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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 March 31, 2022.

OR

☐ 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,

OK

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 April 25, 2022, the Company had 446,616,031 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 Months Ended March 31, 2022 and 2021			6
			Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2022 and 2021			7
			Consolidated Balance Sheets - March 31, 2022, and December 31, 2021			8
			Consolidated Statements of Cash Flows - Three Months Ended March 31, 2022 and 2021			11
			Consolidated Statements of Changes in Equity - Three Months Ended March 31, 2022 and 2021			12
			Notes to Consolidated Financial Statements			14
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			38
Item 4.			Controls and Procedures			41
Part II.			Other Information			41
Item 1.			Legal Proceedings			41
Item 1A.			Risk Factors			41
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			41
Item 3.			Defaults Upon Senior Securities			41
Item 4.			Mine Safety Disclosures			41
Item 5.			Other Information			41
Item 6.			Exhibits			41
Signature						43

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

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

INFORMATION AVAILABLE ON OUR WEBSITE

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

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

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GLOSSARY

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

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

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
									Three Months Ended
									March 31,
(Unaudited)															2022						2021
												(Thousands of dollars, except per share amounts)
Revenues
Commodity sales															$	5,105,211					$	2,836,109
Services															339,398						358,570
Total revenues (Note J)															5,444,609						3,194,679
Cost of sales and fuel (exclusive of items shown separately below)															4,365,948						2,121,510
Operations and maintenance															214,406						207,158
Depreciation and amortization															153,858						157,120
General taxes															49,511						44,439
Gain on sale of assets															(1,570)						(269)
Operating income															662,456						664,721
Equity in net earnings from investments (Note H)															36,340						33,320
Allowance for equity funds used during construction															371						812
Other income (expense), net															(13,522)						(5,022)
Interest expense (net of capitalized interest of $11,720 and $5,095, respectively)															(172,054)						(185,523)
Income before income taxes															513,591						508,308
Income taxes															(122,420)						(122,132)
Net income															391,171						386,176
Less: Preferred stock dividends															275						275
Net income available to common shareholders															$	390,896					$	385,901
Basic EPS (Note G)															$	0.87					$	0.87
Diluted EPS (Note G)															$	0.87					$	0.86
Average shares (thousands)
Basic															447,124						445,894
Diluted															448,404						446,885

See accompanying Notes to Consolidated Financial Statements.

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ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
									Three Months Ended
									March 31,
(Unaudited)															2022						2021
															(Thousands of dollars)
Net income															$	391,171					$	386,176
Other comprehensive income (loss), net of tax
Change in fair value of derivatives, net of tax of $21,437 and $(9,857), respectively															(71,768)						32,998
Derivative amounts reclassified to net income, net of tax of $(19,724) and $(12,361), respectively															66,032						41,387
Change in retirement and other postretirement benefit plan obligations, net of tax of $(905) and $(1,087), respectively															3,030						3,638
Other comprehensive income of unconsolidated affiliates, net of tax of $(1,907) and $(2,339), respectively															6,385						7,830
Total other comprehensive income, net of tax															3,679						85,853
Comprehensive income															$	394,850					$	472,029

See accompanying Notes to Consolidated Financial Statements.

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ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
						March 31,						December 31,
(Unaudited)						2022						2021
Assets			(Thousands of dollars)
Current assets
Cash and cash equivalents						$	14,610					$	146,391
Accounts receivable, net						1,682,459						1,441,786
Materials and supplies						148,302						153,019
NGLs and natural gas in storage						584,104						427,880
Commodity imbalances						24,606						39,609
Other current assets						187,240						165,689
Total current assets						2,641,321						2,374,374
Property, plant and equipment
Property, plant and equipment						24,073,401						23,820,539
Accumulated depreciation and amortization						4,648,169						4,500,665
Net property, plant and equipment						19,425,232						19,319,874
Investments and other assets
Investments in unconsolidated affiliates						797,391						797,613
Goodwill and net intangible assets						760,688						763,295
Other assets						368,073						366,457
Total investments and other assets						1,926,152						1,927,365
Total assets						$	23,992,705					$	23,621,613

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ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Continued)
						March 31,						December 31,
(Unaudited)						2022						2021
Liabilities and equity			(Thousands of dollars)
Current liabilities
Current maturities of long-term debt (Note D)						$	895,814					$	895,814
Short-term borrowings (Note D)						78,000						—
Accounts payable						1,729,943						1,332,391
Commodity imbalances						403,487						309,054
Accrued interest						136,448						235,602
Operating lease liability						12,583						13,783
Other current liabilities						226,320						397,975
Total current liabilities						3,482,595						3,184,619
Long-term debt, excluding current maturities (Note D)						12,750,485						12,747,636
Deferred credits and other liabilities
Deferred income taxes						1,278,319						1,166,690
Operating lease liability						73,529						75,636
Other deferred credits						414,083						431,869
Total deferred credits and other liabilities						1,765,931						1,674,195
Commitments and contingencies (Note I)
Equity (Note E)
ONEOK shareholders’ equity:
Preferred stock, $0.01 par value: authorized and issued 20,000 shares at March 31, 2022, and December 31, 2021						—						—
Common stock, $0.01 par value: authorized 1,200,000,000 shares; issued 474,916,234 shares and outstanding 446,599,266 shares at March 31, 2022; issued 474,916,234 shares and outstanding 446,138,177 shares at December 31, 2021						4,749						4,749
Paid-in capital						7,176,983						7,213,861
Accumulated other comprehensive loss (Note F)						(467,672)						(471,351)
Retained earnings						—						—
Treasury stock, at cost: 28,316,968 shares at March 31, 2022, and 28,778,057 shares at December 31, 2021						(720,366)						(732,096)
Total equity						5,993,694						6,015,163
Total liabilities and equity						$	23,992,705					$	23,621,613

See accompanying Notes to Consolidated Financial Statements.

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ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
						Three Months Ended
						March 31,
(Unaudited)						2022						2021
						(Thousands of dollars)
Operating activities
Net income						$	391,171					$	386,176
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization						153,858						157,120
Equity in net earnings from investments						(36,340)						(33,320)
Distributions received from unconsolidated affiliates						35,699						30,862
Deferred income taxes						110,531						119,194
Other, net						24,589						11,672
Changes in assets and liabilities:
Accounts receivable						(243,501)						(85,212)
NGLs and natural gas in storage, net of commodity imbalances						(46,788)						(123,379)
Accounts payable						385,082						251,344
Accrued interest						(99,154)						(104,872)
Risk-management assets and liabilities						(118,703)						(19,302)
Other assets and liabilities, net						(94,233)						(56,966)
Cash provided by operating activities						462,211						533,317
Investing activities
Capital expenditures (less allowance for equity funds used during construction)						(256,978)						(176,734)
Distributions received from unconsolidated affiliates in excess of cumulative earnings						9,795						10,191
Other, net						3,478						(4,148)
Cash used in investing activities						(243,705)						(170,691)
Financing activities
Dividends paid						(417,417)						(416,229)
Short-term borrowings, net						78,000						—
Repayment of long-term debt						—						(56,492)
Other, net						(10,870)						(11,988)
Cash used in financing activities						(350,287)						(484,709)
Change in cash and cash equivalents						(131,781)						(122,083)
Cash and cash equivalents at beginning of period						146,391						524,496
Cash and cash equivalents at end of period						$	14,610					$	402,413

See accompanying Notes to Consolidated Financial Statements.

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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)												(Thousands of dollars)
January 1, 2022						20,000						474,916,234						$	—					$	4,749					$	7,213,861
Net income						—						—						—						—						—
Other comprehensive income (Note F)						—						—						—						—						—
Preferred stock dividends - $13.75 per share (Note E)						—						—						—						—						—
Common stock issued						—						—						—						—						(5,325)
Common stock dividends - $0.935 per share (Note E)						—						—						—						—						(26,264)
Other, net						—						—						—						—						(5,289)
March 31, 2022						20,000						474,916,234						$	—					$	4,749					$	7,176,983

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

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ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Continued)
(Unaudited)						Accumulated Other Comprehensive Loss						Retained Earnings						Treasury Stock												Total Equity
						(Thousands of dollars)
January 1, 2022						$	(471,351)					$	—					$	(732,096)											$	6,015,163
Net income						—						391,171						—												391,171
Other comprehensive income (Note F)						3,679						—						—												3,679
Preferred stock dividends - $13.75 per share (Note E)						—						(275)						—												(275)
Common stock issued						—						—						11,730												6,405
Common stock dividends - $0.935 per share (Note E)						—						(390,896)						—												(417,160)
Other, net						—						—						—												(5,289)
March 31, 2022						$	(467,672)					$	—					$	(720,366)											$	5,993,694

(Unaudited)						Accumulated Other Comprehensive Loss						Retained Earnings						Treasury Stock						Total Equity
						(Thousands of dollars)
January 1, 2021						$	(551,449)					$	—					$	(764,298)					$	6,042,398
Net income						—						386,176						—						386,176
Other comprehensive income						85,853						—						—						85,853
Preferred stock dividends - $13.75 per share						—						(275)						—						(275)
Common stock issued						—						—						16,836						6,677
Common stock dividends - $0.935 per share						—						(385,901)						—						(416,135)
Other, net						—						—						—						(7,729)
March 31, 2021						$	(465,596)					$	—					$	(747,462)					$	6,096,965

See accompanying Notes to Consolidated Financial Statements.

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ONEOK, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our accompanying unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC. These statements have been prepared in accordance with GAAP and reflect all adjustments that, in our opinion, are necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The 2021 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.    FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

•Level 3 - fair value measurements are based on inputs that may include one or more unobservable inputs, including internally developed commodity price curves that incorporate market data from broker quotes and third-party pricing services. These balances are composed predominantly of exchange-cleared and over-the-counter derivatives to hedge NGL price risk at certain market locations. These commodity derivatives are generally valued using forward quotes provided by third-party pricing services that are validated with other market data. We believe any measurement uncertainty at March 31, 2022, is immaterial as our Level 3 fair value measurements are based on unadjusted pricing information from broker quotes and third-party pricing services.

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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.

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

			March 31, 2022
			Level 1						Level 2						Level 3						Total - Gross						Netting (a)						Total - Net
			(Thousands of dollars)
Derivative assets
Commodity contracts
Financial contracts			$	58,373					$	251,834					$	6,262					$	316,469					$	(316,469)					$	—
Interest-rate contracts			—						4,420						—						4,420						—						4,420
Total derivative assets			$	58,373					$	256,254					$	6,262					$	320,889					$	(316,469)					$	4,420
Derivative liabilities
Commodity contracts
Financial contracts			$	(171,737)					$	(146,152)					$	(196,093)					$	(513,982)					$	513,982					$	—
Interest-rate contracts			—						(68,788)						—						(68,788)						—						(68,788)
Total derivative liabilities			$	(171,737)					$	(214,940)					$	(196,093)					$	(582,770)					$	513,982					$	(68,788)

(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 March 31, 2022, we held no cash and posted $275.7 million of cash with various counterparties, including $197.5 million of cash collateral that is offsetting derivative net liability positions under master-netting arrangements in the table above. The remaining $78.2 million of cash collateral in excess of derivative net liability positions is included in other current assets in our Consolidated Balance Sheet.

			December 31, 2021
			Level 1						Level 2						Level 3						Total - Gross						Netting (a)						Total - Net
			(Thousands of dollars)
Derivative assets
Commodity contracts
Financial contracts			$	22,019					$	172,833					$	9,309					$	204,161					$	(204,161)					$	—
Total derivative assets			$	22,019					$	172,833					$	9,309					$	204,161					$	(204,161)					$	—
Derivative liabilities
Commodity contracts
Financial contracts			$	(67,226)					$	(112,922)					$	(123,592)					$	(303,740)					$	303,740					$	—
Interest-rate contracts			—						(145,524)						—						(145,524)						—						(145,524)
Total derivative liabilities			$	(67,226)					$	(258,446)					$	(123,592)					$	(449,264)					$	303,740					$	(145,524)

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

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

									Three Months Ended
									March 31,
Derivative Assets (Liabilities)															2022						2021
															(Thousands of dollars)
Net liabilities at beginning of period															$	(114,283)					$	(31,321)
Total changes in fair value:
Settlements included in net income (a)															38,068						24,738
New Level 3 derivatives included in other comprehensive income (b)															(506)						(4,612)
Unrealized change included in other comprehensive income (b)															(113,110)						(30,599)
Net liabilities at end of period															$	(189,831)					$	(41,794)

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

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

During the three months ended March 31, 2022 and 2021, there were no transfers in or out of Level 3 of the fair value hierarchy.

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

The estimated fair value of our consolidated long-term debt, including current maturities, was $14.3 billion and $15.6 billion at March 31, 2022, and December 31, 2021, respectively. The book value of our consolidated long-term debt, including current maturities, was $13.6 billion at March 31, 2022, and December 31, 2021. 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.

C.    RISK-MANAGEMENT AND HEDGING ACTIVITIES USING DERIVATIVES

Risk-management Activities - We are sensitive to changes in natural gas, crude oil and NGL prices, principally as a result of contractual terms under which these commodities are processed, purchased and sold. We are also subject to the risk of interest-rate fluctuation in the normal course of business. We use physical-forward purchases and sales and financial derivatives to secure a certain price for a portion of our natural gas, condensate and NGL products; to reduce our exposure to commodity price and interest-rate fluctuations; and to achieve more predictable cash flows. We follow established policies and procedures to assess risk and approve, monitor and report our risk-management activities. We have not used these instruments for trading purposes.

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

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

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

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

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

•Collars - Combination of a purchased put option and a sold call option, which places a floor and ceiling price for commodity sales being hedged.

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

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

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

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

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

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

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

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

									March 31, 2022												December 31, 2021
			Location in our Consolidated Balance Sheets						Assets						(Liabilities)						Assets						(Liabilities)
Derivatives designated as hedging instruments									(Thousands of dollars)
Commodity contracts (a)
Financial contracts (b)									$	316,469					$	(513,982)					$	204,161					$	(303,740)
Interest-rate contracts			Other current assets/liabilities						4,420						(68,788)						—						(145,524)
Total derivatives designated as hedging instruments									$	320,889					$	(582,770)					$	204,161					$	(449,264)

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

(b) - At March 31, 2022, and December 31, 2021, our derivative net liability positions under master-netting arrangements for financial contracts were fully offset by cash collateral of $197.5 million and $99.6 million, respectively.

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

March 31, 2022

December 31 2021

Contract Type

Net Purchased/Payor (Sold/Receiver)

Derivatives designated as hedging instruments:

Cash flow hedges

Fixed price

- Natural gas (Bcf)

Futures

(64.7)

(32.3)

- Crude oil and NGLs (MMBbl)

Futures

(11.3)

(10.0)

Basis

- Natural gas (Bcf)

Futures

(64.6)

(30.5)

Interest-rate contracts (Billions of dollars)

Swaps

$

1.1

$

1.1

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

									Three Months Ended
									March 31,
															2022						2021
															(Thousands of dollars)
Commodity contracts															$	(174,360)					$	(63,430)
Interest-rate contracts															81,155						106,285
Total unrealized change in fair value of cash flow hedges in other comprehensive income															$	(93,205)					$	42,855

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
												March 31,
																		2022						2021
																		(Thousands of dollars)
Commodity contracts			Commodity sales revenues															$	(210,794)					$	(130,518)
			Cost of sales and fuel															134,368						86,436
Interest-rate contracts			Interest expense															(9,330)						(9,666)
Total change in fair value of cash flow hedges reclassified from accumulated other comprehensive loss into net income on derivatives																		$	(85,756)					$	(53,748)

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

Our financial commodity derivatives are generally settled through a NYMEX or ICE clearing broker account with daily margin requirements. However, we may enter into financial derivative instruments that contain provisions that require us to maintain an investment-grade credit rating from S&P, Fitch and/or Moody’s. If our credit ratings on our senior unsecured long-term debt were to decline below investment grade, the counterparties to the derivative instruments could request collateralization on derivative instruments in net liability positions. There were no financial derivative instruments with contingent features related to credit risk at March 31, 2022.

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

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At March 31, 2022, the credit exposure from our derivative assets is with investment-grade companies in the financial services sector.

D.    DEBT

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

						March 31, 2022						December 31, 2021
						(Thousands of dollars)
Commercial paper outstanding, bearing a weighted-average interest rate of 0.94% as of March 31, 2022						$	78,000					$	—
Senior unsecured obligations:
$900,000 at 3.375% due October 2022						895,814						895,814
$425,000 at 5.0% due September 2023						425,000						425,000
$500,000 at 7.5% due September 2023						500,000						500,000
$500,000 at 2.75% due September 2024						500,000						500,000
$500,000 at 4.9% due March 2025						500,000						500,000
$400,000 at 2.2% due September 2025						387,000						387,000
$600,000 at 5.85% due January 2026						600,000						600,000
$500,000 at 4.0% due July 2027						500,000						500,000
$800,000 at 4.55% due July 2028						800,000						800,000
$100,000 at 6.875% due September 2028						100,000						100,000
$700,000 at 4.35% due March 2029						700,000						700,000
$750,000 at 3.4% due September 2029						714,251						714,251
$850,000 at 3.1% due March 2030						780,093						780,093
$600,000 at 6.35% due January 2031						600,000						600,000
$400,000 at 6.0% due June 2035						400,000						400,000
$600,000 at 6.65% due October 2036						600,000						600,000
$600,000 at 6.85% due October 2037						600,000						600,000
$650,000 at 6.125% due February 2041						650,000						650,000
$400,000 at 6.2% due September 2043						400,000						400,000
$700,000 at 4.95% due July 2047						689,006						689,006
$1,000,000 at 5.2% due July 2048						1,000,000						1,000,000
$750,000 at 4.45% due September 2049						672,530						672,530
$500,000 at 4.5% due March 2050						443,015						443,015
$300,000 at 7.15% due January 2051						300,000						300,000
Total debt						13,834,709						13,756,709
Unamortized portion of terminated swaps						11,166						11,596
Unamortized debt issuance costs and discounts						(121,576)						(124,855)
Current maturities of long-term debt						(895,814)						(895,814)
Short-term borrowings (a)						(78,000)						—
Long-term debt						$	12,750,485					$	12,747,636

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

$2.5 Billion Credit Agreement - Our $2.5 Billion Credit Agreement, which expires in June 2024, is a revolving credit facility and contains certain financial, operational and legal covenants. Among other things, these covenants include maintaining a ratio of 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 the first quarter 2022, we acquired assets for $30 million, which allowed us to elect an acquisition adjustment period under our $2.5 Billion Credit Agreement and, as a result, increased our leverage ratio covenant to 5.5 to 1 for the first quarter 2022 and the two following quarters. Thereafter, the covenant will decrease to 5.0 to 1. At March 31, 2022, we had no outstanding borrowings, our ratio of indebtedness to adjusted EBITDA was 4.0 to 1, and we were in compliance with all covenants under our $2.5 Billion Credit Agreement.

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Debt Guarantees - ONEOK, ONEOK Partners and the Intermediate Partnership have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness.

E.    EQUITY

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

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

F.    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
						(Thousands of dollars)
January 1, 2022						$	(352,315)					$	(107,659)					$	(11,377)					$	(471,351)
Other comprehensive income (loss) before reclassifications						(71,768)						129						5,937						(65,702)
Amounts reclassified to net income (b)						66,032						2,901						448						69,381
Other comprehensive income (loss)						(5,736)						3,030						6,385						3,679
March 31, 2022						$	(358,051)					$	(104,629)					$	(4,992)					$	(467,672)

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

(b) - See Note C 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 March 31, 2022, representing unrealized losses related to risk-management assets and liabilities, net of tax:

						Risk- Management Assets/Liabilities
						(Thousands of dollars)
Commodity derivative instruments expected to be realized within the next 33 months (a)						$	(152,351)
Settled interest-rate swaps to be recognized over the life of the long-term, fixed-rate debt (b)						(156,136)
Interest-rate swaps with future settlement dates expected to be amortized over the life of long-term debt						(49,564)
Accumulated other comprehensive loss at March 31, 2022						$	(358,051)

(a) - Based on commodity prices on March 31, 2022, we expect net losses of $147.6 million, net of tax, will be reclassified into earnings during the next 12 months.

(b) - We expect net losses of $24.5 million, net of tax, will be reclassified into earnings during the next 12 months.

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

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G.    EARNINGS PER SHARE

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

			Three Months Ended March 31, 2022
			Income						Shares						Per Share Amount
			(Thousands, except per share amounts)
Basic EPS
Net income available for common stock			$	390,896					447,124						$	0.87
Diluted EPS
Effect of dilutive securities			—						1,280
Net income available for common stock and common stock equivalents			$	390,896					448,404						$	0.87

			Three Months Ended March 31, 2021
			Income						Shares						Per Share Amount
			(Thousands, except per share amounts)
Basic EPS
Net income available for common stock			$	385,901					445,894						$	0.87
Diluted EPS
Effect of dilutive securities			—						991
Net income available for common stock and common stock equivalents			$	385,901					446,885						$	0.86

H.    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
									March 31,
															2022						2021
															(Thousands of dollars)
Northern Border Pipeline															$	20,125					$	20,239
Roadrunner															9,141						7,749
Overland Pass Pipeline															5,008						2,972
Other															2,066						2,360
Equity in net earnings from investments															$	36,340					$	33,320

We incurred expenses in transactions with unconsolidated affiliates of $14.5 million and $15.6 million for the three months ended March 31, 2022 and 2021, respectively, primarily related to Northern Border Pipeline and Overland Pass Pipeline. Revenue earned and accounts receivable from, and accounts payable to, our equity-method investees were not material.

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

I.    COMMITMENTS AND CONTINGENCIES

Environmental Matters and Pipeline Safety - The operation of pipelines, plants and other facilities for the gathering, processing, fractionation, transportation and storage of natural gas, NGLs, condensate and other products is subject to numerous and complex laws and regulations pertaining to health, safety and the environment. As an owner and/or operator of these facilities, we must comply with laws and regulations that relate to air and water quality, hazardous and solid waste management and disposal, cultural resource protection and other environmental and safety matters. The cost of planning, designing, constructing and operating pipelines, plants and other facilities must incorporate compliance with these laws, regulations and safety standards. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially

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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.

J.    REVENUES

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

Contract Liabilities						(Millions of dollars)
Balance at December 31, 2021 (a)						$	51.5
Revenue recognized included in beginning balance						(30.2)
Net additions						26.4
Balance at March 31, 2022 (b)						$	47.7

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

(b) - Contract liabilities of $19.2 million and $28.5 million are included in other current liabilities and other deferred credits, respectively, in our Consolidated Balance Sheet.

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

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

The following table presents aggregate value allocated to unsatisfied performance obligations as of March 31, 2022, and the amounts we expect to recognize in revenue in future periods, related primarily to firm transportation and storage contracts with remaining contract terms ranging from two months to 22 years:

Expected Period of Recognition in Revenue						(Millions of dollars)
Remainder of 2022						$	297.1
2023						363.6
2024						316.2
2025						232.2
2026 and beyond						870.9
Total estimated transaction price allocated to unsatisfied performance obligations						$	2,080.0

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

K.    SEGMENTS

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

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

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

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

Other and eliminations consist of corporate costs, the operating and leasing activities of our headquarters building and related parking facility 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 March 31, 2022			Natural Gas Gathering and Processing						Natural Gas Liquids (a)						Natural Gas Pipelines (b)						Total Segments
			(Thousands of dollars)
NGL and condensate sales			$	1,004,349					$	4,548,701					$	—					$	5,553,050
Residue natural gas sales			551,037						—						26,420						577,457
Gathering, processing and exchange services revenue			31,445						135,843						—						167,288
Transportation and storage revenue			—						46,822						122,711						169,533
Other			4,839						2,869						206						7,914
Total revenues (c)			1,591,670						4,734,235						149,337						6,475,242
Cost of sales and fuel (exclusive of depreciation and operating costs)			(1,288,551)						(4,089,124)						(16,992)						(5,394,667)
Operating costs			(93,711)						(128,862)						(41,208)						(263,781)
Equity in net earnings from investments			1,633						5,441						29,266						36,340
Noncash compensation expense and other			3,655						5,924						3,118						12,697
Segment adjusted EBITDA			$	214,696					$	527,614					$	123,521					$	865,831
Depreciation and amortization			$	(62,726)					$	(75,030)					$	(15,045)					$	(152,801)
Investments in unconsolidated affiliates			$	27,350					$	414,966					$	355,075					$	797,391
Total assets			$	6,914,107					$	15,101,665					$	2,154,030					$	24,169,802
Capital expenditures			$	93,298					$	125,535					$	23,355					$	242,188

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $603.9 million, of which $547.3 million related to revenues within the segment, and cost of sales and fuel of $146.0 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $92.6 million and cost of sales and fuel of $16.1 million.

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

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Three Months Ended March 31, 2022						Total Segments						Other and Eliminations						Total
						(Thousands of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales						$	5,553,050					$	(1,027,613)					$	4,525,437
Residue natural gas sales						577,457						(332)						577,125
Gathering, processing and exchange services revenue						167,288						—						167,288
Transportation and storage revenue						169,533						(2,025)						167,508
Other						7,914						(663)						7,251
Total revenues (a)						$	6,475,242					$	(1,030,633)					$	5,444,609
Cost of sales and fuel (exclusive of depreciation and operating costs)						$	(5,394,667)					$	1,028,719					$	(4,365,948)
Operating costs						$	(263,781)					$	(136)					$	(263,917)
Depreciation and amortization						$	(152,801)					$	(1,057)					$	(153,858)
Equity in net earnings from investments						$	36,340					$	—					$	36,340
Investments in unconsolidated affiliates						$	797,391					$	—					$	797,391
Total assets						$	24,169,802					$	(177,097)					$	23,992,705
Capital expenditures						$	242,188					$	14,790					$	256,978

(a) - Noncustomer revenue for the three months ended March 31, 2022, totaled $(174.7) million related primarily to losses from derivatives on commodity contracts.

Three Months Ended March 31, 2021			Natural Gas Gathering and Processing						Natural Gas Liquids (a)						Natural Gas Pipelines (b)						Total Segments
			(Thousands of dollars)
NGL and condensate sales			$	491,807					$	2,414,830					$	—					$	2,906,637
Residue natural gas sales			312,247						—						115,455						427,702
Gathering, processing and exchange services revenue			31,687						113,231						—						144,918
Transportation and storage revenue			—						48,728						132,947						181,675
Other			4,000						33,276						412						37,688
Total revenues (c)			839,741						2,610,065						248,814						3,698,620
Cost of sales and fuel (exclusive of depreciation and operating costs)			(555,306)						(2,060,319)						(10,013)						(2,625,638)
Operating costs			(84,598)						(124,369)						(42,317)						(251,284)
Equity in net earnings from investments			1,728						3,604						27,988						33,320
Noncash compensation expense and other			3,151						6,647						1,703						11,501
Segment adjusted EBITDA			$	204,716					$	435,628					$	226,175					$	866,519
Depreciation and amortization			$	(67,032)					$	(74,542)					$	(14,476)					$	(156,050)
Investments in unconsolidated affiliates			$	24,584					$	420,614					$	362,523					$	807,721
Total assets			$	6,535,260					$	13,944,887					$	2,096,459					$	22,576,606
Capital expenditures			$	39,651					$	112,021					$	21,157					$	172,829

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $570.6 million, of which $516.1 million related to revenues within the segment, and cost of sales and fuel of $135.8 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $181.4 million and cost of sales and fuel of $12.8 million.

(c) - Intersegment revenues are primarily commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly, and for the Natural Gas Gathering and Processing segment totaled $481.6 million. Intersegment revenues for the Natural Gas Liquids and Natural Gas Pipelines segments were not material.

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Three Months Ended March 31, 2021						Total Segments						Other and Eliminations						Total
						(Thousands of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales						$	2,906,637					$	(500,064)					$	2,406,573
Residue natural gas sales						427,702						—						427,702
Gathering, processing and exchange services revenue						144,918						—						144,918
Transportation and storage revenue						181,675						(3,535)						178,140
Other						37,688						(342)						37,346
Total revenues (a)						$	3,698,620					$	(503,941)					$	3,194,679
Cost of sales and fuel (exclusive of depreciation and operating costs)						$	(2,625,638)					$	504,128					$	(2,121,510)
Operating costs						$	(251,284)					$	(313)					$	(251,597)
Depreciation and amortization						$	(156,050)					$	(1,070)					$	(157,120)
Equity in net earnings from investments						$	33,320					$	—					$	33,320
Investments in unconsolidated affiliates						$	807,721					$	—					$	807,721
Total assets						$	22,576,606					$	603,323					$	23,179,929
Capital expenditures						$	172,829					$	3,905					$	176,734

(a) - Noncustomer revenue for the three months ended March 31, 2021, totaled $(132.2) million related primarily to losses from derivatives on commodity contracts.

									Three Months Ended
									March 31,
															2022						2021
															(Thousands of dollars)
Reconciliation of net income to total segment adjusted EBITDA
Net income															$	391,171					$	386,176
Add:
Interest expense, net of capitalized interest															172,054						185,523
Depreciation and amortization															153,858						157,120
Income taxes															122,420						122,132
Noncash compensation expense															24,733						16,283
Other corporate costs and equity AFUDC															1,595						(715)
Total segment adjusted EBITDA															$	865,831					$	866,519

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 first quarter 2022, compared with the first quarter 2021, due primarily to increased producer activity in the Rocky Mountain region, increased ethane production across our system, the impact of Winter Storm Uri in the first quarter 2021 and completed capital-growth projects, highlighting our extensive and integrated assets that are located in some of the most productive shale basins in the United States. Although the energy industry has experienced many up and down commodity cycles, we have positioned ourselves to reduce exposure to direct commodity price volatility. Each of our three reportable segments are primarily fee-based, and we expect our consolidated earnings to be approximately 90% fee-based in 2022. While our Natural Gas Gathering and Processing segment’s earnings are primarily fee-based, we have direct commodity price exposure related primarily to fee with POP contracts. In addition, our Natural Gas Gathering and Processing and Natural Gas Liquids segments are exposed to volumetric risk as a result

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of drilling and completion activity, normal volumetric well declines which are offset partially by rising gas-to-oil ratios, severe weather disruptions, operational outages and crude oil, NGL and natural gas demand. Our Natural Gas Pipelines segment is not exposed to significant volumetric risk due to nearly all of our capacity being subscribed under long-term, firm fee-based contracts.

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

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

Natural Gas - In our Natural Gas Gathering and Processing segment, gathered and processed volumes increased in the first quarter 2022, compared with the first quarter 2021, due primarily to increased producer activity in the Rocky Mountain region.

In our Natural Gas Pipelines segment, continued demand from local distribution companies, electric-generation facilities and large industrial companies resulted in low-cost expansions that position us well to provide additional services to our customers. In April 2022, we completed a 1.1 Bcf expansion of our Texas natural gas storage facilities’ capacities. We are currently expanding the injection capabilities of our Oklahoma natural gas storage facilities resulting in the ability to utilize and subscribe an additional 4 Bcf of our existing storage capacity, with expected completion in second quarter 2023.

NGLs - In our Natural Gas Liquids segment, NGL volumes increased in the first quarter 2022, compared with the first quarter 2021, due primarily to increased ethane production across our system, the unfavorable impact of Winter Storm Uri in the first quarter 2021 and increased production in the Rocky Mountain and Mid-Continent regions and Permian Basin.

Ethane Production - Price differentials between ethane and natural gas can cause natural gas processors to extract ethane or leave it in the natural gas stream, 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 105 MBbl/d to an average of 460 MBbl/d in the first quarter 2022, compared with 355 MBbl/d in 2021, due primarily to changes in ethane extraction economics. We estimate that there are more than 225 MBbl/d of discretionary ethane, consisting of more than 125 MBbl/d in the Rocky Mountain region and approximately 100 MBbl/d in the Mid-Continent region, that can be recovered and transported on our system.

Growth Projects - We announced plans in late 2021 to restart construction on our 200 MMcf/d Demicks Lake III natural gas processing plant in the Williston Basin and our 125 MBbl/d MB-5 fractionator in Mont Belvieu, Texas, which are now expected to be completed in the first quarter 2023 and second quarter 2023, respectively. See “Executive Summary” in Part I, Item 1, Business and “Recent Developments” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report for more information on our growth projects.

Sustainability and Social Responsibility - In 2021 and 2022, we qualified for inclusion in the S&P Global Sustainability Yearbook and received a perfect score of 100 in the Human Rights Campaign Corporate Equality Index. In 2021, we received an MSCI Inc. ESG Rating of AA, were named to JUST Capital’s list of Top 100 U.S. Companies Supporting Healthy Families and Communities and received an ESG Risk Rating placing us in the top 10% in the refiners and pipelines industry assessed by Sustainalytics. We continue to look for ways to reduce our environmental impact and utilize more efficient technologies. We are evaluating the development of renewable energy and low-carbon projects, including opportunities that may complement our extensive midstream assets and expertise.

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

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FINANCIAL RESULTS AND OPERATING INFORMATION

How We Evaluate Our Operations

Management uses a variety of financial and operating metrics to analyze our performance. Our consolidated financial metrics include: (1) operating income; (2) net income; (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																		Three Months
									March 31,																		2022 vs. 2021
Financial Results															2022						2021												$ Increase (Decrease)
															(Millions of dollars, except per share amounts)
Revenues
Commodity sales															$	5,105.2					$	2,836.1											2,269.1
Services															339.4						358.6												(19.2)
Total revenues															5,444.6						3,194.7												2,249.9
Cost of sales and fuel (exclusive of items shown separately below)															4,365.9						2,121.5												2,244.4
Operating costs															263.9						251.7												12.2
Depreciation and amortization															153.9						157.1												(3.2)
Gain on sale of assets															(1.6)						(0.3)												1.3
Operating income															$	662.5					$	664.7											(2.2)
Equity in net earnings from investments															$	36.3					$	33.3											3.0
Interest expense, net of capitalized interest															$	(172.1)					$	(185.5)											(13.4)
Net income															$	391.2					$	386.2											5.0
Diluted EPS															$	0.87					$	0.86											0.01
Adjusted EBITDA															$	863.9					$	866.4											(2.5)
Capital expenditures															$	257.0					$	176.7											80.3

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, except where noted.

Operating income remained relatively unchanged for the three months ended March 31, 2022, compared with the same period in 2021, primarily as a result of the following:

•Natural Gas Pipelines - a decrease of $125.4 million due to the impact of Winter Storm Uri in the first quarter 2021 on natural gas sales of volumes previously held in inventory, interruptible transportation revenue and park and loan revenue; offset by

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•Natural Gas Liquids - an increase of $104.5 million in exchange services related primarily to higher average fee rates, higher volumes, wider commodity price differentials and the unfavorable impact of Winter Storm Uri in the first quarter 2021; and

•Natural Gas Gathering and Processing - an increase of $24.9 million from higher volumes due primarily to increased production in the Rocky Mountain region.

Net income and diluted EPS increased for the three months ended March 31, 2022, compared with the same period in 2021, due primarily to the items discussed above and lower interest expense related to lower debt balances and increased capitalized interest, offset partially by losses related to the mark-to-market of investments associated with certain benefit plan investments.

Capital expenditures increased for the three months ended March 31, 2022, compared with the same period in 2021, due primarily to our capital-growth projects, including the construction of our Demicks Lake III natural gas processing plant and our MB-5 fractionator.

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. 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 2022 and 2023. This segment has substantial long-term acreage dedications in some of the most productive areas of the Williston Basin, which helps to mitigate long-term volumetric risk.

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

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

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

									Three Months Ended																		Three Months
									March 31,																		2022 vs. 2021
Financial Results															2022						2021												$ Increase (Decrease)
															(Millions of dollars)
NGL and condensate sales															$	1,004.3					$	491.8											512.5
Residue natural gas sales															551.0						312.2												238.8
Gathering, compression, dehydration and processing fees and other revenue															36.4						35.7												0.7
Cost of sales and fuel (exclusive of depreciation and operating costs)															(1,288.6)						(555.3)												733.3
Operating costs, excluding noncash compensation adjustments															(88.6)						(80.7)												7.9
Equity in net earnings from investments															1.6						1.7												(0.1)
Other															(1.4)						(0.7)												(0.7)
Adjusted EBITDA															$	214.7					$	204.7											10.0
Capital expenditures															$	93.3					$	39.7											53.6

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 $10.0 million for the three months ended March 31, 2022, compared with the same period in 2021, primarily as a result of the following:

•an increase of $24.9 million from higher volumes due primarily to increased producer activity in the Rocky Mountain region, offset partially by volume declines in the Mid-Continent region; offset by

•a decrease of $6.2 million due primarily to lower realized natural gas prices due to the impact of hedging; and

•an increase of $7.9 million in operating costs due primarily to higher materials and supplies expense and higher outside services due primarily to the growth of our operations.

Capital expenditures increased for the three months ended March 31, 2022, compared with the same period in 2021, due primarily to growth projects, including our Demicks Lake III project.

									Three Months Ended
									March 31,
Operating Information (a)															2022						2021
Natural gas gathered (BBtu/d)															2,736						2,589
Natural gas processed (BBtu/d) (b)															2,517						2,380
Average fee rate ($/MMBtu)															$	1.04					$	1.04

(a) - Includes volumes for consolidated entities only.

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

Our natural gas gathered and natural gas processed volumes increased for the three months ended March 31, 2022, compared with the same period in 2021, due primarily to increased producer activity in the Rocky Mountain region, offset partially by volume declines in the Mid-Continent region.

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

Natural Gas Liquids

Overview - Our Natural Gas Liquids segment owns and operates facilities that gather, fractionate, treat and distribute NGLs and store NGL products, primarily in Oklahoma, Kansas, Texas, New Mexico and the Rocky Mountain region, which includes the Williston, Powder River and DJ Basins. We provide midstream services to producers of NGLs and deliver those products to the two primary market centers: one in the Mid-Continent in Conway, Kansas, and the other in the Gulf Coast in Mont Belvieu, Texas. We own or have an ownership interest in FERC-regulated NGL gathering and distribution pipelines in Oklahoma, Kansas, Texas, New Mexico, Montana, North Dakota, Wyoming and Colorado, and terminal and storage facilities

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in Kansas, Missouri, Nebraska, Iowa and Illinois. We have a 50% ownership interest in Overland Pass Pipeline Company, which operates an interstate NGL pipeline originating in Wyoming and Colorado and terminating in Kansas. The majority of the pipeline-connected natural gas processing plants in the Williston Basin, Oklahoma, Kansas and the Texas Panhandle are connected to our NGL gathering systems. We lease rail cars and own and operate truck- and rail-loading and -unloading facilities connected to our NGL fractionation, storage and pipeline assets. We also own FERC-regulated NGL distribution pipelines in Kansas, Missouri, Nebraska, Iowa, Illinois and Indiana that connect our Mid-Continent assets with Midwest markets, including Chicago, Illinois. A portion of our ONEOK North System transports refined petroleum products, including unleaded gasoline and diesel, from Kansas to Iowa.

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

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																		Three Months
									March 31,																		2022 vs. 2021
Financial Results															2022						2021												$ Increase (Decrease)
															(Millions of dollars)
NGL and condensate sales															$	4,548.7					$	2,414.8											2,133.9
Exchange service revenues and other															138.7						146.5												(7.8)
Transportation and storage revenues															46.8						48.7												(1.9)
Cost of sales and fuel (exclusive of depreciation and operating costs)															(4,089.1)						(2,060.3)												2,028.8
Operating costs, excluding noncash compensation adjustments															(120.4)						(116.0)												4.4
Equity in net earnings from investments															5.4						3.6												1.8
Other															(2.5)						(1.7)												(0.8)
Adjusted EBITDA															$	527.6					$	435.6											92.0
Capital expenditures															$	125.5					$	112.0											13.5

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 $92.0 million for the three months ended March 31, 2022, compared with the same period in 2021, primarily as a result of the following:

•an increase of $58.3 million in exchange services (excluding the impact of Winter Storm Uri discussed below) due primarily to:

◦$36.4 million in higher average fee rates,

◦$26.9 million in higher volumes primarily in the Rocky Mountain region and Permian Basin, and

◦$26.8 million related to wider commodity price differentials, offset by

◦$23.6 million in higher fractionation costs due primarily to higher fuel and power costs related to increased volumes at our facilities; and

•an increase of $46.2 million in exchange services due to the unfavorable impact of Winter Storm Uri in the first quarter 2021, which resulted in lower volumes across our operations and increased electricity costs; offset by

•a decrease of $4.3 million in optimization and marketing due primarily to favorable nonrecurring activities in the first quarter 2021 during Winter Storm Uri, offset partially by wider location and commodity price differentials.

Capital expenditures increased for the three months ended March 31, 2022, compared with the same periods in 2021, due primarily to capital-growth projects, including our MB-5 fractionator.

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									Three Months Ended
									March 31,
Operating Information															2022						2021
Raw feed throughput (MBbl/d) (a)															1,212						1,036
Average Conway-to-Mont Belvieu OPIS price differential - ethane in ethane/propane mix ($/gallon)															$	0.02					$	(0.02)

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

Volumes increased for the three months ended March 31, 2022, compared with the same period in 2021, due primarily to increased ethane production across our system, the unfavorable impact of Winter Storm Uri in the first quarter 2021 and increased production in the Rocky Mountain and Mid-Continent regions and Permian Basin.

Natural Gas Pipelines

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

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

									Three Months Ended																		Three Months
									March 31,																		2022 vs. 2021
Financial Results															2022						2021												$ Increase (Decrease)
															(Millions of dollars)
Transportation revenues															$	101.5					$	117.1											(15.6)
Storage revenues															21.2						15.8												5.4
Residue natural gas sales and other revenues															26.6						115.9												(89.3)
Cost of sales and fuel (exclusive of depreciation and operating costs)															(17.0)						(10.0)												7.0
Operating costs, excluding noncash compensation adjustments															(38.9)						(40.1)												(1.2)
Equity in net earnings from investments															29.3						28.0												1.3
Other															0.8						(0.5)												1.3
Adjusted EBITDA															$	123.5					$	226.2											(102.7)
Capital expenditures															$	23.4					$	21.2											2.2

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

Adjusted EBITDA decreased $102.7 million for the three months ended March 31, 2022, compared with the same period in 2021, primarily as a result of the following:

•a decrease of $125.4 million due to the impact of Winter Storm Uri in the first quarter 2021 on natural gas sales of volumes previously held in inventory, interruptible transportation revenue and park and loan revenue; offset by

•an increase of $7.2 million due primarily to higher average prices on natural gas sales of volumes previously held in inventory, excluding the impact of Winter Storm Uri in the first quarter 2021 noted above;

•an increase of $6.8 million in transportation services due primarily to higher interruptible revenue, excluding the impact of Winter Storm Uri in the first quarter 2021 noted above, and higher firm transportation rates; and

•an increase of $5.1 million in storage services due primarily to higher storage rates.

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									Three Months Ended
									March 31,
Operating Information (a)															2022						2021
Natural gas transportation capacity contracted (MDth/d)															7,527						7,423
Transportation capacity contracted															96		%				95		%

(a) - Includes volumes for consolidated entities only.

In April 2022, the FERC initiated a review of Guardian Pipeline L.L.C.’s rates pursuant to Section 5 of the Natural Gas Act. The review is currently in process, and while the ultimate outcome cannot be predicted, it could result in a future reduction of rates. We do not expect the ultimate outcome to impact materially 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
												March 31,
(Unaudited)																		2022						2021
Reconciliation of net income to adjusted EBITDA																		(Thousands of dollars)
Net income																		$	391,171					$	386,176
Add:
Interest expense, net of capitalized interest																		172,054						185,523
Depreciation and amortization																		153,858						157,120
Income taxes																		122,420						122,132
Noncash compensation expense (a)																		24,733						16,282
Equity AFUDC																		(371)						(812)
Adjusted EBITDA																		$	863,865					$	866,421
Reconciliation of segment adjusted EBITDA to adjusted EBITDA
Segment adjusted EBITDA:
Natural Gas Gathering and Processing																		$	214,696					$	204,716
Natural Gas Liquids																		527,614						435,628
Natural Gas Pipelines																		123,521						226,175
Other																		(1,966)						(98)
Adjusted EBITDA																		$	863,865					$	866,421

(a) - Includes losses of $8.7 million and $1.7 million related to the mark-to-market of investments associated with certain benefit plan investments for the three months ended March 31, 2022 and 2021, respectively.

CONTINGENCIES

See Note I 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.

We expect our sources of cash inflows to provide sufficient resources to finance our operations, quarterly cash dividends, capital expenditures and maturities of long-term debt. We believe we have sufficient liquidity due to our $2.5 Billion Credit Agreement, which expires in June 2024, and access to $1.0 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.

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

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

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

Short-term Liquidity - Our principal sources of short-term liquidity consist of cash generated from operating activities, distributions received from our equity-method investments, proceeds from our commercial paper program and our $2.5 Billion Credit Agreement. As of March 31, 2022, we are in compliance with all covenants of the $2.5 Billion Credit Agreement.

At March 31, 2022, we had no borrowings under our $2.5 Billion Credit Agreement, $78.0 million of commercial paper outstanding and $14.6 million of cash and cash equivalents.

As of March 31, 2022, we had a working capital deficit of $841.3 million (defined as current assets less current liabilities). Although working capital is influenced by several factors, including, among other things: (i) the timing of (a) debt and equity issuances, (b) the funding of capital expenditures, (c) scheduled debt payments, and (d) accounts receivable and payable; and (ii) the volume and cost of inventory and commodity imbalances, our working capital deficit at March 31, 2022, was driven primarily by current maturities of long-term debt. We may have working capital deficits in future periods as we continue to repay long-term debt. We do not expect this working capital deficit to have an adverse impact to our cash flows or operations.

For additional information on our $2.5 Billion Credit Agreement, see Note D 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.

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

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

Capital expenditures, excluding AFUDC, were $257.0 million and $176.7 million for the three months ended March 31, 2022 and 2021, respectively.

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

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Credit Ratings - Our long-term debt credit ratings as of April 25, 2022, are shown in the table below:

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

Our credit ratings, which are investment grade, may be affected by a material change in our financial ratios or a material event affecting our business and industry. The most common criteria for assessment of our credit ratings are the debt-to-EBITDA ratio, interest coverage, business risk profile and liquidity. If our credit ratings were downgraded, our cost to borrow funds under our $2.5 Billion Credit Agreement could increase and a potential loss of access to the commercial paper market could occur. In the event that we are unable to borrow funds under our commercial paper program and there has not been a material adverse change in our business, we would continue to have access to our $2.5 Billion Credit Agreement, which expires in 2024. 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 2022, we paid a common stock dividend of $0.935 per share ($3.74 per share on an annualized basis). A common stock dividend of $0.935 per share was declared for the shareholders of record at the close of business on May 2, 2022, payable May 16, 2022.

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

For the three months ended March 31, 2022, our cash flows from operations exceeded dividends paid by $44.8 million. We expect our cash flows from operations to continue to sufficiently fund our cash dividends. To the extent operating cash flows are not sufficient to fund our dividends, we may utilize cash on hand or 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, impairment charges, allowance for equity funds used during construction, gain or loss on sale of assets, deferred income taxes, net undistributed earnings from equity-method investments, share-based compensation expense, other amounts and changes in our assets and liabilities not classified as investing or financing activities.

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

															Variances
			Three Months Ended												2022 vs. 2021
			March 31,												Favorable (Unfavorable)
			2022						2021
			(Millions of dollars)
Total cash provided by (used in):
Operating activities			$	462.2					$	533.3					$	(71.1)
Investing activities			(243.7)						(170.7)						(73.0)
Financing activities			(350.3)						(484.7)						134.4
Change in cash and cash equivalents			(131.8)						(122.1)						(9.7)
Cash and cash equivalents at beginning of period			146.4						524.5						(378.1)
Cash and cash equivalents at end of period			$	14.6					$	402.4					$	(387.8)

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 three months ended March 31, 2022, remained relatively unchanged with the same period in 2021, due primarily to higher net income resulting from higher exchange services and the impact of Winter Storm Uri in the first quarter 2021 in our Natural Gas Liquids segment and higher volumes from increased production in our Natural Gas Gathering and Processing segment. These increases were offset by the impact of Winter Storm Uri in the first quarter 2021 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 $217.3 million for the three months ended March 31, 2022, compared with a decrease of $138.4 million for the same period in 2021. This change is due primarily to changes in accounts receivable resulting from the timing of receipt of cash from customers and changes in cash posted for risk-management assets and liabilities, both of which vary from period to period with changes in commodity prices; offset partially by changes in accounts payable resulting from the timing of payments to vendors, suppliers and other third parties, which vary from period to period with changes in commodity prices; and changes in NGLs and natural gas in storage, net of commodity imbalances.

Investing Cash Flows - Cash used in investing activities for the three months ended March 31, 2022, increased $73.0 million, compared with the same period in 2021, due primarily to capital expenditures related to our capital-growth projects.

Financing Cash Flows - Cash used in financing activities for the three months ended March 31, 2022, decreased $134.4 million, compared with the same period in 2021, due primarily to the use of short-term borrowings in the first quarter 2022 and the repayment of long-term debt in the first quarter 2021.

REGULATORY, ENVIRONMENTAL AND SAFETY MATTERS

Environmental Matters - We are subject to a variety of historical preservation and environmental laws and/or regulations that affect many aspects of our present and future operations. Regulated activities include, but are not limited to, those involving air emissions, storm water and wastewater discharges, handling and disposal of solid and hazardous wastes, wetlands and waterways preservation, wildlife conservation, cultural resources protection, hazardous materials transportation, and pipeline and facility construction. These laws and regulations require us to obtain and/or comply with a wide variety of environmental clearances, registrations, licenses, permits and other approvals. Failure to comply with these laws, regulations, licenses and permits may expose us to fines, penalties, reputational harm and/or interruptions in our operations that could be material to our results of operations or financial condition. In addition, emissions controls and/or other regulatory or permitting mandates under the Clean Air Act and other similar federal and state laws could require unexpected capital expenditures at our facilities. We cannot assure that existing environmental statutes and regulations will not be revised or that new regulations will not be

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adopted or become applicable to us. We also cannot assure that existing permits will not be revised or cancelled, potentially impacting facility construction activities or ongoing operations.

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

IMPACT OF NEW ACCOUNTING STANDARDS

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

CRITICAL ACCOUNTING 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-growth projects and other future operations (including plans to construct additional natural gas and NGL pipelines, processing and fractionation facilities and related cost estimates), our business prospects, the outcome of regulatory and legal proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under federal securities legislation and other applicable laws. The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this Quarterly Report identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “target,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “will,” “would,” and other words and terms of similar meaning.

One should not place undue reliance on forward-looking statements. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices. In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:

•the length, severity and reemergence of a pandemic or other health crisis, such as the COVID-19 pandemic and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, which may (as with COVID-19) precipitate or exacerbate one or more of the factors herein, reduce the demand for natural gas, NGLs and crude oil and significantly disrupt or prevent us and our customers and counterparties from operating in the ordinary course for an extended period and increase the cost of operating our business;

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

•the impact on drilling and production by factors beyond our control, including the demand for natural gas and crude oil; producers’ desire and ability to drill and obtain necessary permits; regulatory compliance; reserve performance;

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and capacity constraints and/or shut downs on the pipelines that transport crude oil, natural gas and NGLs from producing areas and our facilities;

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

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

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

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

•the possibility of future terrorist attacks or the possibility or occurrence of an outbreak of, or changes in, hostilities or changes in the political conditions throughout the world, including the current conflict in Ukraine and the surrounding region;

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

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

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

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

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

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

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

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

•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 transition-related effects) on our operations, demand for our services and energy prices;

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

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

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

•competition from other United States and foreign energy suppliers and transporters, as well as alternative forms of energy, including, but not limited to, solar power, wind power, geothermal energy and biofuels such as ethanol and biodiesel;

•the ability to market pipeline capacity on favorable terms, including the effects of:

–    future demand for and prices of natural gas, NGLs and crude oil;

–    competitive conditions in the overall energy market;

–    availability of supplies of United States natural gas and crude oil; and

–    availability of additional storage capacity;

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

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

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

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

•the 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

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since the beginning of the COVID-19 pandemic; implementation of new software and hardware; and the impact on the timeliness of information for financial reporting;

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

•the ability to recover operating costs and amounts equivalent to income taxes, costs of property, plant and equipment and regulatory assets in our state and FERC-regulated rates;

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

•the mechanical integrity of facilities and pipelines operated;

•the capital-intensive nature of our businesses;

•the impact of unforeseen changes in interest rates, debt and equity markets, inflation rates, economic recession and other external factors over which we have no control, including the effect on pension and postretirement expense and funding resulting from changes in equity and bond market returns;

•actions by rating agencies concerning our credit;

•our indebtedness and guarantee obligations could make us vulnerable to general adverse economic and industry conditions, limit our ability to borrow additional funds and/or place us at competitive disadvantages compared with our competitors that have less debt or have other adverse consequences;

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

•our ability to acquire all necessary permits, consents or other approvals in a timely manner, to promptly obtain all necessary materials and supplies required for construction, and to construct gathering, processing, storage, fractionation and transportation facilities without labor or contractor problems;

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

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

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

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

•the impact of potential impairment charges;

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

•the risks associated with pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions and any regulatory delay or conditions imposed by regulatory bodies in connection with any such acquisitions and dispositions;

•the risk that material weaknesses or significant deficiencies in our internal controls over financial reporting could emerge or that minor problems could become significant;

•the impact and outcome of pending and future litigation;

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

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

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other factors could also affect adversely our future results. These and other risks are described in greater detail in Part I, Item 1A, Risk Factors, in our Annual Report and in our other filings that we make with the SEC, which are available via the SEC’s website at www.sec.gov and our website at www.oneok.com. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Any such forward-looking statement speaks only as of the date on which such statement is made, and other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

We are exposed to market risk due to commodity price and interest-rate volatility. Market risk is the risk of loss arising from adverse changes in market rates and prices. We may use financial instruments, including forward sales, swaps, options and futures, to manage the risks of certain identifiable or anticipated transactions and achieve more predictable cash flows. Our risk-management function follows policies and procedures established by our Risk Oversight and Strategy Committee to

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monitor our natural gas, condensate and NGL marketing activities and interest rates to ensure our hedging activities mitigate market risks and comply with approved thresholds or limits. We do not use financial instruments for trading purposes.

We utilize a sensitivity analysis model to assess the risk associated with our derivative portfolio. The sensitivity analysis measures the potential change in fair value of our derivative instruments based upon a hypothetical 10% movement in the underlying commodity prices or interest rates. In addition to these variables, the fair value of our derivative portfolio is influenced by fluctuations in the notional amounts of the instruments and the discount rates used to determine the present values. Because we enter into these derivative instruments for the purpose of mitigating the risks that accompany certain of our business activities, as described below, the change in the market value of our derivative portfolio would typically be offset largely by a corresponding gain or loss on the hedged item.

COMMODITY PRICE RISK

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

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

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

Commodity Contracts			March 31, 2022						December 31, 2021
			(Millions of dollars)
Crude oil and NGLs			$	56.6					$	40.6
Natural gas			31.0						11.5
Total change in estimated fair value of commodity contracts			$	87.6					$	52.1

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

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

			Nine Months Ending December 31, 2022
			Volumes Hedged						Average Price									Percentage Hedged
NGLs - excluding ethane (MBbl/d) - Conway/Mont Belvieu			11.7						$	0.95		/ gallon						68%
Condensate (MBbl/d) - WTI-NYMEX			1.5						$	63.47		/ Bbl						71%
Natural gas (BBtu/d) - NYMEX and basis			113.4						$	3.25		/ MMBtu						77%

			Year Ending December 31, 2023
			Volumes Hedged						Average Price									Percentage Hedged
NGLs - excluding ethane (MBbl/d) - Conway/Mont Belvieu			12.0						$	1.20		/ gallon						68%
Condensate (MBbl/d) - WTI-NYMEX			1.7						$	85.48		/ Bbl						71%
Natural gas (BBtu/d) - NYMEX and basis			110.6						$	3.75		/ MMBtu						73%

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Our Natural Gas Gathering and Processing segment’s commodity price sensitivity is estimated as a hypothetical change in the price of NGLs, crude oil and natural gas at March 31, 2022. Condensate sales are typically based on the price of crude oil. Assuming normal operating conditions, we estimate the following for our forecasted equity volumes:

•a $0.01 per-gallon change in the composite price of NGLs, excluding ethane, would change adjusted EBITDA for the nine months ending December 31, 2022, and for the year ending December 31, 2023, by approximately $2.0 million and $2.7 million, respectively;

•a $1.00 per-barrel change in the price of crude oil would change adjusted EBITDA for the nine months ending December 31, 2022, and for the year ending December 31, 2023, by approximately $0.6 million and $0.9 million, respectively; and

•a $0.10 per-MMBtu change in the price of residue natural gas would change adjusted EBITDA for the nine months ending December 31, 2022, and for the year ending December 31, 2023, by approximately $4.0 million and $5.5 million, respectively.

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

INTEREST-RATE RISK

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

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

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

			March 31, 2022						December 31, 2021
			(Millions of dollars)
Forward-starting interest-rate swaps			$	27.8					$	19.6

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

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

COUNTERPARTY CREDIT RISK

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

In our Natural Gas Gathering and Processing and Natural Gas Pipelines segments, the creditworthiness of our counterparties, which are primarily investment grade, is consistent with that discussed in Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in our Annual Report. In our Natural Gas Liquids segment, for the three months ended March 31, 2022, and twelve months ended December 31, 2021, approximately 85% and 70%, respectively, of commodity sales

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were made to customers rated investment-grade by S&P, approved through comparable internal counterparty analysis, or were secured by letters of credit or other collateral.

ITEM 4.CONTROLS AND PROCEDURES

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

Changes in Internal Control Over Financial Reporting - There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2022, 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 I of the Notes to Consolidated Financial Statements in this Quarterly Report and under Note N of the Notes to Consolidated Financial Statements in our Annual Report.

ITEM 1A.RISK FACTORS

Our 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.

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

Exhibit No.			Exhibit Description
3.1			Amended and Restated By-laws of ONEOK, Inc. (incorporated by reference from Exhibit 3.1 to ONEOK Inc.’s Current Report on Form 8-K, filed February 28, 2022 (File No. 1-13643)).
3.2			Amended and Restated Certificate of Incorporation of ONEOK, Inc., dated July 3, 2017, as amended (incorporated by reference from Exhibit 3.2 to ONEOK Inc.’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2017, filed November 1, 2017 (File No. 1-13643)).
10.1			Form of 2022 Restricted Unit Award Agreement (incorporated by reference from Exhibit 10.17 to ONEOK, Inc.’s Annual Report on Form 10-K, filed March 1, 2022 (File No. 1-13643)).
10.2			Form of 2022 Performance Unit Award Agreement (incorporated by reference from Exhibit 10.18 to ONEOK, Inc.’s Annual Report on Form 10-K, filed March 1, 2022 (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).

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 months ended March 31, 2022 and 2021; (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2022 and 2021; (iv) Consolidated Balance Sheets at March 31, 2022, and December 31, 2021; (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021; (vi) Consolidated Statements of Changes in Equity for the three months ended March 31, 2022 and 2021; and (vii) Notes to Consolidated Financial Statements.

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SIGNATURE

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

			ONEOK, Inc.
			Registrant
Date: May 4, 2022			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)

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