods and other similar events beyond our control. Extreme cold weather can result in supply reductions from producer wellhead freeze-offs, as well as power curtailments or outages, any of which can negatively impact our business, results of operations, financial position and cash flows. Further, the United States government warned that energy assets, specifically the nation’s pipeline infrastructure, may be targets of terrorist attacks. An act of terrorism could target our facilities, those of our suppliers or customers or those of other pipelines. A casualty occurrence may result in injury or loss of life, extensive property damage or environmental damage. Liabilities incurred and interruptions to the operations of our pipeline or other facilities caused by such an event could reduce our revenues and increase expenses, thereby impairing our ability to meet our obligations.

Premiums and deductibles for certain insurance policies can increase substantially, and, in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. Consequently, we may not be able to renew existing insurance policies or purchase other desirable insurance on commercially reasonable terms, if at all. Insurance proceeds may not be adequate to cover all liabilities or expenses incurred or revenues lost, and we are not fully insured against all risks inherent to our business. If we were to incur a significant liability for which we were not fully insured, it could affect adversely our business, results of operations, financial position and cash flows. Further, the proceeds of any such insurance may not be paid in a timely manner.

Our investors should consider the risks set forth in Part I, Item 1A, Risk Factors, of our Annual Report that could affect us and our business. Although we have tried to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial performance. Investors should consider carefully the discussion of risks and the other information included or incorporated by reference in this Quarterly Report, including “Forward-Looking Statements,” which are included in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

Not applicable.

ITEM 6.EXHIBITS

Readers of this report should not rely on or assume the accuracy of any representation or warranty or the validity of any opinion contained in any agreement filed as an exhibit to this Quarterly Report, because such representation, warranty or opinion may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent an allocation of risk between parties in the particular transaction, may be qualified by materiality standards that differ from what may be viewed as

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material for securities law purposes, or may no longer continue to be true as of any given date. All exhibits attached to this Quarterly Report are included for the purpose of complying with requirements of the SEC. Other than the certifications made by our officers pursuant to the Sarbanes-Oxley Act of 2002 included as exhibits to this Quarterly Report, all exhibits are included only to provide information to investors regarding their respective terms and should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.

The following exhibits are filed as part of this Quarterly Report:


Exhibit No.			Exhibit Description

3.1			Amended and Restated By-laws of ONEOK, Inc. (incorporated by reference from Exhibit 3.1 to ONEOK Inc.’s Current Report on Form 8-K, filed ~~September 20, 2018~~February 28, 2022 (File No. 1-13643)).

3.2			Amended and Restated Certificate of Incorporation of ONEOK, Inc., dated July 3, 2017, as amended (incorporated by reference from Exhibit 3.2 to ONEOK Inc.’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2017, filed November 1, 2017 (File No. 1-13643)).

10.1			~~Form of~~Amended and Restated Credit Agreement, dated June 10, 2022, by and among ONEOK, Inc. ~~Equity Incentive Plan Restricted Unit Award~~, as borrower, Citibank, N.A., as administrative agent, a swing line lender, a letter of credit issuer and a lender, and the other lenders, swing line lenders and letter of credit issuers parties thereto (incorporated by reference from Exhibit 10.1 to ONEOK Inc.’s Current Report on Form 8-K, filed June 13, 2022 (File No. 1-13643)).

10.2			Amended and Restated Guaranty Agreement, ~~(Make-Whole Award)~~dated June 10, 2022, by and between ONEOK ~~Inc.~~Partners, L.P. and ~~Pierce H. Norton II.~~ONEOK Partners Intermediate Limited Partnership, in favor of Citibank, N.A.(incorporated by reference from Exhibit 10.2 to ONEOK Inc.’s Current Report on Form 8-K, filed June 1 3 , 2022 (File No. 1-13643)).

22.1			List of subsidiary guarantors and issuers of guaranteed securities.

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31.1			Certification of Pierce H. Norton II pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Walter S. Hulse III pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification of Pierce H. Norton II pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)).

32.2			Certification of Walter S. Hulse III pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)).




101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH			Inline XBRL Taxonomy Extension Schema Document.

101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document.

101.DEF			Inline XBRL Taxonomy Extension Definitions Document.

101.LAB			Inline XBRL Taxonomy Label Linkbase Document.

101.PRE			Inline XBRL Taxonomy Presentation Linkbase Document.

104			Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

Attached as Exhibit 101 to this Quarterly Report are the following Inline XBRL-related documents: (i) Document and Entity Information; (ii) Consolidated Statements of Income for the three and six months ended June 30, ~~2021~~2022 and ~~2020;~~2021; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, ~~2021~~2022 and ~~2020;~~2021; (iv) Consolidated Balance Sheets at June 30, ~~2021,~~2022, and December 31, ~~2020;~~2021; (v) Consolidated Statements of Cash Flows for the six months ended June 30, ~~2021~~2022 and ~~2020;~~2021; (vi) Consolidated Statements of Changes in Equity for the three and six months ended June 30, ~~2021~~2022 and ~~2020;~~2021; and (vii) Notes to Consolidated Financial Statements.

4950

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SIGNATURE

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


	ONEOK, Inc.
	Registrant


Date: August ~~4, 2021~~9, 2022	By:	/s/ Walter S. Hulse III
		Walter S. Hulse III
		Chief Financial Officer, Treasurer and
		Executive Vice President, ~~Strategy~~Investor Relations
		and Corporate ~~Affairs~~Development
		(Principal Financial Officer)

5051


	Risk- Management Assets/Liabilities (a)		Retirement and Other Postretirement Benefit Plan Obligations (a) (b)		Risk- Management Assets/Liabilities of Unconsolidated Affiliates (a)		Accumulated Other Comprehensive Loss (a)
	(Thousands of dollars)
January 1, 2021	$	(377,446)	$	(157,635)	$	(16,368)	$	(551,449)
Other comprehensive income (loss) before reclassifications	(140,056)		(142)		3,651		(136,547)
Amounts reclassified to net income (c)	76,591		9,027		935		86,553
Other comprehensive income (loss)	(63,465)		8,885		4,586		(49,994)
June 30, 2021	$	(440,911)	$	(148,750)	$	(11,782)	$	(601,443)


	Six Months Ended June 30, 2020
	Loss		Shares	Per Share Amount
	(Thousands, except per share amounts)
Basic EPS
Net loss available for common stock	$	(8,086)	417,002	$	(0.02)
Diluted EPS
Effect of dilutive securities	0		0
Net loss available for common stock and common stock equivalents (a)	$	(8,086)	417,002	$	(0.02)


	Retirement Benefits				Other Postretirement Benefits
	Three Months Ended				Three Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
	(Thousands of dollars)
Components of net periodic benefit cost (income)
Service cost	$	2,076	$	2,036	$	95	$	115
Interest cost	4,220		4,574		284		442
Expected return on plan assets	(6,269)		(6,232)		42		(722)
Amortization of prior service cost (a)	28		28		0		0
Amortization of net loss (a)	4,913		4,571		1,841		1
Net periodic benefit cost (income)	$	4,968	$	4,977	$	2,262	$	(164)


Six Months Ended June 30, 2020	Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
	(Thousands of dollars)
NGL and condensate sales	$	329,498	$	2,771,291	$	0	$	3,100,789
Residue natural gas sales	339,943		0		2,035		341,978
Gathering, processing and exchange services revenue	73,886		238,710		0		312,596
Transportation and storage revenue	0		91,636		240,141		331,777
Other	6,462		4,669		665		11,796
Total revenues (c)	749,789		3,106,306		242,841		4,098,936

Cost of sales and fuel (exclusive of depreciation and operating costs)	(334,391)		(2,183,908)		(1,707)		(2,520,006)
Operating costs	(163,138)		(196,548)		(66,399)		(426,085)
Equity in net earnings (loss) from investments	(1,343)		23,065		48,233		69,955
Noncash compensation expense and other	(2,520)		(357)		(611)		(3,488)
Segment adjusted EBITDA	$	248,397	$	748,558	$	222,357	$	1,219,312

Depreciation and amortization	$	(114,175)	$	(126,906)	$	(29,694)	$	(270,775)
Impairment charges (d)	$	(564,353)	$	(77,401)	$	0	$	(641,754)
Investments in unconsolidated affiliates	$	2,250	$	427,032	$	360,753	$	790,035
Total assets	$	6,426,121	$	13,183,168	$	2,064,197	$	21,673,486
Capital expenditures	$	299,781	$	1,205,990	$	27,500	$	1,533,271


	Year Ending December 31, 2022
	Volumes Hedged	Average Price			Percentage Hedged
NGLs - excluding ethane (MBbl/d) - Conway/Mont Belvieu	7.0	$	0.75	/ gallon	43%
Condensate (MBbl/d) - WTI-NYMEX	1.0	$	57.15	/ Bbl	29%
Natural gas (BBtu/d) - NYMEX and basis	74.5	$	2.76	/ MMBtu	50%