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Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
Three Months EndedSix Months Ended
June 30,June 30,
(Unaudited)2023202220232022
(Millions of dollars, except per share amounts)
Revenues
Commodity sales$3,371$5,651$7,527$10,756
Services361345726685
Total revenues (Note L)3,7325,9968,25311,441
Cost of sales and fuel (exclusive of items shown separately below)2,4824,8785,8299,244
Operations and maintenance296231535445
Depreciation and amortization170158332312
General taxes474610496
Other operating (income) expense, net (Note C)—(6)(781)(7)
Operating income7376892,2341,351
Equity in net earnings from investments (Note J)43368372
Other income (expense), net13(9)21(22)
Interest expense (net of capitalized interest of $6, $13, $24, and $25, respectively)(180)(171)(346)(343)
Income before income taxes6135451,9921,058
Income taxes(145)(131)(475)(253)
Net income4684141,517805
Less: Preferred stock dividends————
Net income available to common shareholders$468$414$1,517$805
Basic EPS (Note I)$1.04$0.93$3.38$1.80
Diluted EPS (Note I)$1.04$0.92$3.38$1.80
Average shares (millions)
Basic448.3447.5448.2447.3
Diluted449.0448.2449.0448.3

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months EndedSix Months Ended
June 30,June 30,
(Unaudited)2023202220232022
(Millions of dollars)
Net income$468$414$1,517$805
Other comprehensive income (loss), net of tax
Change in fair value of derivatives, net of tax of $(15), $(7), $(22) and $14, respectively512274(50)
Derivative amounts reclassified to net income, net of tax of $7, $(21), $10 and $(41), respectively(25)70(37)136
Change in retirement and other postretirement benefit plan obligations, net of tax of $—, $(1), $— and $(2), respectively1316
Other comprehensive income (loss) of unconsolidated affiliates, net of tax of $—, $(2), $1 and $(4), respectively(3)6(5)13
Total other comprehensive income, net of tax2410133105
Comprehensive income$492$515$1,550$910

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
June 30,December 31,
(Unaudited)20232022
Assets(Millions of dollars)
Current assets
Cash and cash equivalents$106$220
Accounts receivable, net1,0231,532
Materials and supplies146149
NGLs and natural gas in storage314432
Commodity imbalances3043
Other current assets244172
Total current assets1,8632,548
Property, plant and equipment
Property, plant and equipment25,60125,015
Accumulated depreciation and amortization5,3725,063
Net property, plant and equipment20,22919,952
Investments and other assets
Investments in unconsolidated affiliates885802
Goodwill and net intangible assets748753
Other assets313324
Total investments and other assets1,9461,879
Total assets$24,038$24,379
ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Continued)
June 30,December 31,
(Unaudited)20232022
Liabilities and equity(Millions of dollars)
Current liabilities
Current maturities of long-term debt (Note F)$—$925
Accounts payable8801,359
Commodity imbalances163254
Accrued taxes130136
Accrued interest214233
Operating lease liability1212
Other current liabilities118132
Total current liabilities1,5173,051
Long-term debt, excluding current maturities (Note F)12,74212,696
Deferred credits and other liabilities
Deferred income taxes2,1681,739
Operating lease liability6368
Other deferred credits330331
Total deferred credits and other liabilities2,5612,138
Commitments and contingencies (Note K)
Equity (Note G)
ONEOK shareholders’ equity:
Preferred stock, $0.01 par value: authorized and issued 20,000 shares at June 30, 2023, and December 31, 2022——
Common stock, $0.01 par value: authorized 1,200,000,000 shares; issued 474,916,234 shares and outstanding 447,671,698 shares at June 30, 2023; issued 474,916,234 shares and outstanding 447,157,771 shares at December 31, 202255
Paid-in capital7,2707,253
Accumulated other comprehensive loss (Note H)(75)(108)
Retained earnings71150
Treasury stock, at cost: 27,244,536 shares at June 30, 2023, and 27,758,463 shares at December 31, 2022(693)(706)
Total equity7,2186,494
Total liabilities and equity$24,038$24,379

See accompanying Notes to Consolidated Financial Statements.

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ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
(Unaudited)20232022
(Millions of dollars)
Operating activities
Net income$1,517$805
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization332312
Equity in net earnings from investments(83)(72)
Distributions received from unconsolidated affiliates8672
Deferred income taxes419228
Medford settlement gain(779)—
Medford settlement proceeds502—
Other, net4345
Changes in assets and liabilities:
Accounts receivable456(340)
NGLs and natural gas in storage, net of commodity imbalances40(165)
Accounts payable(443)569
Risk-management assets and liabilities47(131)
Other assets and liabilities, net(144)(73)
Cash provided by operating activities1,9931,250
Investing activities
Capital expenditures (less allowance for equity funds used during construction)(594)(559)
Contributions to unconsolidated affiliates(108)(1)
Distributions received from unconsolidated affiliates in excess of cumulative earnings1613
Medford settlement proceeds328—
Other, net54
Cash used in investing activities(353)(543)
Financing activities
Dividends paid(855)(835)
Issuance of long-term debt, net of discounts60120
Repayment of long-term debt(940)—
Other, net(19)(2)
Cash used in financing activities(1,754)(717)
Change in cash and cash equivalents(114)(10)
Cash and cash equivalents at beginning of period220146
Cash and cash equivalents at end of period$106$136

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)Preferred Stock IssuedCommon Stock IssuedPreferred StockCommon StockPaid-in Capital
(Shares)(Millions of dollars)
January 1, 202320,000474,916,234$—$5$7,253
Net income—————
Other comprehensive income (Note H)—————
Preferred stock dividends - $13.75 per share (Note G)—————
Common stock issued————(3)
Common stock dividends - $0.955 per share (Note G)—————
Other, net————3
March 31, 202320,000474,916,234—57,253
Net income—————
Other comprehensive income (Note H)—————
Preferred stock dividends - $13.75 per share (Note G)—————
Common stock issued————7
Common stock dividends - $0.955 per share (Note G)—————
Other, net————10
June 30, 202320,000474,916,234$—$5$7,270
(Unaudited)Preferred Stock IssuedCommon Stock IssuedPreferred StockCommon StockPaid-in Capital
(Shares)(Millions of dollars)
January 1, 202220,000474,916,234$—$5$7,214
Net income—————
Other comprehensive income—————
Preferred stock dividends - $13.75 per share—————
Common stock issued————(6)
Common stock dividends - $0.935 per share————(26)
Other, net————(5)
March 31, 202220,000474,916,234—57,177
Net income—————
Other comprehensive income—————
Preferred stock dividends - $13.75 per share—————
Common stock issued————7
Common stock dividends - $0.935 per share————(4)
Other, net————10
June 30, 202220,000474,916,234$—$5$7,190
ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Continued)
(Unaudited)Accumulated Other Comprehensive LossRetained EarningsTreasury StockTotal Equity
(Millions of dollars)
January 1, 2023$(108)$50$(706)$6,494
Net income—1,049—1,049
Other comprehensive income (Note H)9——9
Preferred stock dividends - $13.75 per share (Note G)————
Common stock issued——74
Common stock dividends - $0.955 per share (Note G)—(427)—(427)
Other, net———3
March 31, 2023(99)672(699)7,132
Net income—468—468
Other comprehensive income (Note H)24——24
Preferred stock dividends - $13.75 per share (Note G)————
Common stock issued——613
Common stock dividends $0.955 - per share (Note G)—(429)—(429)
Other, net———10
June 30, 2023$(75)$711$(693)$7,218
(Unaudited)Accumulated Other Comprehensive LossRetained EarningsTreasury StockTotal Equity
(Millions of dollars)
January 1, 2022$(472)$—$(732)$6,015
Net income—391—391
Other comprehensive income4——4
Preferred stock dividends - $13.75 per share————
Common stock issued——126
Common stock dividends - $0.935 per share—(391)—(417)
Other, net———(5)
March 31, 2022(468)—(720)5,994
Net income—414—414
Other comprehensive income101——101
Preferred stock dividends - $13.75 per share————
Common stock issued——714
Common stock dividends - $0.935 per share—(414)—(418)
Other, net———10
June 30, 2022$(367)$—$(713)$6,115

See accompanying Notes to Consolidated Financial Statements.

ONEOK, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A**. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

Our accompanying unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC. These statements have been prepared in accordance with GAAP and reflect all adjustments that, in our opinion, are necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The 2022 year-end Consolidated Balance Sheet data was derived from our audited Consolidated Financial Statements but does not include all disclosures required by GAAP. These unaudited Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements in our Annual Report.

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

B. ACQUISITION OF MAGELLAN

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

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

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

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

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

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

C. MEDFORD INCIDENT

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

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

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

D**. FAIR VALUE MEASUREMENTS**

Determining Fair Value - For our fair value measurements, we utilize market prices, third-party pricing services, present value methods and standard option valuation models to determine the price we would receive from the sale of an asset or the transfer of a liability in an orderly transaction at the measurement date. We measure the fair value of a group of financial assets and liabilities consistent with how a market participant would price the net risk exposure at the measurement date. Determining the appropriate classification of our fair value measurements within the fair value hierarchy requires management’s judgment regarding the degree to which market data is observable or corroborated by observable market data. We categorize derivatives based on the lowest level input that is significant to the fair value measurement in its entirety. Our valuation techniques and inputs are consistent with those discussed in Note A of the Notes to Consolidated Financial Statements in our Annual Report.

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

June 30, 2023
Level 1Level 2Level 3Total - GrossNetting (a)Total - Net
(Millions of dollars)
Derivative assets
Commodity contracts$36$169$—$205$(165)$40
Interest-rate contracts—17—17—17
Total derivative assets$36$186$—$222$(165)$57
Derivative liabilities
Commodity contracts$(16)$(111)$—$(127)$127$—
Interest-rate contracts—(4)—(4)—(4)
Total derivative liabilities$(16)$(115)$—$(131)$127$(4)

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheet on a net basis. We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us. At June 30, 2023, we posted no cash and held cash of $38 million from various counterparties, which offsets our derivative net asset position under master netting arrangements as shown in the table above.

December 31, 2022
Level 1Level 2Level 3Total - GrossNetting (a)Total - Net
(Millions of dollars)
Derivative assets
Commodity contracts$15$152$—$167$(125)$42
Interest-rate contracts—11—11—11
Total derivative assets$15$163$—$178$(125)$53
Derivative liabilities
Commodity contracts$(38)$(87)$—$(125)$125$—
Total derivative liabilities$(38)$(87)$—$(125)$125$—

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheet on a net basis. We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us. At December 31, 2022, we held no cash and posted $9 million of cash with various counterparties, which is included in other current assets in our Consolidated Balance Sheet.

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

Three Months EndedSix Months Ended
June 30,June 30,
Derivative Assets (Liabilities)2023202220232022
(Millions of dollars)
Net liabilities at beginning of period$—$(190)$—$(114)
Total changes in fair value:
Settlements included in net income (a)—57—60
New Level 3 derivatives included in other comprehensive income (b)—9—9
Unrealized change included in other comprehensive income (b)—14—(65)
Net liabilities at end of period$—$(110)$—$(110)

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

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

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

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

The estimated fair value of our consolidated long-term debt, including current maturities, was $11.9 billion and $12.7 billion at June 30, 2023, and December 31, 2022, respectively. The book value of our consolidated long-term debt, including current maturities, was $12.7 billion and $13.6 billion at June 30, 2023, and December 31, 2022, respectively. The estimated fair value of the aggregate senior notes outstanding was determined using quoted market prices for similar issues with similar terms and maturities. The estimated fair value of our consolidated long-term debt is classified as Level 2.

E**. RISK-MANAGEMENT AND HEDGING ACTIVITIES USING DERIVATIVES**

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

Commodity price risk - Commodity price risk refers to the risk of loss in cash flows and future earnings arising from adverse changes in the price of natural gas, NGLs and condensate. We may use commodity derivative instruments to reduce the near-term commodity price risk associated with a portion of our forecasted purchases and sales of commodities. Our exposure to commodity price risk is consistent with that discussed in our Annual Report.

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

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

to hedge the variability of interest payments on a portion of our forecasted debt issuances. All of our interest-rate swaps are designated as cash flow hedges.

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

June 30, 2023December 31, 2022
Location in our Consolidated Balance SheetsAssets(Liabilities)Assets(Liabilities)
Derivatives designated as hedging instruments(Millions of dollars)
Commodity contracts (a)Other current assets$205$(127)$160$(123)
Other assets——6(1)
Interest-rate contractsOther current assets/liabilities17(4)11—
Total derivatives designated as hedging instruments222(131)177(124)
Derivatives not designated as hedging instruments
Commodity contracts (a)Other current assets——1(1)
Total derivatives not designated as hedging instruments——1(1)
Total derivatives$222$(131)$178$(125)

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

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

June 30, 2023December 31 2022
Contract TypeNet Purchased/Payor (Sold/Receiver)
Derivatives designated as hedging instruments:
Cash flow hedges
Fixed price
- Natural gas (Bcf)Futures(20.2)(39.3)
- Crude oil and NGLs (MMBbl)Futures(12.9)(8.4)
Basis
- Natural gas (Bcf)Futures(18.2)(39.3)
Interest-rate contracts (Billions of dollars)Swaps$0.4$0.4
Interest-rate contracts (Billions of dollars)Treasury locks$1.1$—
Derivatives not designated as hedging instruments:
Fixed price
- Natural gas (Bcf)Futures—(0.1)
- Crude oil and NGLs (MMBbl)Futures—0.1
Basis
- Natural gas (Bcf)Futures—(0.1)

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

Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
Commodity contracts$54$(34)$94$(208)
Interest-rate contracts12632144
Total unrealized change in fair value of cash flow hedges in other comprehensive income (loss)$66$29$96$(64)

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

Derivatives in Cash Flow Hedging RelationshipsLocation of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Net IncomeThree Months EndedSix Months Ended
June 30,June 30,
2023202220232022
(Millions of dollars)
Commodity contractsCommodity sales revenues$95$(257)$118$(468)
Cost of sales and fuel(57)176(60)310
Interest-rate contractsInterest expense(6)(10)(11)(19)
Total change in fair value of cash flow hedges reclassified from accumulated other comprehensive loss into net income on derivatives$32$(91)$47$(177)

Credit Risk - We monitor the creditworthiness of our counterparties and compliance with policies and limits established by our Risk Oversight and Strategy Committee. We maintain credit policies with regard to our counterparties that we believe minimize credit risk. Our policies and related credit risk are consistent with those discussed in our Annual Report.

F**. DEBT**

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

June 30, 2023December 31, 2022
(Millions of dollars)
Commercial paper outstanding (a)$—$—
Senior unsecured obligations:
$425 at 5.0% due September 2023—425
$500 at 7.5% due September 2023—500
$500 at 2.75% due September 2024500500
$500 at 4.9% due March 2025500500
$400 at 2.2% due September 2025387387
$600 at 5.85% due January 2026600600
$500 at 4.0% due July 2027500500
$800 at 4.55% due July 2028800800
$100 at 6.875% due September 2028100100
$700 at 4.35% due March 2029700700
$750 at 3.4% due September 2029714714
$850 at 3.1% due March 2030780780
$600 at 6.35% due January 2031600600
$750 at 6.1% due November 2032750750
$400 at 6.00% due June 2035400400
$600 at 6.65% due October 2036600600
$600 at 6.85% due October 2037600600
$650 at 6.125% due February 2041650650
$400 at 6.2% due September 2043400400
$700 at 4.95% due July 2047689689
$1,000 at 5.2% due July 20481,0001,000
$750 at 4.45% due September 2049653673
$500 at 4.5% due March 2050443443
$300 at 7.15% due January 2051300300
Guardian
$120 term loan, rate of 6.33% as of June 30, 2023, due June 2025120120
Viking
$60 term loan, rate of 6.46% as of June 30, 2023, due March 202660—
Total debt12,84613,731
Unamortized portion of terminated swaps910
Unamortized debt issuance costs and discounts(113)(120)
Current maturities of long-term debt—(925)
Long-term debt$12,742$12,696

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

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

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

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

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

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

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

G**. EQUITY**

Dividends - Holders of our common stock share equally in any dividend declared by our Board of Directors, subject to the rights of the holders of outstanding Series E Preferred Stock. Dividends paid on our common stock in February 2023 and May 2023 were $0.955 per share. A common stock dividend of $0.955 per share was declared for shareholders of record at the close of business on August 1, 2023, payable August 14, 2023.

Our Series E Preferred Stock pays quarterly dividends on each share of Series E Preferred Stock, when and if, declared by our Board of Directors, at a rate of 5.5% per year. We paid dividends for the Series E Preferred Stock of $0.3 million in February 2023 and May 2023. Dividends totaling $0.3 million were declared for the Series E Preferred Stock and are payable August 14, 2023.

H**. ACCUMULATED OTHER COMPREHENSIVE LOSS**

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

Risk- Management Assets/LiabilitiesRetirement and Other Postretirement Benefit Plan Obligations (a)Risk- Management Assets/Liabilities of Unconsolidated AffiliatesAccumulated Other Comprehensive Loss
(Millions of dollars)
January 1, 2023$(58)$(55)$5$(108)
Other comprehensive income (loss) before reclassifications74—(1)73
Amounts reclassified to net income (b)(37)1(4)(40)
Other comprehensive income (loss)371(5)33
June 30, 2023$(21)$(54)$—$(75)

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

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

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

Risk- Management Assets/Liabilities
(Millions of dollars)
Commodity derivative instruments expected to be realized within the next 18 months (a)$60
Settled interest-rate swaps to be recognized over the life of the long-term, fixed-rate debt (b)(91)
Interest-rate swaps and Treasury locks with future settlement dates expected to be amortized over the life of long-term debt10
Accumulated other comprehensive loss at June 30, 2023$(21)

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

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

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

I**. EARNINGS PER SHARE**

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

Three Months Ended June 30, 2023
IncomeSharesPer Share Amount
(Millions, except per share amounts)
Basic EPS
Net income available for common stock$468448.3$1.04
Diluted EPS
Effect of dilutive securities—0.7
Net income available for common stock and common stock equivalents$468449.0$1.04
Three Months Ended June 30, 2022
IncomeSharesPer Share Amount
(Millions, except per share amounts)
Basic EPS
Net income available for common stock$414447.5$0.93
Diluted EPS
Effect of dilutive securities—0.7
Net income available for common stock and common stock equivalents$414448.2$0.92
Six Months Ended June 30, 2023
IncomeSharesPer Share Amount
(Millions, except per share amounts)
Basic EPS
Net income available for common stock$1,517448.2$3.38
Diluted EPS
Effect of dilutive securities—0.8
Net income available for common stock and common stock equivalents$1,517449.0$3.38
Six Months Ended June 30, 2022
IncomeSharesPer Share Amount
(Millions, except per share amounts)
Basic EPS
Net income available for common stock$805447.3$1.80
Diluted EPS
Effect of dilutive securities—1.0
Net income available for common stock and common stock equivalents$805448.3$1.80

J**. UNCONSOLIDATED AFFILIATES**

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

Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
(Millions of dollars)
Northern Border$14$16$38$36
Overland Pass1382213
Roadrunner1592218
Other1315
Equity in net earnings from investments$43$36$83$72

We incurred expenses in transactions with unconsolidated affiliates of $27 million and $15 million for the three months ended June 30, 2023 and 2022, respectively, and $55 million and $30 million for the six months ended June 30, 2023 and 2022, respectively, related primarily to Overland Pass and Northern Border. Revenue earned and accounts receivable from, and accounts payable to, our equity-method investees were not material.

We have an operating agreement with Roadrunner that provides for reimbursement or payment to us for management services and certain operating costs. Reimbursements and payments from Roadrunner included in operating income in our Consolidated Statements of Income for all periods presented were not material. In June 2023, we made an equity contribution of $105 million to Roadrunner, which in combination with an equal contribution from our joint venture partner, was used to repay Roadrunner’s outstanding debt.

K**. COMMITMENTS AND CONTINGENCIES**

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

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

L**. REVENUES**

Contract Assets and Contract Liabilities - Our contract asset balances at the beginning and end of the period primarily relate to our firm service transportation contracts with tiered rates, which are not material. Our contract liabilities at the beginning and end of the period primarily represent deferred revenue on storage contracts and deferred revenue on contributions in aid of construction received from customers, which are not material.

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

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

The following table presents aggregate value allocated to unsatisfied performance obligations as of June 30, 2023, and the amounts we expect to recognize in revenue in future periods, related primarily to firm transportation and storage contracts with remaining contract terms ranging from one month to 22 years:

Expected Period of Recognition in Revenue(Millions of dollars)
Remainder of 2023$226
2024400
2025296
2026282
2027 and beyond908
Total$2,112

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

M**. SEGMENTS**

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

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

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

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

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

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

Three Months Ended June 30, 2023Natural Gas Gathering and ProcessingNatural Gas Liquids (a)Natural Gas Pipelines (b)Total Segments
(Millions of dollars)
NGL and condensate sales$550$3,120$—$3,670
Residue natural gas sales219——219
Gathering, processing and exchange services revenue35133—168
Transportation and storage revenue—45146191
Other52—7
Total revenues (c)8093,3001464,255
Cost of sales and fuel (exclusive of depreciation and operating costs)(385)(2,627)(1)(3,013)
Operating costs(115)(161)(49)(325)
Equity in net earnings from investments1132943
Noncash compensation expense and other45110
Segment adjusted EBITDA$314$530$126$970
Depreciation and amortization$(67)$(85)$(16)$(168)
Capital expenditures$84$169$39$292

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

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $103 million, cost of sales and fuel of $8 million and operating costs of $41 million.

(c) - Intersegment revenues are primarily commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly, and for our Natural Gas Gathering and Processing segment totaled $521 million. Intersegment revenues for our Natural Gas Liquids and Natural Gas Pipelines segments were not material.

Three Months Ended June 30, 2023Total SegmentsOther and EliminationsTotal
(Millions of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales$3,670$(521)$3,149
Residue natural gas sales219—219
Gathering, processing and exchange services revenue168—168
Transportation and storage revenue191(2)189
Other7—7
Total revenues (a)$4,255$(523)$3,732
Cost of sales and fuel (exclusive of depreciation and operating costs)$(3,013)$531$(2,482)
Operating costs$(325)$(18)$(343)
Depreciation and amortization$(168)$(2)$(170)
Equity in net earnings from investments$43$—$43
Capital expenditures$292$13$305

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

Three Months Ended June 30, 2022Natural Gas Gathering and ProcessingNatural Gas Liquids (a)Natural Gas Pipelines (b)Total Segments
(Millions of dollars)
NGL and condensate sales$1,039$5,010$—$6,049
Residue natural gas sales660—1661
Gathering, processing and exchange services revenue37140—177
Transportation and storage revenue—40130170
Other4318
Total revenues (c)1,7405,1931327,065
Cost of sales and fuel (exclusive of depreciation and operating costs)(1,398)(4,543)(1)(5,942)
Operating costs(97)(143)(41)(281)
Equity in net earnings from investments192636
Noncash compensation expense and other61—7
Segment adjusted EBITDA$252$517$116$885
Depreciation and amortization$(65)$(75)$(16)$(156)
Capital expenditures$124$150$19$293

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

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $101 million, cost of sales and fuel of $7 million and operating costs of $36 million.

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

Three Months Ended June 30, 2022Total SegmentsOther and EliminationsTotal
(Millions of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales$6,049$(1,062)$4,987
Residue natural gas sales661—661
Gathering, processing and exchange services revenue177—177
Transportation and storage revenue170(2)168
Other8(5)3
Total revenues (a)$7,065$(1,069)$5,996
Cost of sales and fuel (exclusive of depreciation and operating costs)$(5,942)$1,064$(4,878)
Operating costs$(281)$4$(277)
Depreciation and amortization$(156)$(2)$(158)
Equity in net earnings from investments$36$—$36
Capital expenditures$293$9$302

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

Six Months Ended June 30, 2023Natural Gas Gathering and ProcessingNatural Gas Liquids (a)Natural Gas Pipelines (b)Total Segments
(Millions of dollars)
NGL and condensate sales$1,194$6,671$—$7,865
Residue natural gas sales787—25812
Gathering, processing and exchange services revenue73264—337
Transportation and storage revenue—95291386
Other135119
Total revenues (c)2,0677,0353179,419
Cost of sales and fuel (exclusive of depreciation and operating costs)(1,260)(5,722)(15)(6,997)
Operating costs(220)(313)(94)(627)
Equity in net earnings from investments1226083
Noncash compensation expense813324
Other1776—777
Segment adjusted EBITDA$597$1,811$271$2,679
Depreciation and amortization$(134)$(163)$(33)$(330)
Investments in unconsolidated affiliates$27$414$443$884
Total assets$6,854$14,346$2,384$23,584
Capital expenditures$182$306$85$573

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

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $219 million, cost of sales and fuel of $23 million and operating costs of $79 million.

(c) - Intersegment revenues are primarily commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly, and for our Natural Gas Gathering and Processing segment totaled $1.2 billion. Intersegment revenues for our Natural Gas Liquids and Natural Gas Pipelines segments were not material.

Six Months Ended June 30, 2023Total SegmentsOther and EliminationsTotal
(Millions of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales$7,865$(1,155)$6,710
Residue natural gas sales812—812
Gathering, processing and exchange services revenue337—337
Transportation and storage revenue386(4)382
Other19(7)12
Total revenues (a)$9,419$(1,166)$8,253
Cost of sales and fuel (exclusive of depreciation and operating costs)$(6,997)$1,168$(5,829)
Operating costs$(627)$(12)$(639)
Depreciation and amortization$(330)$(2)$(332)
Equity in net earnings from investments$83$—$83
Investments in unconsolidated affiliates$884$1$885
Total assets$23,584$454$24,038
Capital expenditures$573$21$594

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

Six Months Ended June 30, 2022Natural Gas Gathering and ProcessingNatural Gas Liquids (a)Natural Gas Pipelines (b)Total Segments
(Millions of dollars)
NGL and condensate sales$2,043$9,559$—$11,602
Residue natural gas sales1,211—271,238
Gathering, processing and exchange services revenue68276—344
Transportation and storage revenue—87253340
Other105116
Total revenues (c)3,3329,92728113,540
Cost of sales and fuel (exclusive of depreciation and operating costs)(2,687)(8,632)(18)(11,337)
Operating costs(191)(272)(82)(545)
Equity in net earnings from investments3145572
Noncash compensation expense and other108422
Segment adjusted EBITDA$467$1,045$240$1,752
Depreciation and amortization$(128)$(150)$(31)$(309)
Investments in unconsolidated affiliates$28$415$358$801
Total assets$7,085$15,183$2,176$24,444
Capital expenditures$217$276$42$535

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $1.2 billion, of which $1.1 billion related to revenues within the segment, cost of sales and fuel of $298 million and operating costs of $157 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $227 million, cost of sales and fuel of $28 million and operating costs of $71 million.

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

Six Months Ended June 30, 2022Total SegmentsOther and EliminationsTotal
(Millions of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales$11,602$(2,090)$9,512
Residue natural gas sales1,238—1,238
Gathering, processing and exchange services revenue344—344
Transportation and storage revenue340(4)336
Other16(5)11
Total revenues (a)$13,540$(2,099)$11,441
Cost of sales and fuel (exclusive of depreciation and operating costs)$(11,337)$2,093$(9,244)
Operating costs$(545)$4$(541)
Depreciation and amortization$(309)$(3)$(312)
Equity in net earnings from investments$72$—$72
Investments in unconsolidated affiliates$801$—$801
Total assets$24,444$83$24,527
Capital expenditures$535$24$559

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

Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
(Millions of dollars)
Reconciliation of net income to total segment adjusted EBITDA
Net income$468$414$1,517$805
Add:
Interest expense, net of capitalized interest180171346343
Depreciation and amortization170158332312
Income taxes145131475253
Noncash compensation expense and other8121837
Other corporate costs(1)(1)(9)2
Total segment adjusted EBITDA (a)$970$885$2,679$1,752

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

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