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 - In the second quarter 2022, we benefited from higher commodity prices, compared to the second quarter 2021. Volumes remained relatively unchanged in the second quarter 2022, compared with the second quarter 2021, due primarily to increased producer activity in the Permian Basin and Rocky Mountain region and increased ethane production in the Rocky Mountain region, which was offset by the impact of severe weather in the Rocky Mountain region in 2022. We also benefited from completed capital-growth projects, highlighting our extensive and integrated assets that are located in some of the most productive shale basins in the United States. Although the energy industry has experienced many commodity cycles, we have positioned ourselves to reduce exposure to direct commodity price volatility. Each of our three reportable segments are primarily fee-based, and we expect our consolidated earnings to be approximately 90% fee-based in 2022. While our Natural Gas Gathering and Processing segment’s earnings are primarily fee-based, we have direct commodity price exposure related primarily to fee with POP contracts. In addition, our Natural Gas Gathering and Processing and Natural Gas Liquids segments are exposed to volumetric risk as a result of 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.

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

We are in the early stages of determining the full extent of property damage and developing information to support a claim for property damage and business interruption losses. We expect our insurance coverage to mitigate our financial loss, which cannot be reasonably estimated at this time. As a result of our insurance coverage, we do not currently anticipate that the

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

Severe weather - In the second quarter 2022, we experienced two separate severe weather events in the Rocky Mountain region that brought disruptions to our operations. Our employees in the region were well prepared and made the necessary operational adjustments to maintain the safety of our employees, their families and our assets. Blizzard conditions and region-wide power outages negatively impacted the gathered and processed volumes in our Natural Gas Gathering and Processing segment, and NGL volumes delivered to and transported by our Natural Gas Liquids segment, including volumes from third parties, in April and May 2022. By the end of May, volumes approached pre-outage levels.

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

Inflation - Inflation in the United States increased significantly in late 2021 and into 2022. This rise in inflation has generally resulted in higher costs in 2022. Although it is expected that this trend will continue, we do not expect a material impact on our results of operations as we believe the fee escalators or fuel recovery mechanisms on many of our natural gas liquids and natural gas gathering and processing contracts offset the increase in costs.

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

Natural Gas - In our Natural Gas Gathering and Processing segment, we benefited from higher realized commodity prices, net of hedging, in the second quarter 2022, compared with the second quarter 2021. Gathered and processed volumes remained relatively unchanged in the second quarter 2022, compared with the second quarter 2021, due primarily to increased producer activity in the Rocky Mountain region and SCOOP and STACK areas of Oklahoma, offset partially by the impact of severe weather in the Rocky Mountain region in 2022.

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, and the expansion is fully subscribed through 2032. We are currently expanding the injection capabilities of our Oklahoma natural gas storage facilities resulting in the ability to utilize and subscribe an additional 4 Bcf of our existing storage capacity, with expected completion in second quarter 2023. As of June 2022, we have subscribed approximately 90% of the 4 Bcf of storage capacity through 2029 and continue to market the remaining capacity.

NGLs - In our Natural Gas Liquids segment, NGL volumes increased in the second quarter 2022, compared with the second quarter 2021, due primarily to increased production in the Permian Basin and Rocky Mountain region and increased ethane production in the Rocky Mountain region, which more than offset the impact of severe weather in the Rocky Mountain region in 2022.

Ethane Production - Price differentials between ethane and natural gas can cause natural gas processors to extract ethane or leave it in the natural gas stream, 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 45 MBbl/d to an average of 480 MBbl/d in the second quarter 2022, compared with 435 MBbl/d in the second quarter 2021, 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.

Debt Repayments - In July 2022, we redeemed the remaining $895.8 million of our $900 million, 3.375% senior notes due October 2022 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand and short-term borrowings. As of July 31, 2022, we had $860 million of short-term borrowings outstanding.

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

FINANCIAL RESULTS AND OPERATING INFORMATION

How We Evaluate Our Operations

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

Non-GAAP Financial Measures - Adjusted EBITDA is a non-GAAP measure of our financial performance. Adjusted EBITDA is defined as net income adjusted for interest expense, depreciation and amortization, noncash impairment charges, income taxes, allowance for equity funds used during construction, noncash compensation expense and certain other noncash items. We believe this non-GAAP financial measure is useful to investors because it and similar measures are used by many companies in our industry as a measurement of financial performance and is commonly employed by financial analysts and others to evaluate our financial performance and to compare financial performance among companies in our industry. Adjusted EBITDA should not be considered an alternative to net income, EPS or any other measure of financial performance presented in accordance with GAAP. Additionally, this calculation may not be comparable with similarly titled measures of other companies.

Consolidated Operations

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

			Three Months Ended												Six Months Ended												Three Months						Six Months
			June 30,												June 30,												2022 vs. 2021						2022 vs. 2021
Financial Results			2022						2021						2022						2021						$ Increase (Decrease)						$ Increase (Decrease)
			(Millions of dollars, except per share amounts)
Revenues
Commodity sales			$	5,650.8					$	3,074.8					$	10,756.0					$	5,910.9					2,576.0						4,845.1
Services			345.9						314.2						685.3						672.7						31.7						12.6
Total revenues			5,996.7						3,389.0						11,441.3						6,583.6						2,607.7						4,857.7
Cost of sales and fuel (exclusive of items shown separately below)			4,878.0						2,367.0						9,243.9						4,488.5						2,511.0						4,755.4
Operating costs			277.3						254.3						541.4						505.9						23.0						35.5
Depreciation and amortization			157.8						156.9						311.6						314.0						0.9						(2.4)
Other operating (income) expense, net			(5.4)						(0.7)						(7.0)						(1.0)						4.7						8.0
Operating income			$	689.0					$	611.5					$	1,351.4					$	1,276.2					77.5						75.2
Equity in net earnings from investments			$	35.6					$	25.7					$	72.0					$	59.0					9.9						13.0
Interest expense, net of capitalized interest			$	(170.8)					$	(185.0)					$	(342.8)					$	(370.5)					(14.2)						(27.7)
Net income			$	414.4					$	342.1					$	805.5					$	728.3					72.3						77.2
Diluted EPS			$	0.92					$	0.77					$	1.80					$	1.63					0.15						0.2
Adjusted EBITDA			$	886.0					$	801.5					$	1,749.9					$	1,667.9					84.5						82.0
Capital expenditures			$	302.3					$	147.4					$	559.3					$	324.1					154.9						235.2

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

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

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

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

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

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

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

*•*Natural Gas Gathering and Processing - an increase of $26.4 million due primarily to higher realized NGL prices, net of hedging, and $20.9 million from higher volumes in the Rocky Mountain region; offset by

*•*Natural Gas Pipelines - a decrease of $129.4 million due to the impact of Winter Storm Uri in the first quarter 2021 on natural gas sales of volumes previously held in inventory, interruptible transportation revenue and park and loan revenue, offset partially by increases of $17.6 million due to higher storage services and $13.9 million from higher pricing on transportation and compression services; and

• Consolidated Operating Costs - an increase of $35.5 million due primarily to higher outside services, materials and supplies and property taxes.

Net income and diluted EPS increased for the three months and six months ended June 30, 2022, compared with the same periods in 2021, due primarily to the items discussed above, lower interest expense related to lower debt balances and increased capitalized interest and higher equity in net earnings from investments. These increases were offset partially by higher income taxes and losses related to the mark-to-market of investments associated with certain benefit plan investments.

Capital expenditures increased for the three and six months ended June 30, 2022, compared with the same periods 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.

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

			Three Months Ended												Six Months Ended												Three Months						Six Months
			June 30,												June 30,												2022 vs. 2021						2022 vs. 2021
Financial Results			2022						2021						2022						2021						$ Increase (Decrease)						$ Increase (Decrease)
			(Millions of dollars)
NGL and condensate sales			$	1,039.2					$	566.4					$	2,043.5					$	1,058.2					472.8						985.3
Residue natural gas sales			659.7						257.8						1,210.8						570.0						401.9						640.8
Gathering, compression, dehydration and processing fees and other revenue			41.3						39.3						77.6						75.0						2.0						2.6
Cost of sales and fuel (exclusive of depreciation and operating costs)			(1,398.6)						(550.5)						(2,687.2)						(1,105.8)						848.1						1,581.4
Operating costs, excluding noncash compensation adjustments			(95.3)						(82.0)						(183.9)						(162.7)						13.3						21.2
Equity in net earnings from investments			1.6						0.4						3.2						2.2						1.2						1.0
Other			4.3						(2.1)						2.9						(2.9)						6.4						5.8
Adjusted EBITDA			$	252.2					$	229.3					$	466.9					$	434.0					22.9						32.9
Capital expenditures			$	123.4					$	56.9					$	216.7					$	96.5					66.5						120.2

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

• an increase of $32.8 million due primarily to higher realized commodity prices, net of hedging; and

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

• an increase of $13.3 million in operating costs due primarily to higher materials and supplies expense due primarily to the growth of our operations and higher outside services; and

• a decrease of $4.1 million from lower volumes due primarily to the impact of severe weather in the Rocky Mountain region in the second quarter 2022.

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

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

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

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

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

Capital expenditures increased for the three and six months ended June 30, 2022, compared with the same periods in 2021, due primarily to growth projects, including our Demicks Lake III project.

			Three Months Ended												Six Months Ended
			June 30,												June 30,
Operating Information (a)			2022						2021						2022						2021
Natural gas gathered (BBtu/d)			2,726						2,732						2,731						2,661
Natural gas processed (BBtu/d) (b)			2,506						2,481						2,511						2,431
Average fee rate ($/MMBtu)			$	1.05					$	1.06					$	1.04					$	1.05

(a) - Includes volumes for consolidated entities only.

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

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

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

Natural Gas Liquids

Overview - Our Natural Gas Liquids segment owns and operates facilities that gather, fractionate, treat and distribute NGLs and store NGL products, primarily in Oklahoma, Kansas, Texas, New Mexico and the Rocky Mountain region, which includes the Williston, Powder River and DJ Basins. We provide midstream services to producers of NGLs and deliver those products to the two primary market centers: one in the Mid-Continent in Conway, Kansas, and the other in the Gulf Coast in Mont Belvieu, Texas. We own or have an ownership interest in FERC-regulated NGL gathering and distribution pipelines in Oklahoma, Kansas, Texas, New Mexico, Montana, North Dakota, Wyoming and Colorado, and terminal and storage facilities in Kansas, Missouri, Nebraska, Iowa and Illinois. We have a 50% ownership interest in Overland Pass Pipeline, 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												Six Months Ended												Three Months						Six Months
			June 30,												June 30,												2022 vs. 2021						2022 vs. 2021
Financial Results			2022						2021						2022						2021						$ Increase (Decrease)						$ Increase (Decrease)
			(Millions of dollars)
NGL and condensate sales			$	5,010.6					$	2,829.6					$	9,559.3					$	5,244.4					2,181.0						4,314.9
Exchange service revenues and other			142.4						132.0						281.1						278.5						10.4						2.6
Transportation and storage revenues			40.3						37.9						87.1						86.6						2.4						0.5
Cost of sales and fuel (exclusive of depreciation and operating costs)			(4,543.3)						(2,399.9)						(8,632.4)						(4,460.2)						2,143.4						4,172.2
Operating costs, excluding noncash compensation adjustments			(139.4)						(121.1)						(259.8)						(237.1)						18.3						22.7
Equity in net earnings from investments			8.4						5.1						13.8						8.7						3.3						5.1
Other			(1.6)						(3.3)						(4.1)						(5.0)						1.7						0.9
Adjusted EBITDA			$	517.4					$	480.3					$	1,045.0					$	915.9					37.1						129.1
Capital expenditures			$	150.2					$	60.0					$	275.7					$	172.0					90.2						103.7

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

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

◦$60.8 million in higher average fee rates,

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

◦$10.7 million in wider commodity price differentials, and

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

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

◦$12.3 million related to the recognition of proceeds previously considered a gain contingency in the second quarter 2021; and

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

• an increase of $18.3 million in operating costs due primarily to higher outside services and higher property taxes associated with our completed capital-growth projects.

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

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

▪$97.2 million in higher average fee rates,

▪$43.0 million in higher volumes primarily in the Rocky Mountain region and Permian Basin, and

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

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

▪$12.3 million related to the recognition of proceeds previously considered a gain contingency in the second quarter 2021;

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

*◦*an increase of $5.8 million in optimization and marketing due primarily to wider location and commodity price differentials, offset partially by favorable nonrecurring activities in the first quarter 2021 during Winter Storm Uri; offset by

◦an increase of $22.7 million in operating costs due primarily to increased property taxes associated with our completed capital-growth projects and higher outside services.

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

			Three Months Ended												Six Months Ended
			June 30,												June 30,
Operating Information			2022						2021						2022						2021
Raw feed throughput (MBbl/d) (a)			1,266						1,209						1,239						1,123
Average Conway-to-Mont Belvieu OPIS price differential - ethane in ethane/propane mix ($/gallon)			$	0.06					$	0.00					$	0.04					$	(0.01)

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

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

Natural Gas Pipelines

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

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

			Three Months Ended												Six Months Ended												Three Months						Six Months
			June 30,												June 30,												2022 vs. 2021						2022 vs. 2021
Financial Results			2022						2021						2022						2021						$ Increase (Decrease)						$ Increase (Decrease)
			(Millions of dollars)
Transportation revenues			$	99.9					$	94.7					$	201.4					$	211.8					5.2						(10.4)
Storage revenues			30.8						17.6						52.0						33.5						13.2						18.5
Residue natural gas sales and other revenues			1.2						0.1						27.8						116.0						1.1						(88.2)
Cost of sales and fuel (exclusive of depreciation and operating costs)			(0.7)						(0.5)						(17.7)						(10.6)						0.2						7.1
Operating costs, excluding noncash compensation adjustments			(40.3)						(36.2)						(79.2)						(76.2)						4.1						3.0
Equity in net earnings from investments			25.6						20.2						54.9						48.2						5.4						6.7
Other			(0.5)						(1.2)						0.3						(1.8)						0.7						2.1
Adjusted EBITDA			$	116.0					$	94.7					$	239.5					$	320.9					21.3						(81.4)
Capital expenditures			$	19.1					$	27.8					$	42.5					$	49.0					(8.7)						(6.5)

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

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

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

• an increase of $6.7 million due primarily to higher pricing on transportation and compression services; and

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

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

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

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

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

◦an increase of $10.6 million in transportation services due primarily to higher 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 $6.7 million from higher equity in net earnings from investments due primarily to increased volumes on Northern Border Pipeline and higher firm transportation rates on Roadrunner.

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

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

(a) - Includes volumes for consolidated entities only.

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

(a) - Includes a loss of $6.3 million and benefit of $6.8 million for the three months ended June 30, 2022 and 2021, and a loss of $15.1 million and benefit of $5.1 million for the six months ended June 30, 2022 and 2021, respectively, related to the mark-to-market of investments associated with certain benefit plan investments.

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. As a result of the fire at our Medford, Oklahoma fractionation facility on July 9, 2022, we expect future operating cash flows to include proceeds from our business interruption insurance policies. We will request interim insurance payments toward the loss, but it is difficult to predict the timing or amount of such payments.

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 2027, 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.

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

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

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

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

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.

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

Debt Repayments - In July 2022, we redeemed the remaining $895.8 million of our $900 million, 3.375% senior notes due October 2022 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand and short-term borrowings. As of July 31, 2022, we had $860 million of short-term borrowings outstanding.

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 $559.3 million and $324.1 million for the six months ended June 30, 2022 and 2021, respectively.

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

Credit Ratings - Our long-term debt credit ratings as of August 1, 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 2027. An adverse credit rating change alone is not a default under our $2.5 Billion Credit Agreement.

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

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

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

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

CONTINGENCIES

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

CASH FLOW ANALYSIS

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

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

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

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

Cash flows from operating activities, before changes in operating assets and liabilities for the six months ended June 30, 2022, increased $80.6 million compared 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 realized NGL prices, net of hedging, and volumes from increased production in our Natural Gas Gathering and Processing segment. These increases were offset by the impact of Winter Storm Uri in our Natural Gas Pipelines segment in the first quarter 2021, as discussed in “Financial Results and Operating Information.”

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

Investing Cash Flows - Cash used in investing activities for the six months ended June 30, 2022, increased $218.2 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 six months ended June 30, 2022, decreased $186.1 million, compared with the same period in 2021, due primarily to the issuance of long-term debt in the second quarter 2022 and the repayment of long-term debt in the first half of 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 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 and other statements in this Quarterly Report regarding our environmental, social and other sustainability targets, plans and goals are not an indication that these statements are required to be disclosed in our filings with the SEC, or that we will continue to make similar statements in the same extent or manner in future filings. In addition, historical, current and forward-looking environmental, social and sustainability-related statements may be based on standards

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

Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this Quarterly Report identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “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; 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 inability of insurance proceeds to cover all liabilities or expenses we may incur, or revenues lost, resulting from a loss;

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

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

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

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

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

– competitive conditions in the overall energy market;

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

– availability of additional storage capacity;

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

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

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

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

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

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

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

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

• 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.