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Published: 2023-08-08 00:00:00 ET

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oke-20230630

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, 2023.

☐ 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 31, 2023, the Company had 447,674,825 shares of common stock outstanding.

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ONEOK, Inc.

TABLE OF CONTENTS


Part I.	Financial Information	Page No.
Item 1.	Financial Statements (Unaudited)	6
	Consolidated Statements of Income - Three and Six Months Ended June 3 0 , 2023 and 2022	6
	Consolidated Statements of Comprehensive Income - Three an d Six Months Ended June 3 0 , 2023 and 2022	7
	Consolidated Balance Sheets - Ju ne 3 0 , 2023 and December 31, 2022	8
	Consolidated Statements of Cash Flows - Six Months Ended June 3 0 , 2023 and 2022	11
	Consolidated Statements of Changes in Equity - Three an d Six Months Ended June 3 0 , 2023 and 2022	12
	Notes to Consolidated Financial Statements	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	44
Part II.	Other Information	45
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	46
Signature		48

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,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “target,” “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 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.

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 amended and restated revolving credit agreement, as amended
AFUDC			Allowance for funds used during construction
Annual Report			Annual Report on Form 10-K for the year ended December 31, 2022
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


CFTC			United States Commodity Futures Trading Commission



DJ			Denver-Julesburg

EBITDA			Earnings before interest expense, income taxes, depreciation and amortization
EPA			United States Environmental Protection Agency
EPS			Earnings per share of common stock

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			Guardian Pipeline, L.L.C., a wholly owned subsidiary of ONEOK, Inc.
Guardian Term Loan Agreement			Guardian’s senior unsecured three-year $120 million term loan agreement dated June 2022
GHG			Greenhouse gas
Homeland Security			United States Department of Homeland Security


Intermediate Partnership			ONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of ONEOK Partners, L.P.


Magellan			Magellan Midstream Partners, L.P.
MBbl/d			Thousand barrels per day
MDth/d			Thousand dekatherms per day
Merger Agreement			Agreement and Plan of Merger of ONEOK, Otter Merger Sub, LLC and Magellan, dated May 14, 2023
Merger Transaction			The transaction contemplated by the Merger Agreement pursuant to which ONEOK will acquire all of Magellan’s outstanding common units in a cash-and-stock transaction
MMBbl			Million barrels

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)
Northern Border			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			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
Purity NGLs			Marketable natural gas liquid purity products, such as ethane, ethane/propane mix, propane, iso-butane, normal butane and natural gasoline
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

SEC			Securities and Exchange Commission


Series E Preferred Stock			Series E Non-Voting, Perpetual Preferred Stock, par value $0.01 per share
SOFR			Secured Overnight Financing Rate

Term SOFR			The forward-looking term rate based on SOFR
Viking			Viking Gas Transmission Company, a wholly owned subsidiary of ONEOK, Inc.
Viking Term Loan Agreement			Viking’s senior unsecured three-year $60 million term loan agreement dated March 2023
WTI			West Texas Intermediate
XBRL			eXtensible Business Reporting Language

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Unaudited)	2023		2022		2023		2022
	(Millions of dollars, except per share amounts)
Revenues
Commodity sales	$	3,371	$	5,651	$	7,527	$	10,756
Services	361		345		726		685
Total revenues (Note L)	3,732		5,996		8,253		11,441
Cost of sales and fuel (exclusive of items shown separately below)	2,482		4,878		5,829		9,244
Operations and maintenance	296		231		535		445
Depreciation and amortization	170		158		332		312

General taxes	47		46		104		96
Other operating (income) expense, net (Note C)	—		(6)		(781)		(7)
Operating income	737		689		2,234		1,351
Equity in net earnings from investments (Note J)	43		36		83		72


Other income (expense), net	13		(9)		21		(22)

Interest expense (net of capitalized interest of $6, $13, $24, and $25, respectively)	(180)		(171)		(346)		(343)
Income before income taxes	613		545		1,992		1,058
Income taxes	(145)		(131)		(475)		(253)
Net income	468		414		1,517		805
Less: Preferred stock dividends	—		—		—		—
Net income available to common shareholders	$	468	$	414	$	1,517	$	805

Basic EPS (Note I)	$	1.04	$	0.93	$	3.38	$	1.80

Diluted EPS (Note I)	$	1.04	$	0.92	$	3.38	$	1.80
Average shares (millions)
Basic	448.3		447.5		448.2		447.3
Diluted	449.0		448.2		449.0		448.3

See accompanying Notes to Consolidated Financial Statements.


ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Unaudited)	2023		2022		2023		2022
	(Millions of dollars)
Net income	$	468	$	414	$	1,517	$	805
Other comprehensive income (loss), net of tax
Change in fair value of derivatives, net of tax of $(15), $(7), $(22) and $14, respectively	51		22		74		(50)
Derivative amounts reclassified to net income, net of tax of $7, $(21), $10 and $(41), respectively	(25)		70		(37)		136
Change in retirement and other postretirement benefit plan obligations, net of tax of $—, $(1), $— and $(2), respectively	1		3		1		6
Other comprehensive income (loss) of unconsolidated affiliates, net of tax of $—, $(2), $1 and $(4), respectively	(3)		6		(5)		13
Total other comprehensive income, net of tax	24		101		33		105
Comprehensive income	$	492	$	515	$	1,550	$	910

See accompanying Notes to Consolidated Financial Statements.


ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS

		June 30,		December 31,
(Unaudited)		2023		2022
Assets	(Millions of dollars)
Current assets
Cash and cash equivalents		$	106	$	220
Accounts receivable, net		1,023		1,532
Materials and supplies		146		149
NGLs and natural gas in storage		314		432
Commodity imbalances		30		43
Other current assets		244		172
Total current assets		1,863		2,548
Property, plant and equipment
Property, plant and equipment		25,601		25,015
Accumulated depreciation and amortization		5,372		5,063
Net property, plant and equipment		20,229		19,952
Investments and other assets
Investments in unconsolidated affiliates		885		802
Goodwill and net intangible assets		748		753

Other assets		313		324
Total investments and other assets		1,946		1,879
Total assets		$	24,038	$	24,379


ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Continued)
		June 30,		December 31,
(Unaudited)		2023		2022
Liabilities and equity	(Millions of dollars)
Current liabilities
Current maturities of long-term debt (Note F)		$	—	$	925

Accounts payable		880		1,359

Commodity imbalances		163		254
Accrued taxes		130		136
Accrued interest		214		233
Operating lease liability		12		12
Other current liabilities		118		132
Total current liabilities		1,517		3,051
Long-term debt, excluding current maturities (Note F)		12,742		12,696
Deferred credits and other liabilities
Deferred income taxes		2,168		1,739
Operating lease liability		63		68
Other deferred credits		330		331
Total deferred credits and other liabilities		2,561		2,138
Commitments and contingencies (Note K)
Equity (Note G)
ONEOK shareholders’ equity:
Preferred stock, $0.01 par value: authorized and issued 20,000 shares at June 30, 2023, and December 31, 2022		—		—
Common stock, $0.01 par value: authorized 1,200,000,000 shares; issued 474,916,234 shares and outstanding 447,671,698 shares at June 30, 2023; issued 474,916,234 shares and outstanding 447,157,771 shares at December 31, 2022		5		5
Paid-in capital		7,270		7,253
Accumulated other comprehensive loss (Note H)		(75)		(108)
Retained earnings		711		50
Treasury stock, at cost: 27,244,536 shares at June 30, 2023, and 27,758,463 shares at December 31, 2022		(693)		(706)
Total equity		7,218		6,494
Total liabilities and equity		$	24,038	$	24,379

See accompanying Notes to Consolidated Financial Statements.

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ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Six Months Ended
	June 30,
(Unaudited)	2023		2022
	(Millions of dollars)
Operating activities
Net income	$	1,517	$	805
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	332		312

Equity in net earnings from investments	(83)		(72)
Distributions received from unconsolidated affiliates	86		72
Deferred income taxes	419		228



Medford settlement gain	(779)		—
Medford settlement proceeds	502		—
Other, net	43		45
Changes in assets and liabilities:
Accounts receivable	456		(340)
NGLs and natural gas in storage, net of commodity imbalances	40		(165)
Accounts payable	(443)		569


Risk-management assets and liabilities	47		(131)
Other assets and liabilities, net	(144)		(73)
Cash provided by operating activities	1,993		1,250
Investing activities
Capital expenditures (less allowance for equity funds used during construction)	(594)		(559)

Contributions to unconsolidated affiliates	(108)		(1)
Distributions received from unconsolidated affiliates in excess of cumulative earnings	16		13
Medford settlement proceeds	328		—
Other, net	5		4

Cash used in investing activities	(353)		(543)
Financing activities
Dividends paid	(855)		(835)

Issuance of long-term debt, net of discounts	60		120

Repayment of long-term debt	(940)		—


Other, net	(19)		(2)
Cash used in financing activities	(1,754)		(717)
Change in cash and cash equivalents	(114)		(10)
Cash and cash equivalents at beginning of period	220		146
Cash and cash equivalents at end of period	$	106	$	136

See accompanying Notes to Consolidated Financial Statements.


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

(Unaudited)	Preferred Stock Issued	Common Stock Issued	Preferred Stock		Common Stock		Paid-in Capital
	(Shares)		(Millions of dollars)
January 1, 2023	20,000	474,916,234	$	—	$	5	$	7,253
Net income	—	—	—		—		—
Other comprehensive income (Note H)	—	—	—		—		—
Preferred stock dividends - $13.75 per share (Note G)	—	—	—		—		—
Common stock issued	—	—	—		—		(3)
Common stock dividends - $0.955 per share (Note G)	—	—	—		—		—
Other, net	—	—	—		—		3
March 31, 2023	20,000	474,916,234	—		5		7,253
Net income	—	—	—		—		—
Other comprehensive income (Note H)	—	—	—		—		—
Preferred stock dividends - $13.75 per share (Note G)	—	—	—		—		—
Common stock issued	—	—	—		—		7
Common stock dividends - $0.955 per share (Note G)	—	—	—		—		—
Other, net	—	—	—		—		10
June 30, 2023	20,000	474,916,234	$	—	$	5	$	7,270








(Unaudited)	Preferred Stock Issued	Common Stock Issued	Preferred Stock		Common Stock		Paid-in Capital
	(Shares)		(Millions of dollars)
January 1, 2022	20,000	474,916,234	$	—	$	5	$	7,214
Net income	—	—	—		—		—
Other comprehensive income	—	—	—		—		—
Preferred stock dividends - $13.75 per share	—	—	—		—		—
Common stock issued	—	—	—		—		(6)
Common stock dividends - $0.935 per share	—	—	—		—		(26)
Other, net	—	—	—		—		(5)
March 31, 2022	20,000	474,916,234	—		5		7,177
Net income	—	—	—		—		—
Other comprehensive income	—	—	—		—		—
Preferred stock dividends - $13.75 per share	—	—	—		—		—
Common stock issued	—	—	—		—		7
Common stock dividends - $0.935 per share	—	—	—		—		(4)
Other, net	—	—	—		—		10
June 30, 2022	20,000	474,916,234	$	—	$	5	$	7,190


ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Continued)
(Unaudited)	Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Equity
	(Millions of dollars)
January 1, 2023	$	(108)	$	50	$	(706)	$	6,494
Net income	—		1,049		—		1,049
Other comprehensive income (Note H)	9		—		—		9
Preferred stock dividends - $13.75 per share (Note G)	—		—		—		—
Common stock issued	—		—		7		4
Common stock dividends - $0.955 per share (Note G)	—		(427)		—		(427)
Other, net	—		—		—		3
March 31, 2023	(99)		672		(699)		7,132
Net income	—		468		—		468
Other comprehensive income (Note H)	24		—		—		24
Preferred stock dividends - $13.75 per share (Note G)	—		—		—		—
Common stock issued	—		—		6		13
Common stock dividends $0.955 - per share (Note G)	—		(429)		—		(429)
Other, net	—		—		—		10
June 30, 2023	$	(75)	$	711	$	(693)	$	7,218








(Unaudited)	Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Equity
	(Millions of dollars)
January 1, 2022	$	(472)	$	—	$	(732)	$	6,015
Net income	—		391		—		391
Other comprehensive income	4		—		—		4
Preferred stock dividends - $13.75 per share	—		—		—		—
Common stock issued	—		—		12		6
Common stock dividends - $0.935 per share	—		(391)		—		(417)
Other, net	—		—		—		(5)
March 31, 2022	(468)		—		(720)		5,994
Net income	—		414		—		414
Other comprehensive income	101		—		—		101
Preferred stock dividends - $13.75 per share	—		—		—		—
Common stock issued	—		—		7		14
Common stock dividends - $0.935 per share	—		(414)		—		(418)
Other, net	—		—		—		10
June 30, 2022	$	(367)	$	—	$	(713)	$	6,115

See accompanying Notes to Consolidated Financial Statements.

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 2022 year-end Consolidated Balance Sheet data was derived from our audited Consolidated Financial Statements but does not include all disclosures required by GAAP. These unaudited Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements in our Annual Report.

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 herein or in our Annual Report were assessed and determined to be either not applicable or clarifications of ASUs previously issued. There have been no new accounting pronouncements that have become effective or have been issued that are of significance or potential significance to us.

B. ACQUISITION OF MAGELLAN

On May 14, 2023, we announced an agreement to acquire all of the outstanding common units of Magellan in a cash-and-stock transaction. Magellan primarily transports, stores and distributes refined petroleum products and crude oil. Pursuant to the Merger Agreement, each common unit of Magellan will be exchanged for a fixed ratio of 0.667 shares of ONEOK common stock and $25.00 of cash in a taxable transaction to Magellan common unitholders. Following completion of the Merger Transaction, we expect Magellan to be our wholly owned subsidiary. ONEOK, ONEOK Partners and the Intermediate Partnership expect to issue guarantees of Magellan’s debt, which we expect to remain outstanding.

Our Board of Directors and the Board of Directors of the general partner of Magellan both unanimously approved the Merger Agreement. The Merger Transaction is expected to close during the third quarter of 2023, subject to the approval of ONEOK shareholders and Magellan unitholders and other customary closing conditions. In June 2023, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired, which satisfies one of the conditions to the closing of the Merger Transaction.

If the Merger Agreement is terminated under certain conditions, Magellan may be required to reimburse our expenses up to $125 million or pay us a termination fee equal to $275 million less any expenses previously paid. Further, we may be required to reimburse Magellan’s expenses up to $75 million or pay Magellan a termination fee equal to $450 million, less any expenses previously paid.

We intend to finance the cash portion of the Merger Transaction consideration with debt. In May 2023, we entered into a commitment letter for an unsecured 364-day bridge loan facility in an aggregate principal amount of $5.25 billion, which is subject to a number of customary conditions. Prior to the close of the Merger Transaction, we expect to issue senior unsecured notes and terminate the commitment letter undrawn.

If the Merger Transaction closes, it will be accounted for using the acquisition method of accounting for business combinations in accordance with ASC 805. Accordingly, the assets acquired and liabilities assumed will be recorded at their acquisition date fair values. Any excess of the consideration to be transferred over the estimated fair value of assets acquired and liabilities assumed will be recorded as goodwill.

See Part 2, Item 1A “Risk Factors” for further discussion of risks related to the acquisition.

C. MEDFORD INCIDENT

On July 9, 2022, a fire occurred at our 210 MBbl/d Medford, Oklahoma, natural gas liquids fractionation facility. Beginning in August 2022, we developed claims related to the Medford incident and recorded accruals for the expected insurance recoveries. We assessed incurred costs and lost earnings related to business interruption and property damage to our facility, as well as timing of recognition under applicable insurance recovery guidance, and recorded accruals of $151 million in 2022 for insurance recoveries that offset our incurred costs and losses.

On January 9, 2023, we reached an agreement with our insurers to settle all claims for physical damage and business interruption related to the Medford incident. Under the terms of the settlement agreement, we agreed to resolve the claims for total insurance payments of $930 million, $100 million of which was received in 2022. The remaining $830 million was received in the first quarter 2023. The proceeds serve as settlement for property damage, business interruption claims to the date of the settlement and as payment in lieu of future business interruption insurance claims.

In the first quarter 2023, we applied the $830 million received to our outstanding insurance receivable at December 31, 2022, of $51 million, and recorded an operational gain for the remaining $779 million in other operating (income) expense, net, within the Consolidated Statement of Income. We classified proceeds received within the Consolidated Statement of Cash Flows based on our assessment of the nature of the loss (property and business interruption) included in the settlement.

D. 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. 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 based on the lowest level input that is significant to the fair value measurement in its entirety. Our valuation techniques and inputs are consistent with those discussed in Note A of the Notes to Consolidated Financial Statements in our Annual Report.

Recurring Fair Value Measurements - The following tables set forth our recurring fair value measurements as of the dates indicated:


	June 30, 2023
	Level 1		Level 2		Level 3		Total - Gross		Netting (a)		Total - Net
	(Millions of dollars)
Derivative assets

Commodity contracts	$	36	$	169	$	—	$	205	$	(165)	$	40
Interest-rate contracts	—		17		—		17		—		17
Total derivative assets	$	36	$	186	$	—	$	222	$	(165)	$	57
Derivative liabilities

Commodity contracts	$	(16)	$	(111)	$	—	$	(127)	$	127	$	—

Interest-rate contracts	—		(4)		—		(4)		—		(4)
Total derivative liabilities	$	(16)	$	(115)	$	—	$	(131)	$	127	$	(4)

(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, 2023, we posted no cash and held cash of $38 million from various counterparties, which offsets our derivative net asset position under master netting arrangements as shown in the table above.


	December 31, 2022
	Level 1		Level 2		Level 3		Total - Gross		Netting (a)		Total - Net
	(Millions of dollars)
Derivative assets

Commodity contracts	$	15	$	152	$	—	$	167	$	(125)	$	42

Interest-rate contracts	—		11		—		11		—		11
Total derivative assets	$	15	$	163	$	—	$	178	$	(125)	$	53
Derivative liabilities

Commodity contracts	$	(38)	$	(87)	$	—	$	(125)	$	125	$	—


Total derivative liabilities	$	(38)	$	(87)	$	—	$	(125)	$	125	$	—

(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, 2022, we held no cash and posted $9 million of cash with various counterparties, which is included in other current assets in our Consolidated Balance Sheet.

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)	2023		2022		2023		2022
	(Millions of dollars)
Net liabilities at beginning of period	$	—	$	(190)	$	—	$	(114)
Total changes in fair value:

Settlements included in net income (a)	—		57		—		60

New Level 3 derivatives included in other comprehensive income (b)	—		9		—		9
Unrealized change included in other comprehensive income (b)	—		14		—		(65)
Net liabilities at end of period	$	—	$	(110)	$	—	$	(110)

(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 year ended December 31, 2022, we transferred out of Level 3 commodity derivatives associated with certain locations for NGL basis swaps, principally due to improved transparency of market prices as a result of the volume and frequency of transactions in these markets. We consider the valuation of these commodity derivatives, which are transacted through a clearing broker and valued with an unadjusted published price from an exchange, as a Level 2 valuation.

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 $11.9 billion and $12.7 billion at June 30, 2023, and December 31, 2022, respectively. The book value of our consolidated long-term debt, including current maturities, was $12.7 billion and $13.6 billion at June 30, 2023, and December 31, 2022, respectively. The estimated fair value of the aggregate 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.

E. 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 purity NGLs; to reduce our exposure to commodity price and interest-rate fluctuations; and to achieve more predictable cash flows. We follow established policies and procedures 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 commodity derivative instruments to reduce the near-term commodity price risk associated with a portion of our forecasted purchases and sales of commodities. Our exposure to commodity price risk is consistent with that discussed in our Annual Report.

Interest-rate risk - We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps. Treasury locks are agreements to pay the difference between the benchmark Treasury rate and the rate that is designated in the terms of the agreement. In the second quarter 2023, we entered into $1.1 billion of Treasury locks to hedge the variability of interest payments on a portion of our forecasted debt issuances, resulting in a total of $1.1 billion of Treasury locks outstanding as of June 30, 2023. All of our Treasury locks are designated as cash flow hedges.

Interest-rate swaps are agreements to exchange interest payments at some future point based on specified notional amounts. At June 30, 2023 and December 31, 2022, we had forward-starting interest-rate swaps with notional amounts totaling $0.4 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.

Fair Values of Derivative Instruments - The following table sets forth the fair values of our derivative instruments presented on a gross basis as of the dates indicated:


		June 30, 2023				December 31, 2022
	Location in our Consolidated Balance Sheets	Assets		(Liabilities)		Assets		(Liabilities)
Derivatives designated as hedging instruments		(Millions of dollars)

Commodity contracts (a)	Other current assets	$	205	$	(127)	$	160	$	(123)
	Other assets	—		—		6		(1)

Interest-rate contracts	Other current assets/liabilities	17		(4)		11		—

Total derivatives designated as hedging instruments		222		(131)		177		(124)
Derivatives not designated as hedging instruments

Commodity contracts (a)	Other current assets	—		—		1		(1)
Total derivatives not designated as hedging instruments		—		—		1		(1)
Total derivatives		$	222	$	(131)	$	178	$	(125)

(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.

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


		June 30, 2023		December 31 2022
	Contract Type	Net Purchased/Payor (Sold/Receiver)
Derivatives designated as hedging instruments:
Cash flow hedges
Fixed price
- Natural gas (Bcf)	Futures	(20.2)		(39.3)

- Crude oil and NGLs (MMBbl)	Futures	(12.9)		(8.4)

Basis
- Natural gas (Bcf)	Futures	(18.2)		(39.3)
Interest-rate contracts (Billions of dollars)	Swaps	$	0.4	$	0.4
Interest-rate contracts (Billions of dollars)	Treasury locks	$	1.1	$	—

Derivatives not designated as hedging instruments:
Fixed price
- Natural gas (Bcf)	Futures	—		(0.1)
- Crude oil and NGLs (MMBbl)	Futures	—		0.1
Basis
- Natural gas (Bcf)	Futures	—		(0.1)

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
	June 30,				June 30,
	2023		2022		2023		2022

Commodity contracts	$	54	$	(34)	$	94	$	(208)
Interest-rate contracts	12		63		2		144
Total unrealized change in fair value of cash flow hedges in other comprehensive income (loss)	$	66	$	29	$	96	$	(64)

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


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,
		2023		2022		2023		2022
		(Millions of dollars)
Commodity contracts	Commodity sales revenues	$	95	$	(257)	$	118	$	(468)
	Cost of sales and fuel	(57)		176		(60)		310
Interest-rate contracts	Interest expense	(6)		(10)		(11)		(19)
Total change in fair value of cash flow hedges reclassified from accumulated other comprehensive loss into net income on derivatives		$	32	$	(91)	$	47	$	(177)

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 credit risk. Our policies and related credit risk are consistent with those discussed in our Annual Report.

F. DEBT

The following table sets forth our consolidated debt as of the dates indicated:


	June 30, 2023		December 31, 2022
	(Millions of dollars)
Commercial paper outstanding (a)	$	—	$	—
Senior unsecured obligations:

$425 at 5.0% due September 2023	—		425
$500 at 7.5% due September 2023	—		500
$500 at 2.75% due September 2024	500		500
$500 at 4.9% due March 2025	500		500
$400 at 2.2% due September 2025	387		387
$600 at 5.85% due January 2026	600		600
$500 at 4.0% due July 2027	500		500
$800 at 4.55% due July 2028	800		800
$100 at 6.875% due September 2028	100		100
$700 at 4.35% due March 2029	700		700
$750 at 3.4% due September 2029	714		714
$850 at 3.1% due March 2030	780		780
$600 at 6.35% due January 2031	600		600
$750 at 6.1% due November 2032	750		750
$400 at 6.00% due June 2035	400		400
$600 at 6.65% due October 2036	600		600
$600 at 6.85% due October 2037	600		600
$650 at 6.125% due February 2041	650		650
$400 at 6.2% due September 2043	400		400
$700 at 4.95% due July 2047	689		689
$1,000 at 5.2% due July 2048	1,000		1,000
$750 at 4.45% due September 2049	653		673
$500 at 4.5% due March 2050	443		443
$300 at 7.15% due January 2051	300		300
Guardian
$120 term loan, rate of 6.33% as of June 30, 2023, due June 2025	120		120
Viking
$60 term loan, rate of 6.46% as of June 30, 2023, due March 2026	60		—
Total debt	12,846		13,731
Unamortized portion of terminated swaps	9		10
Unamortized debt issuance costs and discounts	(113)		(120)
Current maturities of long-term debt	—		(925)

Long-term debt	$	12,742	$	12,696

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

$2.5 Billion Credit Agreement - Our $2.5 Billion Credit Agreement is a revolving credit facility and contains certain customary conditions for borrowing, as well as customary financial, affirmative and negative covenants. Among other things, 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 projected EBITDA from certain lender-approved capital expansion projects). In May 2023, we entered into an amendment to our $2.5 Billion Credit Agreement, which, among other things, provided for certain amendments to the definition of consolidated net total debt, as defined within the $2.5 Billion Credit Agreement. Under our $2.5 Billion Credit Agreement, if the Merger Transaction closes, our leverage ratio covenant increases to 5.5 to 1 for the quarter the Merger Transaction closes and the two following quarters. Thereafter, the covenant will decrease to 5.0 to 1. At June 30, 2023, we had no outstanding borrowings, our ratio of indebtedness to adjusted EBITDA was 2.8 to 1 and we were in compliance with all covenants under our $2.5 Billion Credit Agreement.

Viking Term Loan Agreement - In March 2023, Viking entered into a $60 million senior unsecured Term Loan Agreement, which was fully drawn as of June 30, 2023. The proceeds were used to repay intercompany debt with ONEOK and for general

corporate purposes. The Viking Term Loan Agreement matures in March 2026 and bears interest at Term SOFR plus an applicable margin. As of June 30, 2023, Viking is in compliance with all covenants under the Viking Term Loan Agreement.

Debt Repayments - In June 2023, we redeemed our $500 million, 7.5% senior notes due September 2023 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand.

In February 2023, we redeemed our $425 million, 5.0% senior notes due September 2023 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand.

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

G. 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 2023 and May 2023 were $0.955 per share. A common stock dividend of $0.955 per share was declared for shareholders of record at the close of business on August 1, 2023, payable August 14, 2023.

Our Series E Preferred Stock pays quarterly dividends on each share of Series E Preferred Stock, when 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 2023 and May 2023. Dividends totaling $0.3 million were declared for the Series E Preferred Stock and are payable August 14, 2023.

H. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table sets forth the balance in accumulated other comprehensive loss for the period indicated, net of tax:


	Risk- Management Assets/Liabilities		Retirement and Other Postretirement Benefit Plan Obligations (a)		Risk- Management Assets/Liabilities of Unconsolidated Affiliates		Accumulated Other Comprehensive Loss
	(Millions of dollars)
January 1, 2023	$	(58)	$	(55)	$	5	$	(108)
Other comprehensive income (loss) before reclassifications	74		—		(1)		73
Amounts reclassified to net income (b)	(37)		1		(4)		(40)
Other comprehensive income (loss)	37		1		(5)		33
June 30, 2023	$	(21)	$	(54)	$	—	$	(75)

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

(b) - See Note E for details of amounts reclassified to net income for risk-management assets/liabilities.

The following table sets forth information about the balance of accumulated other comprehensive loss at June 30, 2023, representing unrealized gains (losses) related to risk-management assets and liabilities, net of tax:


	Risk- Management Assets/Liabilities
	(Millions of dollars)
Commodity derivative instruments expected to be realized within the next 18 months (a)	$	60
Settled interest-rate swaps to be recognized over the life of the long-term, fixed-rate debt (b)	(91)
Interest-rate swaps and Treasury locks with future settlement dates expected to be amortized over the life of long-term debt	10
Accumulated other comprehensive loss at June 30, 2023	$	(21)

(a) - Based on commodity prices on June 30, 2023, we expect net gains of $60 million, net of tax, will be reclassified into earnings during the next 12 months. The remaining forecasted gains and losses have offsetting positions and are immaterial.

(b) - We expect net losses of $18 million, net of tax, will be reclassified into earnings during the next 12 months.

The remaining balance in accumulated other comprehensive loss relates 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.

I. EARNINGS PER SHARE

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


	Three Months Ended June 30, 2023
	Income		Shares	Per Share Amount
	(Millions, except per share amounts)
Basic EPS
Net income available for common stock	$	468	448.3	$	1.04
Diluted EPS
Effect of dilutive securities	—		0.7
Net income available for common stock and common stock equivalents	$	468	449.0	$	1.04


	Three Months Ended June 30, 2022
	Income		Shares	Per Share Amount
	(Millions, except per share amounts)
Basic EPS
Net income available for common stock	$	414	447.5	$	0.93
Diluted EPS
Effect of dilutive securities	—		0.7
Net income available for common stock and common stock equivalents	$	414	448.2	$	0.92


	Six Months Ended June 30, 2023
	Income		Shares	Per Share Amount
	(Millions, except per share amounts)
Basic EPS
Net income available for common stock	$	1,517	448.2	$	3.38
Diluted EPS
Effect of dilutive securities	—		0.8
Net income available for common stock and common stock equivalents	$	1,517	449.0	$	3.38


	Six Months Ended June 30, 2022
	Income		Shares	Per Share Amount
	(Millions, except per share amounts)
Basic EPS
Net income available for common stock	$	805	447.3	$	1.80
Diluted EPS
Effect of dilutive securities	—		1.0
Net income available for common stock and common stock equivalents	$	805	448.3	$	1.80

J. UNCONSOLIDATED AFFILIATES

Equity in Net Earnings from Investments - 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,
	2023		2022		2023		2022
	(Millions of dollars)
Northern Border	$	14	$	16	$	38	$	36
Overland Pass	13		8		22		13
Roadrunner	15		9		22		18

Other	1		3		1		5
Equity in net earnings from investments	$	43	$	36	$	83	$	72

We incurred expenses in transactions with unconsolidated affiliates of $27 million and $15 million for the three months ended June 30, 2023 and 2022, respectively, and $55 million and $30 million for the six months ended June 30, 2023 and 2022, respectively, related primarily to Overland Pass and Northern Border. 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. Reimbursements and payments from Roadrunner included in operating income in our Consolidated Statements of Income for all periods presented were not material. In June 2023, we made an equity contribution of $105 million to Roadrunner, which in combination with an equal contribution from our joint venture partner, was used to repay Roadrunner’s outstanding debt.

K. 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.

L. 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 contracts with tiered rates, which are not material. Our contract liabilities at the beginning and end of the period primarily represent deferred revenue on storage contracts and deferred revenue on contributions in aid of construction received from customers, which are not material.

Receivables from Customers and Revenue Disaggregation - Substantially all of the balances in accounts receivable on our Consolidated Balance Sheets at June 30, 2023, and December 31, 2022, relate to customer receivables. Revenue sources are disaggregated in Note M.

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, 2023, 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 to 22 years:


Expected Period of Recognition in Revenue	(Millions of dollars)
Remainder of 2023	$	226
2024	400
2025	296
2026	282
2027 and beyond	908
Total	$	2,112

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 value is not known and minimum volume agreements, which we consider to be fully constrained until invoiced.

M. 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 purity NGLs; and

• our Natural Gas Pipelines segment transports and stores natural gas.

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

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, 2023	Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
	(Millions of dollars)
NGL and condensate sales	$	550	$	3,120	$	—	$	3,670
Residue natural gas sales	219		—		—		219
Gathering, processing and exchange services revenue	35		133		—		168
Transportation and storage revenue	—		45		146		191
Other	5		2		—		7
Total revenues (c)	809		3,300		146		4,255

Cost of sales and fuel (exclusive of depreciation and operating costs)	(385)		(2,627)		(1)		(3,013)
Operating costs	(115)		(161)		(49)		(325)
Equity in net earnings from investments	1		13		29		43
Noncash compensation expense and other	4		5		1		10

Segment adjusted EBITDA	$	314	$	530	$	126	$	970

Depreciation and amortization	$	(67)	$	(85)	$	(16)	$	(168)


Capital expenditures	$	84	$	169	$	39	$	292

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $696 million, of which $640 million related to revenues within the segment, cost of sales and fuel of $203 million and operating costs of $93 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $103 million, cost of sales and fuel of $8 million and operating costs of $41 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 our Natural Gas Gathering and Processing segment totaled $521 million. Intersegment revenues for our Natural Gas Liquids and Natural Gas Pipelines segments were not material.


Three Months Ended June 30, 2023	Total Segments		Other and Eliminations		Total
	(Millions of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales	$	3,670	$	(521)	$	3,149
Residue natural gas sales	219		—		219
Gathering, processing and exchange services revenue	168		—		168
Transportation and storage revenue	191		(2)		189
Other	7		—		7
Total revenues (a)	$	4,255	$	(523)	$	3,732

Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(3,013)	$	531	$	(2,482)
Operating costs	$	(325)	$	(18)	$	(343)
Depreciation and amortization	$	(168)	$	(2)	$	(170)
Equity in net earnings from investments	$	43	$	—	$	43


Capital expenditures	$	292	$	13	$	305

(a) - Noncustomer revenue for the three months ended June 30, 2023, totaled $102 million related primarily to gains from derivatives on commodity contracts.


Three Months Ended June 30, 2022	Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
	(Millions of dollars)
NGL and condensate sales	$	1,039	$	5,010	$	—	$	6,049
Residue natural gas sales	660		—		1		661
Gathering, processing and exchange services revenue	37		140		—		177
Transportation and storage revenue	—		40		130		170
Other	4		3		1		8
Total revenues (c)	1,740		5,193		132		7,065

Cost of sales and fuel (exclusive of depreciation and operating costs)	(1,398)		(4,543)		(1)		(5,942)
Operating costs	(97)		(143)		(41)		(281)
Equity in net earnings from investments	1		9		26		36
Noncash compensation expense and other	6		1		—		7
Segment adjusted EBITDA	$	252	$	517	$	116	$	885

Depreciation and amortization	$	(65)	$	(75)	$	(16)	$	(156)


Capital expenditures	$	124	$	150	$	19	$	293

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $617 million, of which $568 million related to revenues within the segment, cost of sales and fuel of $152 million and operating costs of $82 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $101 million, cost of sales and fuel of $7 million and operating costs of $36 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 our Natural Gas Gathering and Processing segment totaled $1.1 billion. Intersegment revenues for our Natural Gas Liquids and Natural Gas Pipelines segments were not material.


Three Months Ended June 30, 2022	Total Segments		Other and Eliminations		Total
	(Millions of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales	$	6,049	$	(1,062)	$	4,987
Residue natural gas sales	661		—		661
Gathering, processing and exchange services revenue	177		—		177
Transportation and storage revenue	170		(2)		168
Other	8		(5)		3
Total revenues (a)	$	7,065	$	(1,069)	$	5,996

Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(5,942)	$	1,064	$	(4,878)
Operating costs	$	(281)	$	4	$	(277)
Depreciation and amortization	$	(156)	$	(2)	$	(158)
Equity in net earnings from investments	$	36	$	—	$	36


Capital expenditures	$	293	$	9	$	302

(a) - Noncustomer revenue for the three months ended June 30, 2022, totaled $(133) million related primarily to losses from derivatives on commodity contracts.


Six Months Ended June 30, 2023	Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
	(Millions of dollars)
NGL and condensate sales	$	1,194	$	6,671	$	—	$	7,865
Residue natural gas sales	787		—		25		812
Gathering, processing and exchange services revenue	73		264		—		337
Transportation and storage revenue	—		95		291		386
Other	13		5		1		19
Total revenues (c)	2,067		7,035		317		9,419

Cost of sales and fuel (exclusive of depreciation and operating costs)	(1,260)		(5,722)		(15)		(6,997)
Operating costs	(220)		(313)		(94)		(627)
Equity in net earnings from investments	1		22		60		83
Noncash compensation expense	8		13		3		24
Other	1		776		—		777
Segment adjusted EBITDA	$	597	$	1,811	$	271	$	2,679

Depreciation and amortization	$	(134)	$	(163)	$	(33)	$	(330)
Investments in unconsolidated affiliates	$	27	$	414	$	443	$	884
Total assets	$	6,854	$	14,346	$	2,384	$	23,584
Capital expenditures	$	182	$	306	$	85	$	573

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $1.3 billion, of which $1.2 billion related to revenues within the segment, cost of sales and fuel of $387 million and operating costs of $180 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $219 million, cost of sales and fuel of $23 million and operating costs of $79 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 our Natural Gas Gathering and Processing segment totaled $1.2 billion. Intersegment revenues for our Natural Gas Liquids and Natural Gas Pipelines segments were not material.


Six Months Ended June 30, 2023	Total Segments		Other and Eliminations		Total
	(Millions of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales	$	7,865	$	(1,155)	$	6,710
Residue natural gas sales	812		—		812
Gathering, processing and exchange services revenue	337		—		337
Transportation and storage revenue	386		(4)		382
Other	19		(7)		12
Total revenues (a)	$	9,419	$	(1,166)	$	8,253

Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(6,997)	$	1,168	$	(5,829)
Operating costs	$	(627)	$	(12)	$	(639)
Depreciation and amortization	$	(330)	$	(2)	$	(332)
Equity in net earnings from investments	$	83	$	—	$	83
Investments in unconsolidated affiliates	$	884	$	1	$	885
Total assets	$	23,584	$	454	$	24,038
Capital expenditures	$	573	$	21	$	594

(a) - Noncustomer revenue for the six months ended June 30, 2023, totaled $142 million related primarily to gains from derivatives on commodity contracts.


Six Months Ended June 30, 2022	Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
	(Millions of dollars)
NGL and condensate sales	$	2,043	$	9,559	$	—	$	11,602
Residue natural gas sales	1,211		—		27		1,238
Gathering, processing and exchange services revenue	68		276		—		344
Transportation and storage revenue	—		87		253		340
Other	10		5		1		16
Total revenues (c)	3,332		9,927		281		13,540

Cost of sales and fuel (exclusive of depreciation and operating costs)	(2,687)		(8,632)		(18)		(11,337)
Operating costs	(191)		(272)		(82)		(545)
Equity in net earnings from investments	3		14		55		72
Noncash compensation expense and other	10		8		4		22
Segment adjusted EBITDA	$	467	$	1,045	$	240	$	1,752

Depreciation and amortization	$	(128)	$	(150)	$	(31)	$	(309)
Investments in unconsolidated affiliates	$	28	$	415	$	358	$	801
Total assets	$	7,085	$	15,183	$	2,176	$	24,444
Capital expenditures	$	217	$	276	$	42	$	535

(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, cost of sales and fuel of $298 million and operating costs of $157 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $227 million, cost of sales and fuel of $28 million and operating costs of $71 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 our Natural Gas Gathering and Processing segment totaled $2.1 billion. Intersegment revenues for our Natural Gas Liquids and Natural Gas Pipelines segments were not material.


Six Months Ended June 30, 2022	Total Segments		Other and Eliminations		Total
	(Millions of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales	$	11,602	$	(2,090)	$	9,512
Residue natural gas sales	1,238		—		1,238
Gathering, processing and exchange services revenue	344		—		344
Transportation and storage revenue	340		(4)		336
Other	16		(5)		11
Total revenues (a)	$	13,540	$	(2,099)	$	11,441

Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(11,337)	$	2,093	$	(9,244)
Operating costs	$	(545)	$	4	$	(541)
Depreciation and amortization	$	(309)	$	(3)	$	(312)
Equity in net earnings from investments	$	72	$	—	$	72
Investments in unconsolidated affiliates	$	801	$	—	$	801
Total assets	$	24,444	$	83	$	24,527
Capital expenditures	$	535	$	24	$	559

(a) - Noncustomer revenue for the six months ended June 30, 2022, totaled $(307) million related primarily to losses from derivatives on commodity contracts.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
	(Millions of dollars)
Reconciliation of net income to total segment adjusted EBITDA
Net income	$	468	$	414	$	1,517	$	805
Add:
Interest expense, net of capitalized interest	180		171		346		343
Depreciation and amortization	170		158		332		312
Income taxes	145		131		475		253

Noncash compensation expense and other	8		12		18		37
Other corporate costs	(1)		(1)		(9)		2
Total segment adjusted EBITDA (a)	$	970	$	885	$	2,679	$	1,752

(a) - The six months ended June 30, 2023 includes $702 million related to the Medford incident, including a settlement gain of $779 million, offset partially by $77 million of third-party fractionation costs.

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 and Business Update - We experienced increased volumes in the second quarter 2023, compared with the second quarter 2022, due primarily to increased producer activity in the Rocky Mountain region and Permian Basin, highlighting our extensive and integrated assets that are located in, and connected to, some of the most productive shale basins in the United States. Although the energy industry has experienced many 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 2023. 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, and we have hedged approximately 70% of our forecasted equity volumes for the remainder of 2023. In addition, our Natural Gas Gathering and Processing and Natural Gas Liquids segments are exposed to volumetric risk as a result of drilling and completion activity, severe weather disruptions, operational outages, global crude oil, NGL and natural gas demand, changes in gas-to-oil ratios and normal volumetric well declines. 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.

Merger Transaction - On May 14, 2023, we announced an agreement to acquire all of the outstanding common units of Magellan in a cash-and-stock transaction. Magellan primarily transports, stores and distributes refined petroleum products and crude oil. Pursuant to the Merger Agreement, each common unit of Magellan will be exchanged for a fixed ratio of 0.667 shares of ONEOK common stock and $25.00 of cash, in a taxable transaction to Magellan unitholders. ONEOK, ONEOK Partners and the Intermediate Partnership expect to issue guarantees of Magellan’s debt, which we expect to remain outstanding. For the three and six months ended June 30, 2023, we incurred $18 million of Merger Transaction related costs, of which $9 million relates to bridge facility commitment fees included in interest expense, and $9 million is included in operations and maintenance in our Consolidated Statement of Income.

Our Board of Directors and the Board of Directors of the general partner of Magellan both unanimously approved the Merger Agreement. The Merger Transaction is expected to close during the third quarter of 2023, subject to the approval of both ONEOK shareholders and Magellan unitholders and other customary closing conditions. In June 2023, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired, which satisfies one of the conditions to the closing of the Merger Transaction. See Part 2, Item 1A “Risk Factors” for further discussion of risks related to the Merger Transaction.

For additional information on the Merger Transaction, see Note B of the Notes to Consolidated Financial Statements in this Quarterly Report.

Medford Incident - On July 9, 2022, a fire occurred at our 210 MBbl/d Medford, Oklahoma, natural gas liquids fractionation facility. On January 9, 2023, we reached an agreement with our insurers to settle all claims for physical damage and business interruption related to the Medford incident. Under the terms of the settlement agreement, we agreed to resolve the claims for total insurance payments of $930 million, $100 million of which was received in 2022. The remaining $830 million was received in the first quarter 2023, resulting in a one-time settlement gain of $779 million. The proceeds serve as settlement for property damage, business interruption claims to the date of settlement and as payment in lieu of future business interruption insurance claims.

In the first half of 2023, the Medford incident resulted in an increase in operating income and adjusted EBITDA of $702 million, compared with the same period in the prior year, due to the settlement gain of $779 million, which was offset partially by $77 million of third-party fractionation costs. We expect our cash from operations in the remainder of 2023 and in 2024 to be impacted by incurred costs resulting from the Medford incident for which we no longer receive business interruption proceeds.

Due to market demand and a more favorable completion schedule, we announced plans to construct a new 125 MBbl/d MB-6 NGL fractionator in Mont Belvieu, Texas, instead of rebuilding our Medford NGL fractionator at this time. The MB-6 fractionator will produce purity ethane instead of the ethane/propane mix previously produced at the Medford facility. The 125 MBbl/d capacity of the MB-6 fractionator is expected to be economically comparable to the capacity lost at Medford. In addition, our 125 MBbl/d MB-5 NGL fractionator was completed in April 2023, which has reduced the need for third-party fractionation while the new MB-6 fractionator is being constructed.

Sustainability and Social Responsibility - Through our participation in the 2022 S&P Global Corporate Sustainability Assessment, we qualified for inclusion in the S&P Global Sustainability Yearbook for the third consecutive year, ranking in the top 10% of the Oil and Gas Storage and Transportation industry and being recognized as an Industry Mover. We continue to look for ways to reduce our GHG emissions and utilize more efficient technologies. We are evaluating the development of renewable energy and low-carbon projects, including opportunities that may complement our midstream assets and expertise.

Natural Gas - In our Natural Gas Gathering and Processing segment, processed volumes increased in the second quarter 2023, compared with the second quarter 2022, due primarily to increased producer activity in the Rocky Mountain and Mid-Continent regions.

In our Natural Gas Pipelines segment, as a result of recently completed expansion projects, we fully subscribed an additional 4 Bcf of our existing storage capacity in Oklahoma through 2027, with 90% subscribed through 2029. In addition, we are nearing completion of the electrification of certain compression assets on Viking to improve the reliability of our operations while lowering our Scope 1 emissions from this equipment. Viking is seeking to recover its investment in the project through a proposed increase in rates filed in July 2023.

NGLs - In our Natural Gas Liquids segment, we benefited from increased volumes in the second quarter 2023, compared with the second quarter 2022, due primarily to increased production in the Permian Basin and Rocky Mountain region.

Ethane Economics - Price differentials between ethane and natural gas can cause natural gas processors to recover ethane or leave it in the natural gas stream, known as ethane rejection. As a result of these ethane economics, ethane volumes on our system can fluctuate. Ethane volumes under long-term contracts delivered to our NGL system increased approximately 10 MBbl/d to an average of 490 MBbl/d in the second quarter 2023, compared with an average of 480 MBbl/d in the second quarter 2022, due primarily to changes in ethane extraction economics. We estimate that there are approximately 250 MBbl/d of discretionary ethane, consisting of approximately 150 MBbl/d in the Rocky Mountain region and approximately 100 MBbl/d in the Mid-Continent region, that could be recovered and transported on our system.

Capital Projects - We operate an integrated, reliable and diversified network of NGL and natural gas gathering, processing, fractionation, transportation and storage assets connecting supply in the Rocky Mountain, Mid-Continent and Permian regions with key market centers. Our primary capital projects are outlined in the table below:


Project	Scope	Approximate Cost (a)	Completion
Natural Gas Gathering and Processing		(In millions)


Demicks Lake III plant	200 MMcf/d processing plant in the core of the Williston Basin	$188	Completed




Natural Gas Liquids


MB-5 fractionator	125 MBbl/d NGL fractionator in Mont Belvieu, Texas	$750	Completed
MB-6 fractionator	125 MBbl/d NGL fractionator in Mont Belvieu, Texas	$550	First Quarter 2025
Natural Gas Pipelines
Viking compression	Upgrade reliability of certain compressor assets	$95	Third Quarter 2023

(a) - Excludes capitalized interest/AFUDC.

Debt Repayments - In June 2023, we redeemed our $500 million, 7.5% senior notes due September 2023 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand.

In February 2023, we redeemed our $425 million, 5.0% senior notes due September 2023 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand.

Dividends - In February and May 2023, we paid a quarterly common stock dividend of $0.955 per share ($3.82 per share on an annualized basis), an increase of 2% compared with the same quarters in the prior year. Our dividend growth is due primarily to the increase in cash flows resulting from the growth of our operations. We declared a quarterly common stock dividend of $0.955 per share ($3.82 per share on an annualized basis) in July 2023. The quarterly common stock dividend will be paid August 14, 2023, to shareholders of record at the close of business on August 1, 2023.

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; (3) diluted EPS; and (4) adjusted 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 is a non-GAAP 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. We believe this non-GAAP financial measure is useful to investors because it and similar measures are used by many companies in our industry as a measurement of financial performance and 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 should not be considered an alternative to net income, EPS or any other measure of financial performance presented in accordance with GAAP. Additionally, this calculation may not be comparable with similarly titled measures of other companies.

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
	June 30,				June 30,				2023 vs. 2022	2023 vs. 2022
Financial Results	2023		2022		2023		2022		$ Increase (Decrease)	$ Increase (Decrease)
	(Millions of dollars, except per share amounts)
Revenues
Commodity sales	$	3,371	$	5,651	$	7,527	$	10,756	(2,280)	(3,229)
Services	361		345		726		685		16	41
Total revenues	3,732		5,996		8,253		11,441		(2,264)	(3,188)
Cost of sales and fuel (exclusive of items shown separately below)	2,482		4,878		5,829		9,244		(2,396)	(3,415)
Operating costs	343		277		639		541		66	98
Depreciation and amortization	170		158		332		312		12	20

Other operating (income) expense, net	—		(6)		(781)		(7)		(6)	774
Operating income	$	737	$	689	$	2,234	$	1,351	48	883
Equity in net earnings from investments	$	43	$	36	$	83	$	72	7	11

Interest expense, net of capitalized interest	$	(180)	$	(171)	$	(346)	$	(343)	9	3
Net income	$	468	$	414	$	1,517	$	805	54	712
Diluted EPS	$	1.04	$	0.92	$	3.38	$	1.80	0.12	1.58
Adjusted EBITDA	$	971	$	886	$	2,688	$	1,750	85	938
Capital expenditures	$	305	$	302	$	594	$	559	3	35

See reconciliation of net income 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 in our Consolidated Statements of Income and, therefore, the impact is largely offset between these line items.

Operating income increased $48 million for the three months ended June 30, 2023, compared with the same period in 2022, primarily as a result of the following:

•Natural Gas Liquids - an increase of $64 million in exchange services due primarily to higher volumes in the Rocky Mountain region and Permian Basin, offset partially by $31 million of third-party fractionation costs resulting from the Medford incident and $15 million in lower optimization and marketing earnings;

•Natural Gas Gathering and Processing - an increase of $66 million from higher volumes in the Rocky Mountain and Mid-Continent regions; and

•Natural Gas Pipelines - an increase of $16 million in transportation and storage services due primarily to higher firm and interruptible transportation volumes and higher storage park and loan activity; offset by

•Consolidated Operating Costs - an increase of $66 million due primarily to higher employee-related costs, outside services, property insurance and costs related to the Merger Transaction.

Operating income increased $883 million for the six months ended June 30, 2023, compared with the same period in 2022, primarily as a result of the following:

•Natural Gas Liquids - an increase of $702 million related to the Medford incident, due to the settlement gain of $779 million, offset partially by $77 million of third-party fractionation costs, and an increase of $93 million in exchange services due primarily to higher volumes in the Rocky Mountain region and Permian Basin;

•Natural Gas Gathering and Processing - an increase of $97 million from higher volumes in the Rocky Mountain and Mid-Continent regions and an increase of $65 million due primarily to higher average fee rates; and

•Natural Gas Pipelines - an increase of $38 million in transportation and storage services due primarily to higher storage rates, higher firm and interruptible transportation volumes and higher storage park and loan activity; offset by

•Consolidated Operating Costs - an increase of $98 million due primarily to higher employee-related costs, outside services, property insurance and costs related to the Merger Transaction.

Net income and diluted EPS increased for the three and six months ended June 30, 2023, compared with the same periods in 2022, due primarily to the items discussed above, benefits related to the mark-to-market of investments associated with certain

benefit plan investments, higher interest income due to both higher cash balances and higher interest rates and higher equity in net earnings from investments. These increases were offset partially by Merger Transaction costs included in interest expense related to bridge facility commitment fees.

Capital expenditures increased for the three and six months ended June 30, 2023, compared with the same periods in 2022, due primarily to our growth projects.

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

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. Most raw natural gas produced at the wellhead also contains a mixture of NGL components, including ethane, propane, iso-butane, normal butane and natural gasoline. 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.

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 2023 and into 2024. 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.

Capital Projects - Our Natural Gas Gathering and Processing segment has invested in growth projects in NGL-rich areas in the Williston Basin. See “Capital Projects” in the “Recent Developments” section for more information on our capital 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
	June 30,				June 30,				2023 vs. 2022	2023 vs. 2022
Financial Results	2023		2022		2023		2022		$ Increase (Decrease)	$ Increase (Decrease)
	(Millions of dollars)
NGL and condensate sales	$	550	$	1,039	$	1,194	$	2,043	(489)	(849)

Residue natural gas sales	219		660		787		1,211		(441)	(424)
Gathering, compression, dehydration and processing fees and other revenue	40		41		86		78		(1)	8
Cost of sales and fuel (exclusive of depreciation and operating costs)	(385)		(1,398)		(1,260)		(2,687)		(1,013)	(1,427)
Operating costs, excluding noncash compensation adjustments	(111)		(95)		(212)		(184)		16	28
Equity in net earnings from investments	1		1		1		3		—	(2)
Other	—		4		1		3		(4)	(2)
Adjusted EBITDA	$	314	$	252	$	597	$	467	62	130

Capital expenditures	$	84	$	124	$	182	$	217	(40)	(35)

See reconciliation of net income 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 $62 million for the three months ended June 30, 2023, compared with the same period in 2022, primarily as a result of the following:

•an increase of $66 million from higher volumes due primarily to increased producer activity in the Rocky Mountain and Mid-Continent regions and the impact of severe weather in the Rocky Mountain region in the second quarter 2022; and

•an increase of $16 million due primarily to higher average fee rates, offset partially by lower realized NGL prices, net of hedging; offset by

•an increase of $16 million in operating costs due primarily to higher materials and supplies expense due primarily to the growth of our operations and higher employee-related costs.

Adjusted EBITDA increased $130 million for the six months ended June 30, 2023, compared with the same period in 2022, primarily as a result of the following:

•an increase of $97 million from higher volumes due primarily to increased producer activity in the Rocky Mountain and Mid-Continent regions, and the impact of severe weather in the Rocky Mountain region in the second quarter 2022; and

•an increase of $65 million due primarily to higher average fee rates, offset partially by lower realized NGL prices, net of hedging; offset by

•an increase of $28 million in operating costs due primarily to higher employee-related costs and materials and supplies expense due primarily to the growth of our operations.

Capital expenditures decreased for the three and six months ended June 30, 2023, compared with the same periods in 2022, due primarily to our Demicks Lake III project completed in the first quarter 2023.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
Operating Information (a)	2023		2022		2023		2022
Natural gas processed (BBtu/d) (b)	2,922		2,506		2,858		2,511
Average fee rate ($/MMBtu)	$	1.20	$	1.05	$	1.17	$	1.04

(a) - Includes volumes for consolidated entities only.

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

Our natural gas processed volumes increased for the three and six months ended June 30, 2023, compared with the same periods in 2022, due primarily to increased producer activity in the Rocky Mountain and Mid-Continent regions, and the impact of severe weather in the Rocky Mountain region in the second quarter 2022.

Our average fee rate increased for the three and six months ended June 30, 2023, compared with the same periods in 2022, due primarily to inflation-based escalators in our contracts, and for certain fee with POP contracts, our contractual fees increased due to production volumes, delivery pressures or commodity prices relative to specified contractual thresholds.

Natural Gas Liquids

Overview - Our Natural Gas Liquids segment owns and operates facilities that gather, fractionate, treat and distribute NGLs and store purity NGLs, 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, Nebraska, Iowa and Illinois. We have a 50% ownership interest in Overland Pass, 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, 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.

Capital Projects - Our Natural Gas Liquids segment invests in growth 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 demand for purity NGLs from the petrochemical and refining industries and NGL exports in the Gulf Coast. We proactively monitor lead times on materials and equipment used in constructing capital projects, and we enter into supply agreements for long-lead items for potential projects to plan for future growth. See “Capital Projects” in the “Recent Developments” section for more information on our capital projects.

In the six months ended June 30, 2023, we connected one third-party natural gas processing plant in the Permian Basin and one affiliate natural gas processing plant in the Rocky Mountain region.

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 Liquids segment for the periods indicated:


	Three Months Ended				Six Months Ended				Three Months	Six Months
	June 30,				June 30,				2023 vs. 2022	2023 vs. 2022
Financial Results	2023		2022		2023		2022		$ Increase (Decrease)	$ Increase (Decrease)
	(Millions of dollars)
NGL and condensate sales	$	3,120	$	5,010	$	6,671	$	9,559	(1,890)	(2,888)
Exchange service and other revenues	135		143		269		281		(8)	(12)
Transportation and storage revenues	45		40		95		87		5	8
Cost of sales and fuel (exclusive of depreciation and operating costs)	(2,627)		(4,543)		(5,722)		(8,632)		(1,916)	(2,910)
Operating costs, excluding noncash compensation adjustments	(154)		(139)		(300)		(260)		15	40
Equity in net earnings from investments	13		9		22		14		4	8
Other	(2)		(3)		776		(4)		1	780
Adjusted EBITDA	$	530	$	517	$	1,811	$	1,045	13	766

Capital expenditures	$	169	$	150	$	306	$	276	19	30

See reconciliation of net income 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 $13 million for the three months ended June 30, 2023, compared with the same period in 2022, primarily as a result of the following:

•an increase of $64 million in exchange services due primarily to higher volumes in the Rocky Mountain region and Permian Basin; offset by

•an increase of $31 million in third-party fractionation costs resulting from the Medford incident, which partially offsets the settlement gain recognized in the first quarter 2023;

•a decrease of $15 million in optimization and marketing due primarily to lower earnings on sales of purity NGLs held in inventory. We expect an earnings benefit of approximately $13 million on the forward sales of inventory over the next two quarters; and

•an increase of $15 million in operating costs due primarily to higher employee-related costs due to the growth of our operations and higher property insurance premiums.

Adjusted EBITDA increased $766 million for the six months ended June 30, 2023, compared with the same period in 2022, primarily as a result of the following:

•an increase of $702 million related to the Medford incident, due to the settlement gain of $779 million offset partially by $77 million of third-party fractionation costs,

•an increase of $93 million in exchange services due primarily to:

◦an increase of $113 million from higher volumes primarily in the Rocky Mountain region and Permian Basin,

◦an increase of $40 million from lower costs, primarily fuel and power costs, offset partially by

◦a decrease of $32 million related to narrower commodity price differentials and lower related volumes, and

◦a decrease of $14 million related to lower earnings on unfractionated NGLs held in inventory; offset by

•an increase of $40 million in operating costs due primarily to higher employee-related costs and higher outside services costs due to the growth of our operations and higher property insurance premiums.

Capital expenditures increased for the three and six months ended June 30, 2023, compared with the same periods in 2022, due primarily to growth projects.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
Operating Information	2023		2022		2023		2022
Raw feed throughput (MBbl/d) (a)	1,399		1,266		1,328		1,239


Average Conway-to-Mont Belvieu OPIS price differential - ethane in ethane/propane mix ($/gallon)	$	0.03	$	0.06	$	0.03	$	0.04

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

We generally expect ethane volumes to increase or decrease with corresponding increases or decreases in overall NGL production. However, ethane volumes may experience growth or decline greater than corresponding growth or decline in overall NGL production due to ethane economics causing producers to recover or reject ethane.

Volumes increased for the three and six months ended June 30, 2023, compared with the same periods in 2022, due primarily to increased production in the Permian Basin and Rocky Mountain region, offset partially by lower ethane volumes in the Mid-Continent region and Rocky Mountain region.

Natural Gas Pipelines

Overview - 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, which enable us to provide essential natural gas transportation and storage services. Continued demand from local distribution companies, electric-generation facilities and large industrial companies supported low-cost expansions that position us well to provide additional services to our customers when needed.

Capital Projects - Our Natural Gas Pipelines segment invests in growth projects that provide transportation and storage services to end users. In December 2022, our Saguaro Connector Pipeline LLC subsidiary filed a Presidential Permit application with the FERC to construct and operate new international border-crossing facilities at the U.S. and Mexico border. The proposed border facilities would connect upstream with a potential intrastate pipeline, the Saguaro Connector Pipeline, which would be owned and operated by ONEOK. Additionally, the proposed border facilities would connect at the international boundary with a new pipeline under development in Mexico for delivery to a liquefied natural gas export facility on the west coast of Mexico. The final investment decision on the pipeline is expected later in 2023.

See “Capital Projects” in the “Recent Developments” section for more information on our capital 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 Pipelines segment for the periods indicated:


	Three Months Ended				Six Months Ended				Three Months	Six Months
	June 30,				June 30,				2023 vs. 2022	2023 vs. 2022
Financial Results	2023		2022		2023		2022		$ Increase (Decrease)	$ Increase (Decrease)
	(Millions of dollars)
Transportation revenues	$	102	$	99	$	209	$	201	3	8
Storage revenues	44		31		82		52		13	30
Residue natural gas sales and other revenues	—		2		26		28		(2)	(2)
Cost of sales and fuel (exclusive of depreciation and operating costs)	(1)		(1)		(15)		(18)		—	(3)
Operating costs, excluding noncash compensation adjustments	(48)		(40)		(91)		(79)		8	12
Equity in net earnings from investments	29		26		60		55		3	5
Other	—		(1)		—		1		1	(1)
Adjusted EBITDA	$	126	$	116	$	271	$	240	10	31
Capital expenditures	$	39	$	19	$	85	$	42	20	43

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

Adjusted EBITDA increased $10 million for the three months ended June 30, 2023, compared with the same period in 2022, primarily as a result of the following:

•an increase of $16 million in transportation and storage services due primarily to higher firm and interruptible transportation volumes and higher storage park and loan activity; offset by

•an increase of $8 million in operating costs due primarily to higher outside services and employee-related costs due to timing of maintenance activities and the growth of our operations.

Adjusted EBITDA increased $31 million for the six months ended June 30, 2023, compared with the same period in 2022, primarily as a result of the following:

•an increase of $38 million in transportation and storage services due primarily to higher storage rates on renegotiated contracts, higher firm and interruptible transportation volumes and higher storage park and loan activity; offset by

•an increase of $12 million in operating costs due primarily to higher employee-related costs and outside services due to timing of maintenance activities and the growth of our operations.

Capital expenditures increased for the three and six months ended June 30, 2023, compared with the same periods in 2022, due primarily to growth projects, including the Viking compression project.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
Operating Information (a)	2023		2022		2023		2022
Natural gas transportation capacity contracted (MDth/d)	7,656		7,257		7,675		7,392
Transportation capacity contracted	95	%	92	%	95	%	94	%

(a) - Includes volumes for consolidated entities only.

In April 2022, the FERC initiated a review of Guardian’s rates pursuant to Section 5 of the Natural Gas Act. In August 2022, Guardian reached a settlement in principle with the participants in the Section 5 rate case. The FERC approved the settlement in February 2023, which resulted in a reduction of rates starting in April 2023. The reduced rates did not have a material impact on our results of operations.

In July 2023, our subsidiary, Viking, filed a proposed increase in rates pursuant to Section 4 of the Natural Gas Act with the FERC. The FERC is currently reviewing the filing. While the ultimate outcome of the filing cannot be predicted, we do not expect it to materially impact our results of operations.

Non-GAAP Financial Measures

The following table sets forth a reconciliation of net income, the nearest comparable GAAP financial performance measure, to adjusted EBITDA for the periods indicated:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Unaudited)	2023		2022		2023		2022
Reconciliation of net income to adjusted EBITDA	(Millions of dollars)
Net income	$	468	$	414	$	1,517	$	805
Add:
Interest expense, net of capitalized interest	180		171		346		343
Depreciation and amortization	170		158		332		312
Income taxes	145		131		475		253

Noncash compensation expense and other	8		12		18		37

Adjusted EBITDA (a)(b)	$	971	$	886	$	2,688	$	1,750
Reconciliation of segment adjusted EBITDA to adjusted EBITDA
Segment adjusted EBITDA:
Natural Gas Gathering and Processing	$	314	$	252	$	597	$	467
Natural Gas Liquids (a)	530		517		1,811		1,045
Natural Gas Pipelines	126		116		271		240
Other (b)	1		1		9		(2)
Adjusted EBITDA (a)(b)	$	971	$	886	$	2,688	$	1,750

(b) - Includes costs related to the Merger Transaction of $9 million for the three and six months ended June 30, 2023.

CONTINGENCIES

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

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.

On January 9, 2023, we reached an agreement with our insurers to settle all claims for physical damage and business interruption related to the Medford incident. Under the terms of the settlement agreement, we agreed to resolve the claims for total insurance payments of $930 million, $100 million of which was received in 2022. The remaining $830 million was received in the first quarter 2023. The proceeds serve as settlement for property damage, business interruption claims to the date of settlement and as payment in lieu of future business interruption insurance claims. We expect our cash from operations in the remainder of 2023 and in 2024 to be impacted by incurred costs resulting from the Medford incident for which we no longer receive business interruption proceeds.

We expect our sources of cash inflows to provide sufficient resources to finance our operations, quarterly cash dividends, capital expenditures, maturities of long-term debt and contributions to unconsolidated affiliates. We believe we have sufficient liquidity due to our $2.5 Billion Credit Agreement, which expires in June 2027, and access to $1 billion available through our “at-the-market” equity program. As of the date of this report, no shares have been sold through our “at-the-market” equity program.

Cash Management - At June 30, 2023, we had $106 million of cash and cash equivalents. Our cash balance is composed primarily of highly liquid government and Treasury money market funds and deposits fully insured by the Federal Deposit Insurance Corporation.

We use a centralized cash management program that concentrates the cash assets of our 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.

Guarantees - ONEOK 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. 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, please see Note F of the Notes to Consolidated Financial Statements in this Quarterly Report.

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, 2023, we had no borrowings under our $2.5 Billion Credit Agreement and we are in compliance with all covenants.

As of June 30, 2023, we had a working capital surplus of $346 million (defined as current assets less current liabilities). Generally, our 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. We may have working capital deficits in future periods as we continue to repay long-term debt. We do not expect a working capital deficit of this nature to have a material adverse impact to our cash flows or operations.

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

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 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.

Viking Term Loan Agreement - In March 2023, Viking entered into a $60 million senior unsecured Term Loan Agreement which was fully drawn as of June 30, 2023. The proceeds were used to repay intercompany debt with ONEOK and for general corporate purposes.

Debt Repayments - In June 2023, we redeemed our $500 million, 7.5% senior notes due September 2023 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand.

In June 2023, we made an equity contribution of $105 million to Roadrunner, which, in combination with an equal contribution from our joint venture partner, was used to repay Roadrunner’s outstanding debt.

In February 2023, we redeemed our $425 million, 5.0% senior notes due September 2023 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand.

Bridge Facility Commitment- We intend to finance the cash portion of the Merger Transaction consideration with debt. In May 2023, we entered into a commitment letter for an unsecured 364-day bridge loan facility in an aggregate principal amount of $5.25 billion, which is subject to a number of customary conditions. Prior to the close of the Merger Transaction, we expect to issue senior unsecured notes and terminate the commitment letter undrawn.

For additional information on our long-term debt, see Note F 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 or environmental efficiencies as 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. We proactively monitor lead times on materials and equipment used in constructing capital projects, and we enter into supply agreements for long-lead items for potential projects to plan for future growth. Our capital expenditures are financed typically through operating cash flows and short- and long-term debt.

Capital expenditures, excluding AFUDC, were $594 million and $559 million for the six months ended June 30, 2023 and 2022, respectively.

We expect total capital expenditures, excluding AFUDC and capitalized interest, of $1.475-$1.675 billion in 2023. This range excludes the impact of the pending Merger Transaction.

Credit Ratings - Our long-term debt credit ratings as of July 31, 2023, are shown in the table below:


Rating Agency	Long-Term Rating	Short-Term Rating	Outlook
Moody’s	Baa2	Prime-2	Stable
S&P	BBB	A-2	Stable
Fitch	BBB	F2	Stable

Our credit ratings, which are investment grade, may be affected by our leverage, liquidity, credit profile or potential transactions. In April 2023, Moody’s upgraded our long-term rating to Baa2 from Baa3, our short-term rating to Prime-2 from Prime-3 and changed the outlook to stable from positive. 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 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 and May 2023, we paid a common stock dividend of $0.955 per share ($3.82 per share on an annualized basis), an increase of 2% compared with the same quarters in the prior year. A common stock dividend of $0.955 per share was declared in July 2023 for the shareholders of record at the close of business on August 1, 2023, payable August 14, 2023.

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 and May 2023. Dividends totaling $0.3 million were declared in July 2023 for the Series E Preferred Stock and are payable August 14, 2023.

For the six months ended June 30, 2023, our cash flows from operations exceeded dividends paid by $1.1 billion, due in part to the insurance proceeds received from the Medford settlement in the first quarter. 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 other sources of short- and long-term liquidity to fund a portion of our dividends.

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, deferred income taxes, impairment charges, allowance for equity funds used during construction, gain or loss on sale of assets, 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
	Six Months Ended				2023 vs. 2022
	June 30,				$ Increase (Decrease) in Cash
	2023		2022
	(Millions of dollars)
Total cash provided by (used in):
Operating activities	$	1,993	$	1,250	$	743
Investing activities	(353)		(543)		190
Financing activities	(1,754)		(717)		(1,037)
Change in cash and cash equivalents	(114)		(10)		(104)
Cash and cash equivalents at beginning of period	220		146		74
Cash and cash equivalents at end of period	$	106	$	136	$	(30)

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, 2023, increased $647 million compared with the same period in 2022, due primarily to insurance proceeds received from the Medford settlement, and higher operating income resulting from higher exchange services in our Natural Gas Liquids segment, higher volumes from increased production and higher average fee rates in our Natural Gas Gathering and Processing segment and higher transportation and storage services in our Natural Gas Pipelines segment, as discussed in “Financial Results and Operating Information.”

The changes in operating assets and liabilities decreased operating cash flows $44 million for the six months ended June 30, 2023, compared with a decrease of $140 million for the same period in 2022. This change is due primarily to changes in accounts receivable resulting from the timing of receipt of cash from counterparties and NGLs and natural gas in inventory, both of which vary from period to period and with changes in commodity prices, and changes in risk management assets and liabilities; offset partially by changes in accounts payable, which also vary from period to period with changes in commodity prices, and from the timing of payments to vendors, suppliers and other third parties.

Investing Cash Flows - Cash used in investing activities for the six months ended June 30, 2023, decreased $190 million, compared with the same period in 2022, due primarily to insurance proceeds received from the Medford settlement, offset partially by an equity contribution to Roadrunner which was used to repay Roadrunner’s outstanding debt.

Financing Cash Flows - Cash used in financing activities for the six months ended June 30, 2023, increased $1.0 billion, compared with the same period in 2022, due primarily to the repayment of long-term debt.

REGULATORY, ENVIRONMENTAL AND SAFETY MATTERS

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 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 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 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 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,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “target,” “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 impact of inflationary pressures, including increased interest rates, which may increase our capital expenditures and operating costs, raise the cost of capital or depress economic growth;

•the impact on drilling and production by factors beyond our control, including the demand for natural gas, NGLs 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;

•risks related to the Merger Transaction, including restrictions on our operations during the pendency of the Merger Transaction, litigation risk, the risk that the Merger Agreement may be terminated and the risk that we may not realize the anticipated benefits of the Merger Transaction or successfully integrate the two companies;

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

•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 transformation to, various renewable and alternative energy opportunities, including through the positioning and optimization of our assets;

•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 and the effects of climate change (including physical and transformation-related effects) on our operations, demand for our services and commodity prices;

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

•the inability of insurance proceeds to cover all liabilities or incurred costs and losses, or lost earnings, resulting from a loss;

•delays in receiving insurance proceeds from covered losses;

•the risk of increased costs for insurance premiums, or less favorable coverage;

•increased costs as a consequence of terrorist attacks, including security related measures;

•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 commodity prices or the financial condition of our counterparties;

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

•the 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 (Coronavirus disease 2019, including variants thereof) 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;

•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 cause adverse consequences, including making us vulnerable to general adverse economic and industry conditions, limiting our ability to borrow additional funds and placing us at competitive disadvantages compared with our competitors that have less debt;

•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, fractionation, transportation and storage 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;

•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;

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

•the length, severity and reemergence of a pandemic or other health crisis, such as the COVID-19 pandemic and the measures taken 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 of business for an extended period and increase the cost of operating our business.

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

There have been no material changes in market risk exposures that would affect the quantitative and qualitative disclosures presented as of December 31, 2022, in Part II, Item 7A in our Annual Report, except as discussed below.

COMMODITY PRICE RISK

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, 2023
	Volumes Hedged	Average Price			Percentage Hedged
NGLs - excluding ethane (MBbl/d) - Conway/Mont Belvieu	9.4	$	1.28	/ gallon	69%
Condensate (MBbl/d) - WTI-NYMEX	1.5	$	85.90	/ Bbl	69%
Natural gas (BBtu/d) - NYMEX and basis	82.0	$	3.30	/ MMBtu	73%


	Year Ending December 31, 2024
	Volumes Hedged	Average Price			Percentage Hedged
NGLs - excluding ethane (MBbl/d) - Conway/Mont Belvieu	3.0	$	0.78	/ gallon	23%
Condensate (MBbl/d) - WTI-NYMEX	0.4	$	73.61	/ Bbl	17%
Natural gas (BBtu/d) - NYMEX and basis	36.1	$	5.10	/ MMBtu	31%

INTEREST-RATE RISK

In the second quarter 2023, we entered into $1.1 billion of Treasury locks to hedge the variability of interest payments on a portion of our forecasted debt issuances, resulting in a total of $1.1 billion of Treasury locks outstanding as of June 30, 2023. All of our Treasury locks are designated as cash flow hedges.

At June 30, 2023 and December 31, 2022, we had forward-starting interest-rate swaps with notional amounts totaling $0.4 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.

We utilize a sensitivity analysis model to assess the risk associated with our derivative portfolio. The following sensitivity analysis measures the potential change in fair value of our interest-rate derivative instruments based upon a hypothetical 10% movement in the underlying interest rates as of the dates indicated:


	June 30, 2023		December 31, 2022
	(Millions of dollars)
Interest-rate derivative instruments	$	53.2	$	13.0

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

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, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

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

ITEM 1A.RISK FACTORS

The entry into the Merger Agreement, and the failure to successfully combine the businesses of ONEOK and Magellan, may adversely affect our future results.

Our entry into the Merger Agreement represents several risks. Among other obligations, the Merger Agreement subjects us to restrictions on our business activities prior to the closing of the Merger Transaction. These restrictions could prevent us from pursuing certain business opportunities that arise prior to the closing and are outside the ordinary course of business.

The Merger Transaction is subject to the satisfaction of a number of other conditions beyond the parties’ control that may prevent, delay or otherwise materially adversely affect the completion of the Merger Transaction. These conditions include, among other things, Magellan unitholder approval of the Merger Agreement and ONEOK shareholder approval of the issuance of ONEOK common stock in connection with the Merger Transaction. We cannot predict with certainty whether and when any of these conditions will be satisfied. Any delay in completing the Merger Transaction could cause the combined company not to realize, or delay the realization, of some or all of the benefits that we expect to achieve from the Merger Transaction. Additionally, if the Merger Transaction is not completed, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Merger Transaction, we may experience certain negative effects, including that we may experience negative reaction from the financial markets and business partners and that we may still be required to pay significant costs relating to the Merger Transaction, such as accounting, legal and other advisory and printing costs.

The success of the Merger Transaction will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of ONEOK and Magellan. To realize these anticipated benefits, ONEOK’s and Magellan’s businesses must be successfully combined. If the combined company is not able to achieve these objectives, the anticipated benefits of the Merger Transaction may not be realized fully or at all or may take longer to realize than expected. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the Merger Transaction, and such integration may not be successful or may take longer than anticipated. ONEOK and Magellan, including their respective subsidiaries, have operated and, until the completion of the Merger Transaction, will continue to operate independently. It is possible that the integration process could result in the loss of key employees, as well as the disruption of our ongoing businesses or inconsistencies in our standards, controls, procedures and policies. Any or all of those occurrences could affect adversely the combined company’s ability to maintain relationships with customers and employees after the Merger Transaction or to achieve the anticipated benefits of the Merger Transaction. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on us.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Lawsuits that may be brought against us or our directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Merger Transaction. Additionally, the defense or settlement of any lawsuits or claim against us or Magellan that remains unresolved at the time the Merger Transaction is completed may be assumed by us and could affect adversely the combined company’s business, results of operations, financial condition or cash flows.

Upon termination of the Merger Agreement under certain circumstances, we may be required to reimburse Magellan’s expenses up to $75 million or pay Magellan a termination fee equal to $450 million, less any expenses previously paid.

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 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

2.1*			Agreement and Plan of Merger, dated as of May 14, 2023, by and among ONEOK, Inc., Otter Merger Sub, LLC and Magellan Midstream Partners, L.P. (incorporated by reference from Exhibit 2.1 to ONEOK, Inc.’s Current Report on Form 8-K, filed May 15, 2023 (File No. 1-13643)).

3.1			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)).

3.2			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, February 24, 2023 (File No. 1-13643)).





10.1			First Amendment to Amended and Restated Credit Agreement dated as of May 26, 2023 by and among ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership and ONEOK Partners, L.P., the lenders party thereto and Citibank, N.A., as administrative agent, swing line lender and L/C Issuer (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K, filed May 26 , 2023 (File No. 1-13643)).

22.1			List of subsidiary guarantors and issuers of guaranteed securities.

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).

*			Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). ONEOK agreed to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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, 2023 and 2022; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022; (iv) Consolidated Balance Sheets at June 30, 2023, and December 31, 2022; (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022; (vi) Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2023 and 2022; and (vii) Notes to Consolidated Financial Statements.

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 8, 2023	By:	/s/ Walter S. Hulse III
		Walter S. Hulse III
		Chief Financial Officer, Treasurer and
		Executive Vice President, Investor Relations
		and Corporate Development
		(Principal Financial Officer)