ONEOK (NYSE: OKE) lifts Q2 2026 earnings and outlines major growth projects
Rhea-AI Filing Summary
ONEOK, Inc. reported higher Q2 2026 results, with total revenues of $12.049 billion and net income attributable to ONEOK of $966 million, or diluted EPS of $1.53, compared with $7.887 billion of revenues and $1.34 diluted EPS in Q2 2025.
For the first six months of 2026, revenues were $21.667 billion and net income attributable to ONEOK was $1.740 billion, or diluted EPS of $2.75. Adjusted EBITDA rose to $2.121 billion in Q2 and $4.118 billion year‑to‑date, driven mainly by stronger Natural Gas Pipelines and Refined Products and Crude results, higher volumes and optimization and marketing activity.
Operating cash flow for the first half increased to $2.987 billion, funding capital expenditures of $1.477 billion on projects including the Medford fractionator rebuild, MBTC Pipeline, Bighorn plant and Greater Denver expansion. Total long‑term debt (including current maturities) was $31.5 billion, with a leverage ratio of 4.1x under the $3.5 billion credit facility and no borrowings outstanding on that facility.
Positive
- None.
Negative
- None.
Filing Explained
As of June 30, ONEOK had not used its $1.0 billion equity program, but July completed its $1.2 billion term-loan draw.
A Form 10-Q is an unaudited quarterly report. ONEOK reports that its $1.0 billion at-the-market equity program remained unused as of the filing, so it provided financing capacity but had not yet caused a share issuance or dilution; the company also states that its term loan was fully drawn in July 2026, leaving no further borrowing available under it.
An at-the-market program permits gradual sales of new shares into the open market. Because no shares had been sold through this program, the filing establishes potential future dilution rather than dilution from this program at the reported date.
At June 30, 2026, ONEOK reported $161 million of cash, $899 million of commercial paper outstanding, and $600 million drawn under the term loan; it also reported a $1.9 billion working-capital deficit. These figures describe a balance sheet relying on short-term financing alongside operating cash flow and undrawn revolving credit capacity.
The filing also discloses a contingent holder obligation: a joint-venture partner's put right, exercisable beginning on the fourth anniversary of closing, could require ONEOK to purchase all outstanding interests in OWM at a contractually determined price.
Key Figures
Q2 2026 Revenue: $12,049 million
Q2 2026 Net Income Attributable to ONEOK: $966 million
Q2 2026 Diluted EPS: $1.53
+5 more
8 metrics
Q2 2026 Revenue
$12,049 million
Total revenues for the three months ended June 30, 2026
Q2 2026 Net Income Attributable to ONEOK
$966 million
Net income attributable to ONEOK for the three months ended June 30, 2026
Q2 2026 Diluted EPS
$1.53
Diluted earnings per share for the three months ended June 30, 2026
First-Half 2026 Operating Cash Flow
$2,987 million
Cash provided by operating activities for the six months ended June 30, 2026
First-Half 2026 Adjusted EBITDA
$4,118 million
Adjusted EBITDA for the six months ended June 30, 2026
Long-Term Debt Book Value
$31.5 billion
Book value of consolidated long-term debt including current maturities at June 30, 2026
Leverage Ratio
4.1 to 1
Consolidated indebtedness to adjusted EBITDA under the $3.5 Billion Credit Agreement at June 30, 2026
First-Half 2026 Capital Expenditures
$1,477 million
Capital expenditures for the six months ended June 30, 2026
Key Terms
Adjusted EBITDA, cash flow hedges, Term SOFR, Variable Interest Entities, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA is defined as net income adjusted for interest expense, depreciation and amortization"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
cash flow hedges financial
"For the three and six months ended June 30, 2026, the unrealized change in fair value of cash flow hedges"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
Term SOFR financial
"Borrowings under the $1.2 Billion Term Loan Agreement bear interest at Term SOFR plus an applicable margin"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Variable Interest Entities financial
"Consolidated Variable Interest Entities (VIEs) - As of June 30, 2026, our consolidated VIEs consist of OWM, MBTC Pipeline and Ascension"
A variable interest entity (VIE) is a business that a company controls through contracts or special arrangements instead of owning a majority of its shares, like steering a puppet without holding its ticket. Investors care because these arrangements can hide who really bears the financial risks and rewards, affect how assets and liabilities appear on financial statements, and create extra legal or enforcement uncertainty that can change the value and risk of an investment.
take-or-pay agreements financial
"fee-based earnings are primarily supported by long-term contracts with investment-grade counterparties, including minimum volume commitments and take-or-pay agreements"
A take-or-pay agreement is a contract in which a buyer promises to either take an agreed quantity of a product or service from a seller or, if they do not, pay a predefined fee anyway. For investors it matters because these deals create steady, predictable revenue for sellers while locking buyers into payments that can affect their cash flow and credit risk, similar to paying a subscription or reserving a service whether you use it or not.
Allowance for funds used during construction financial
"Capital expenditures (less allowance for equity funds used during construction) were $1,477 million"
Allowance for funds used during construction (AFUDC) is the accounting practice of adding the cost of borrowing money and using company funds while building long-term assets to the value of that asset instead of treating it as an immediate expense. For investors, AFUDC matters because it boosts reported profits and increases the company’s asset base today while deferring financing costs to future periods, similar to adding construction loan interest to the price of a house under renovation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did ONEOK (OKE) perform financially in Q2 2026?
ONEOK’s Q2 2026 revenues were $12.049 billion, up from $7.887 billion a year earlier, with net income attributable to ONEOK of $966 million. Diluted EPS increased to $1.53 from $1.34, reflecting higher volumes and stronger optimization and marketing activity.
What were ONEOK (OKE)'s results for the first half of 2026?
For the six months ended June 30, 2026, ONEOK generated $21.667 billion of revenue and net income attributable to ONEOK of $1.740 billion. Diluted EPS was $2.75, and adjusted EBITDA reached $4.118 billion, supported by all four segments and increased optimization and marketing.
Which segments drove ONEOK (OKE)'s Q2 2026 performance?
In Q2 2026, segment adjusted EBITDA was $546 million for Natural Gas Gathering and Processing, $659 million for Natural Gas Liquids, $297 million for Natural Gas Pipelines, and $627 million for Refined Products and Crude. Growth was led by pipelines and refined products, with higher volumes and marketing earnings.
What is ONEOK (OKE)'s leverage and liquidity position?
As of June 30, 2026, ONEOK’s ratio of consolidated indebtedness to adjusted EBITDA was 4.1 to 1, below the 5.5x covenant. Long‑term debt book value was $31.5 billion, cash was $161 million, and there were no borrowings under the $3.5 billion revolving credit facility.
How much did ONEOK (OKE) invest in capital projects in 2026 to date?
Capital expenditures for the six months ended June 30, 2026 were $1.477 billion. Spending focused on projects such as the Bighorn gas processing plant, Medford fractionator rebuild, Texas City‑related NGL logistics, MBTC Pipeline, Eiger Express participation and the Greater Denver pipeline expansion.
What dividend did ONEOK (OKE) pay and declare in 2026?
In February and May 2026, ONEOK paid a quarterly common stock dividend of $1.07 per share (annualized $4.28), a 4% increase versus the prior year’s comparable quarters. A further $1.07 dividend was declared in July 2026, payable August 14, 2026 to shareholders of record August 3, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2026 .
OR
For the transition period from __________ to __________.
Commission file number 001-13643
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant’s telephone number, including area code (918 ) 588-7000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
On July 27, 2026, the Company had 630,369,667 shares of common stock outstanding.
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ONEOK, Inc.
TABLE OF CONTENTS
Part I. | Financial Information | Page No. | ||||||
Item 1. | Financial Statements (Unaudited) | 6 | ||||||
Consolidated Statements of Income - Three and Six Months Ended June 30, 2026 and 2025 | 6 | |||||||
Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2026 and 2025 | 6 | |||||||
Consolidated Balance Sheets - June 30, 2026, and December 31, 2025 | 7 | |||||||
Consolidated Statements of Cash Flows - Six Months Ended June 30, 2026 and 2025 | 8 | |||||||
Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests - Three and Six Months Ended June 30, 2026 and 2025 | 9 | |||||||
Notes to Consolidated Financial Statements | 11 | |||||||
A. Summary of Significant Accounting Policies | 11 | |||||||
B. Fair Value Measurements | 11 | |||||||
C. Risk-Management and Hedging Activities Using Derivatives | 12 | |||||||
D. Debt | 14 | |||||||
E. Equity | 15 | |||||||
F. Variable Interest Entities | 15 | |||||||
G. Earnings Per Share | 16 | |||||||
H. Unconsolidated Affiliates | 17 | |||||||
I. Commitments and Contingencies | 17 | |||||||
J. Revenues | 18 | |||||||
K. Segments | 18 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 38 | ||||||
Item 4. | Controls and Procedures | 38 | ||||||
Part II. | Other Information | 38 | ||||||
Item 1. | Legal Proceedings | 38 | ||||||
Item 1A. | Risk Factors | 38 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 39 | ||||||
Item 3. | Defaults Upon Senior Securities | 39 | ||||||
Item 4. | Mine Safety Disclosures | 39 | ||||||
Item 5. | Other Information | 39 | ||||||
Item 6. | Exhibits | 39 | ||||||
Signatures | 41 | |||||||
As used in this Quarterly Report, references to “ONEOK,” “we,” “our” or “us” refer to ONEOK, Inc., an Oklahoma corporation, and its predecessors and subsidiaries, including Magellan, EnLink and Medallion, unless the context indicates otherwise.
The statements in this Quarterly Report that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements. Forward-looking statements may include words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “projects,” “scheduled,” “should,” “target,” “will,” “would” and other words and terms of similar meaning. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements” and Part II, Item 1A, “Risk Factors,” in this Quarterly Report, and under Part I, Item 1A, “Risk Factors,” in our Annual Report.
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GLOSSARY
The abbreviations, acronyms and industry terminology used in this Quarterly Report are defined as follows:
$1.2 Billion Term Loan Agreement | The senior unsecured delayed draw 364-day $1.2 billion term loan agreement dated April 24, 2026 | ||||
| $3.5 Billion Credit Agreement | ONEOK’s $3.5 billion amended and restated revolving credit agreement | ||||
| AFUDC | Allowance for funds used during construction | ||||
| Annual Report | Annual Report on Form 10-K for the year ended December 31, 2025 | ||||
| Ascension | Ascension Pipeline Company, LLC, a 50% owned joint venture | ||||
| Bbl | Barrels, 1 barrel is equivalent to 42 United States gallons | ||||
| Bcf | Billion cubic feet | ||||
| Bcf/d | Billion cubic feet per day | ||||
| BridgeTex | BridgeTex Pipeline Company, LLC, a 60% owned joint venture | ||||
| Delaware Basin JV | A 50.1% owned joint venture, and after the Delaware Basin JV Acquisition, a wholly owned subsidiary of ONEOK | ||||
| Delaware Basin JV Acquisition | The transaction completed on May 28, 2025, pursuant to which ONEOK acquired the remaining 49.9% noncontrolling interest in Delaware Basin JV | ||||
| EBITDA | Earnings before interest expense, income taxes, depreciation and amortization | ||||
Eiger | Eiger Express Holdings, LLC, a 25.5% owned joint venture, including the 10.5% held through Matterhorn | ||||
| EnLink | EnLink Midstream, LLC, and after the EnLink Acquisition, Elk Merger Sub II, L.L.C., a wholly owned subsidiary of ONEOK | ||||
| EnLink Acquisition | The transactions pursuant to which ONEOK acquired a controlling interest in, and subsequently all outstanding publicly held common units of, EnLink, completed on October 15, 2024, and January 31, 2025, respectively, resulting in EnLink becoming a wholly owned subsidiary of ONEOK | ||||
| EnLink Partners | EnLink Midstream Partners, LP, a wholly owned subsidiary of ONEOK | ||||
| EPS | Earnings per share of common stock | ||||
| ESG | Environmental, social and governance | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FERC | Federal Energy Regulatory Commission | ||||
| Fitch | Fitch Ratings, Inc. | ||||
| GAAP | Accounting principles generally accepted in the United States of America | ||||
| Intermediate Partnership | ONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of ONEOK | ||||
| Magellan | Magellan Midstream Partners, L.P., a wholly owned subsidiary of ONEOK | ||||
| Matterhorn | MXP Parent, LLC, a 15% owned joint venture | ||||
| MBbl/d | Thousand barrels per day | ||||
| MBTC Pipeline | MBTC Pipeline LLC, an 80% owned joint venture | ||||
| MDth/d | Thousand dekatherms per day | ||||
| Medallion | Medallion Parent Holdings, L.L.C., a wholly owned subsidiary of ONEOK | ||||
| MMBbl | Million barrels | ||||
| MMcf/d | Million cubic feet per day | ||||
| Moody’s | Moody’s Investors Service, Inc. | ||||
| NGL(s) | Natural gas liquid(s) | ||||
| Northern Border | Northern Border Pipeline Company, a 50% owned joint venture | ||||
| ONEOK | ONEOK, Inc. | ||||
| ONEOK Partners | ONEOK Partners, L.P., a wholly owned subsidiary of ONEOK | ||||
| OWM | ONEOK Wyoming Midstream, LLC, an 85% owned joint venture | ||||
| Overland Pass | Overland Pass Pipeline Company, LLC, a 50% owned joint venture | ||||
| Powder Springs | Powder Springs Logistics, LLC, a 50% owned joint venture | ||||
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| Purity NGLs | Marketable natural gas liquid purity products, such as ethane, ethane/propane mix, propane, iso-butane, normal butane and natural gasoline | ||||
| Quarterly Report(s) | Quarterly Report(s) on Form 10-Q | ||||
| Refined Products | The output from crude oil refineries, including products such as gasoline, diesel fuel, aviation fuel, kerosene and heating oil | ||||
| Roadrunner | Roadrunner Gas Transmission Holdings, LLC, a 50% owned joint venture | ||||
| S&P | S&P Global Ratings | ||||
| Saddlehorn | Saddlehorn Pipeline Company, LLC, a 40% owned joint venture | ||||
| SEC | Securities and Exchange Commission | ||||
| Term SOFR | The forward-looking term rate based on Secured Overnight Financing Rate (SOFR) | ||||
| Texas City Logistics | Texas City Logistics, LLC, a 50% owned joint venture | ||||
| XBRL | eXtensible Business Reporting Language | ||||
INFORMATION AVAILABLE ON OUR WEBSITE
We make available, free of charge, on our website (www.oneok.com) copies of our Annual Reports, Quarterly Reports, Current Reports on Form 8-K, Proxy Statements, amendments to those reports filed or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act and reports of holdings of our securities filed by our officers and directors under Section 16 of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC. Copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Director Independence Guidelines, Corporate Sustainability Report and the written charters of our Board Committees also are available on our website, and we will provide copies of these documents upon request.
In addition to our filings with the SEC and materials posted on our website, we also use social media platforms as additional channels of distribution to reach public investors. Information contained on our website or posted on our social media accounts, including any corresponding applications, are not incorporated by reference into this report.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| ONEOK, Inc. and Subsidiaries | |||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF INCOME | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| (Millions of dollars, except per share amounts) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Commodity sales | $ | $ | $ | $ | |||||||||||||||||||
| Services and other | |||||||||||||||||||||||
| Total revenues (Note J) | |||||||||||||||||||||||
| Cost of sales and fuel (exclusive of items shown separately below) | |||||||||||||||||||||||
| Operations and maintenance | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| General taxes | |||||||||||||||||||||||
| Transaction costs | |||||||||||||||||||||||
| Other operating expense (income), net | ( | ||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Equity in net earnings from investments (Note H) | |||||||||||||||||||||||
| Impairment of equity investments (Note H) | ( | ||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
Interest expense (net of capitalized interest of $ | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income attributable to ONEOK | $ | $ | $ | $ | |||||||||||||||||||
| Basic EPS (Note G) | $ | $ | $ | $ | |||||||||||||||||||
| Diluted EPS (Note G) | $ | $ | $ | $ | |||||||||||||||||||
Average shares (millions) | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
(Unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||
| Other comprehensive income (loss), net of tax | ||||||||||||||||||||
Change in fair value of derivatives, net of tax of $( | ( | |||||||||||||||||||
Derivative amounts reclassified to net income, net of tax of $( | ||||||||||||||||||||
Changes in benefit plan obligations and other, net of tax of $ | ||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | |||||||||||||||||||
| Comprehensive income | ||||||||||||||||||||
Less: Comprehensive income attributable to noncontrolling interests | ||||||||||||||||||||
| Comprehensive income attributable to ONEOK | $ | $ | $ | $ | ||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
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| ONEOK, Inc. and Subsidiaries | ||||||||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||||||||
| June 30, | December 31, | |||||||||||||
| (Unaudited) | 2026 | 2025 | ||||||||||||
| Assets | (Millions of dollars) | |||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Inventories | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment | ||||||||||||||
| Property, plant and equipment | ||||||||||||||
| Accumulated depreciation and amortization | ||||||||||||||
| Net property, plant and equipment | ||||||||||||||
| Other assets | ||||||||||||||
| Investments in unconsolidated affiliates | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Other assets | ||||||||||||||
| Total other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities, redeemable noncontrolling interests and equity | ||||||||||||||
| Current liabilities | ||||||||||||||
| Current maturities of long-term debt (Note D) | $ | $ | ||||||||||||
| Short-term borrowings (Note D) | ||||||||||||||
| Accounts payable | ||||||||||||||
| Accrued interest | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt, excluding current maturities | ||||||||||||||
| Deferred credits and other liabilities | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other deferred credits | ||||||||||||||
| Total deferred credits and other liabilities | ||||||||||||||
| Commitments and contingencies (Note I) | ||||||||||||||
| Redeemable noncontrolling interests in consolidated subsidiaries (Note F) | ||||||||||||||
| Equity (Note E) | ||||||||||||||
Common stock, $ authorized June 30, 2026; issued December 31, 2025 | ||||||||||||||
| Paid-in capital | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
Treasury stock, at cost: December 31, 2025 | ( | ( | ||||||||||||
| Total ONEOK shareholders' equity | ||||||||||||||
| Noncontrolling interests in consolidated subsidiaries | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities, redeemable noncontrolling interests and equity | $ | $ | ||||||||||||
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) | 2026 | 2025 | ||||||||||||
| (Millions of dollars) | ||||||||||||||
| Operating activities | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Equity in net earnings from investments (Note H) | ( | ( | ||||||||||||
| Impairment of equity investments (Note H) | ||||||||||||||
| Distributions received from unconsolidated affiliates | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other, net | ||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable | ( | ( | ||||||||||||
| Inventories, net of commodity imbalances | ( | ( | ||||||||||||
| Accounts payable | ||||||||||||||
| Other assets and liabilities, net | ( | ( | ||||||||||||
| Cash provided by operating activities | ||||||||||||||
| Investing activities | ||||||||||||||
| Capital expenditures (less allowance for equity funds used during construction) | ( | ( | ||||||||||||
| Contributions to unconsolidated affiliates | ( | ( | ||||||||||||
| Other, net | ||||||||||||||
| Cash used in investing activities | ( | ( | ||||||||||||
| Financing activities | ||||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Short-term borrowings, net | ||||||||||||||
$ | ||||||||||||||
| Delaware Basin JV Acquisition | ( | ( | ||||||||||||
| Extinguishment of long-term debt (Note D) | ( | ( | ||||||||||||
| Other, net | ( | |||||||||||||
| Cash used in financing activities | ( | ( | ||||||||||||
| Change in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||
See accompanying Notes to Consolidated Financial Statements.
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| ONEOK, Inc. and Subsidiaries | ||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | ||||||||||||||||||||||||||
| ONEOK Shareholders' Equity | ||||||||||||||||||||||||||
| (Unaudited) | Common Stock | Paid-in Capital | AOCL* | Retained Earnings | Treasury Stock | Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | ||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||
| January 1, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||
| Other comprehensive loss | — | — | ( | — | — | — | ( | — | ||||||||||||||||||
| Common stock issued | — | — | — | — | — | |||||||||||||||||||||
Common stock dividends - $ | — | — | — | ( | — | — | ( | — | ||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | ( | ( | — | ||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | ||||||||||||||||||||
| Contributions from redeemable noncontrolling interests (Note F) | — | — | — | — | — | — | — | |||||||||||||||||||
| Other, net | — | — | — | ( | — | — | ( | — | ||||||||||||||||||
| March 31, 2026 | ( | ( | ||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||
| Common stock issued | — | — | — | — | — | |||||||||||||||||||||
Common stock dividends - $ | — | — | — | ( | — | — | ( | — | ||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | ( | ( | — | ||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | ||||||||||||||||||||
| Contributions from redeemable noncontrolling interests (Note F) | — | — | — | — | — | — | — | |||||||||||||||||||
| Other, net | — | — | — | — | ||||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||
*Accumulated other comprehensive loss
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| ONEOK, Inc. and Subsidiaries | ||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | ||||||||||||||||||||||||||
| (Continued) | ONEOK Shareholders' Equity | |||||||||||||||||||||||||
| (Unaudited) | Preferred Stock | Common Stock | Paid-in Capital | AOCL* | Retained Earnings | Treasury Stock | Noncontrolling Interests | Total Equity | ||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||
| January 1, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
Preferred stock dividends - $ | — | — | — | — | — | — | — | — | ||||||||||||||||||
| Common stock issued | — | — | ( | — | — | — | ( | |||||||||||||||||||
Common stock dividends - $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | ( | — | ( | ||||||||||||||||||
| EnLink Acquisition | — | — | — | — | ( | |||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | ||||||||||||||||||||
| Other, net | — | — | — | ( | — | |||||||||||||||||||||
| March 31, 2025 | ( | ( | ||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||
| Common stock issued | — | — | — | — | — | |||||||||||||||||||||
Common stock dividends - $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Delaware Basin JV Acquisition | — | — | — | — | — | ( | ( | |||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | ||||||||||||||||||||
| Other, net | — | — | ( | — | ( | — | ( | ( | ||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||
*Accumulated other comprehensive loss
See accompanying Notes to Consolidated Financial Statements.
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ONEOK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently Issued Accounting Standards Update - Changes to GAAP are established by the Financial Accounting Standards Board (FASB) in the form of Accounting Standards Updates (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. Except as discussed below, there have been no new accounting pronouncements that have become effective or have been issued that are of significance or potential significance to us during the quarter, and no material updates to recently issued standards disclosed in our Annual Report.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which provides guidance for the recognition, measurement, presentation and disclosure of environmental credits and environmental credit obligations. ASU 2026-02 is effective for fiscal years and interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
B. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements - The following tables set forth our recurring fair value measurements as of the dates indicated:
| June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total - Gross | Netting (a) | Total - Net | ||||||||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Total derivative assets | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Total derivative liabilities | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets 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, 2026, we held no cash and posted cash of $46 million with a counterparty, which is included in other current assets in our Consolidated Balance Sheets.
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| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total - Gross | Netting (a) | Total - Net | ||||||||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Total derivative assets | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Total derivative liabilities | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets 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, 2025, we held no cash and posted cash of $4 million with a counterparty, which is included in other current assets in our Consolidated Balance Sheets.
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 significant observable market data, including interest rates and credit spreads. 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 mutual funds, municipal bonds and other fixed income securities classified as Level 1 and Level 2.
The book value of our consolidated long-term debt, including current maturities, was $31.5 billion and $32.0 billion at June 30, 2026, and December 31, 2025, respectively. The estimated fair value of our consolidated long-term debt, including current maturities, was $31.8 billion and $32.7 billion at June 30, 2026, and December 31, 2025, 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.
C. RISK-MANAGEMENT AND HEDGING ACTIVITIES USING DERIVATIVES
Risk-management Activities - We are sensitive to changes in the prices of natural gas, NGLs, Refined Products and crude oil, 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, NGLs, Refined Products, condensate and crude oil purchases and sales; to reduce our exposure to commodity price and interest-rate fluctuations; and to achieve more predictable cash flows. Additionally, we may use physical-forward purchases and financial derivatives to reduce commodity price risk associated with power and natural gas used to operate our facilities. 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, Refined Products and crude oil. 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. At June 30, 2026, and December 31, 2025, we had no
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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, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Location in our Consolidated Balance Sheets | Assets | (Liabilities) | Assets | (Liabilities) | ||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | ||||||||||||||||||||||||||
| Commodity contracts (a) | Other current assets | $ | $ | ( | $ | $ | ( | |||||||||||||||||||
| Other assets | ( | |||||||||||||||||||||||||
| Total derivatives designated as hedging instruments | ( | ( | ||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||
| Commodity contracts (a) | Other current assets | ( | ( | |||||||||||||||||||||||
| Other assets | ( | |||||||||||||||||||||||||
| Total derivatives not designated as hedging instruments | ( | ( | ||||||||||||||||||||||||
| Total derivatives | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Notional Quantities for Derivative Instruments - The following table sets forth the notional quantities for our derivative instruments, consisting of futures and swaps, held as of the dates indicated:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Net Purchased/Payor (Sold/Receiver) | |||||||||||
| Derivatives designated as hedging instruments: | |||||||||||
| Cash flow hedges | |||||||||||
| Fixed price | |||||||||||
- Natural gas (Bcf) | ( | ( | |||||||||
- NGLs, Refined Products and crude oil (MMBbl) | ( | ( | |||||||||
| Basis | |||||||||||
- Natural gas (Bcf) | ( | ( | |||||||||
- NGLs, Refined Products and crude oil (MMBbl) | ( | ||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||
| Fixed price | |||||||||||
- Natural gas (Bcf) | ( | ( | |||||||||
- NGLs, Refined Products and crude oil (MMBbl) | ( | ||||||||||
| Basis | |||||||||||
- Natural gas (Bcf) | ( | ||||||||||
| Swing Swaps | |||||||||||
- Natural gas (Bcf) | ( | ||||||||||
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Cash Flow Hedges - At June 30, 2026, and December 31, 2025, the accumulated other comprehensive income (loss) relating to risk-management assets and liabilities, net of taxes, was $17 million and $19 million, respectively. Corresponding unrealized gains (losses) related to risk-management assets and liabilities at June 30, 2026, and December 31, 2025, were not material.
For the three and six months ended June 30, 2026, the unrealized change in fair value of cash flow hedges in other comprehensive income (loss) related to commodity contracts was $23 million and $(371 ) million, respectively.
The following table sets forth the effect of cash flow hedges on net income for the periods indicated:
| Derivatives in Cash Flow Hedging Relationships | Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income | Three Months Ended | Six Months Ended | |||||||||||
| June 30, | June 30, | |||||||||||||
| 2026 | 2026 | |||||||||||||
(Millions of dollars) | ||||||||||||||
| Commodity contracts | Commodity sales revenues | $ | ( | $ | ( | |||||||||
| Cost of sales and fuel | ( | |||||||||||||
| Interest-rate contracts | Interest expense | ( | ( | |||||||||||
| Total change in fair value of cash flow hedges reclassified from accumulated other comprehensive loss into net income on derivatives | $ | ( | $ | ( | ||||||||||
For the three and six months ended June 30, 2025, the unrealized change in fair value of cash flow hedges in other comprehensive income (loss) related to commodity contracts and the effect of cash flow hedges on net income were not material.
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.
D. DEBT
Current Maturities - At June 30, 2026, our current maturities of long-term debt consisted of $750 million, 5.55 % senior notes due November 2026.
Commercial Paper Program - At June 30, 2026, we had $899 million of commercial paper outstanding, bearing a weighted-average interest rate of 4.06 %. At December 31, 2025, we had $820 million of commercial paper outstanding, bearing a weighted-average interest rate of 3.91 %.
$3.5 Billion Credit Agreement - Our $3.5 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 $3.5 Billion Credit Agreement, adjusted for all noncash items and increased for projected EBITDA from certain lender-approved capital expansion projects). In addition, adjusted EBITDA as defined in our $3.5 Billion Credit Agreement allows inclusion of the trailing 12 months of consolidated adjusted EBITDA of an acquired business. In December 2025, we completed the acquisition of a system of gas gathering assets, which allowed us to effectively extend the acquisition adjustment period under our $3.5 Billion Credit Agreement and, as a result, our leverage ratio covenant of 5.5 to 1 was extended through the quarter ending June 30, 2026, after which it will decrease to 5.0 to 1. As of June 30, 2026, we had no outstanding borrowings, our ratio of consolidated indebtedness to adjusted EBITDA was 4.1 to 1, and we were in compliance with all covenants under our $3.5 Billion Credit Agreement.
$1.2 Billion Term Loan Agreement - In April 2026, we entered into a $1.2 Billion Term Loan Agreement, which was available to be drawn in up to two borrowings within 90 days of the closing date. Borrowings under the $1.2 Billion Term Loan Agreement bear interest at Term SOFR plus an applicable margin of 95 basis points. The $1.2 Billion Term Loan Agreement matures 364 days after June 23, 2026, the date of the initial borrowing, and may be used for working capital, capital expenditures, acquisitions, mergers and for other general corporate purposes. The $1.2 Billion Term Loan Agreement allows prepayment of all or any portion outstanding, without penalty or premium, and contains substantially the same covenants as those contained in our $3.5 Billion Credit Agreement. As of June 30, 2026, we had $600 million of borrowings outstanding at an interest rate of 4.59 % under the $1.2 Billion Term Loan Agreement.
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Subsequent event - In July 2026, the remaining borrowings available under the $1.2 Billion Term Loan Agreement were fully drawn and no additional amounts may be borrowed.
Debt Extinguishments - In April 2026, we redeemed the remaining $491 million of our $500 million, 4.85 % senior notes due July 2026 at 100 % of the outstanding principal amount, plus accrued and unpaid interest, with short-term borrowings.
Debt Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness. For further details on our indebtedness, see Note G of the Notes to Consolidated Financial Statements in our Annual Report.
E. EQUITY
Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors. Dividends paid on our common stock in February and May 2026 were $1.07 1.07 per share in July 2026. The quarterly common stock dividend will be paid on August 14, 2026, to shareholders of record at the close of business on August 3, 2026.
F. VARIABLE INTEREST ENTITIES
Consolidated Variable Interest Entities (VIEs) - As of June 30, 2026, our consolidated VIEs consist of OWM, MBTC Pipeline and Ascension. We are the managing member of each entity. These entities are VIEs because the nonmanaging member does not have substantive rights (except in the case of default and other triggering events) to remove us as the managing member or participating rights over the managing member. As the managing member, we are the primary beneficiary because we control the decisions that most significantly impact these entities.
In January 2026, we entered into an agreement to form OWM, which owns natural gas gathering and processing assets in Wyoming. Pursuant to the agreement, our joint venture partner holds a put right, which, if exercised, would require us to purchase all of the outstanding interests in OWM, beginning on the fourth anniversary of closing, at a contractually determined put price. As the put right is outside of our control, we recorded redeemable noncontrolling interests classified as temporary equity in our Consolidated Balance Sheets.
As of December 31, 2025, the assets and liabilities of our consolidated VIEs were not material. The following table presents the balance sheet information for the assets and liabilities that are only for the use or obligation of our consolidated VIEs, which were included in our Consolidated Balance Sheets as of June 30, 2026:
| June 30, 2026 | ||||||||
| (Millions of dollars) | ||||||||
| Assets: | ||||||||
| Cash and cash equivalents | $ | |||||||
| Accounts receivable, net | $ | |||||||
| Other current assets | $ | |||||||
| Net property, plant and equipment | $ | |||||||
| Liabilities: | ||||||||
| Accounts payable | $ | |||||||
| Other deferred credits | $ | |||||||
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G. EARNINGS PER SHARE
The following tables set forth the computation of basic and diluted EPS for the periods indicated:
| Three Months Ended June 30, 2026 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | $ | |||||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | $ | |||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | $ | |||||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | $ | |||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | $ | |||||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | $ | |||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | $ | |||||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | $ | |||||||||||||||
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H. UNCONSOLIDATED AFFILIATES
Equity in Net Earnings from Investments and Impairments - The following table sets forth our equity in net earnings from investments for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||
| Northern Border | $ | $ | $ | $ | |||||||||||||||||||
| Overland Pass | |||||||||||||||||||||||
| Matterhorn | |||||||||||||||||||||||
| Saddlehorn | |||||||||||||||||||||||
| Roadrunner | |||||||||||||||||||||||
| BridgeTex | |||||||||||||||||||||||
| Powder Springs | ( | ( | |||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | $ | |||||||||||||||||||
| Impairment of equity investments | $ | $ | $ | ( | $ | ||||||||||||||||||
We incurred expenses in transactions with unconsolidated affiliates of $70 million and $96 million for the three months ended June 30, 2026 and 2025, respectively, and $145 million and $176 million for the six months ended June 30, 2026 and 2025, respectively, related primarily to Overland Pass, Matterhorn and Northern Border. Revenue earned and accounts receivable from, and accounts payable to, our unconsolidated affiliates were not material.
We are the operator of Roadrunner, BridgeTex, Saddlehorn and Powder Springs. In each case, we have operating agreements that provide for reimbursement or payment to us for management services and certain operating costs. Reimbursements and payments included in operating income in our Consolidated Statements of Income for all periods presented were not material.
For the six months ended June 30, 2026, we made equity contributions to Texas City Logistics, Eiger and Matterhorn of $149 million, $100 million and $72 million, respectively, which, in combination with contributions from our joint venture partners, were primarily used for funding capital projects.
Impairment Charges - In the first quarter of 2026, we evaluated and concluded that the full carrying value of our 50 % investment in Powder Springs in our Refined Products and Crude segment was not recoverable and recorded a noncash impairment charge of $60 million, which included $52 million related to a basis difference associated with property, plant and equipment and equity-method goodwill. This impairment charge is reported within impairment of equity investments in our Consolidated Statements of Income. The estimated fair value of the equity investment is classified as Level 3. Our accounting policies for evaluating and testing our equity-method investments in unconsolidated affiliates for impairment are consistent with those discussed in Note A of the Notes to Consolidated Financial Statements in our Annual Report.
I. COMMITMENTS AND CONTINGENCIES
Regulatory, Environmental and Safety Matters - The operation of pipelines, terminals, plants and other facilities for the gathering, processing, fractionation, transportation and storage of 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, terminals, 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 adversely affect 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.
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J. REVENUES
Contract Assets and Contract Liabilities - Our contract asset balances at the beginning and end of the period were not material. Our contract liabilities at the beginning and end of the period primarily related to deferred revenue on Refined Products and crude oil transportation contracts, NGL storage contracts and contributions in aid of construction received from customers, which were not material.
Receivables from Customer and Revenue Disaggregation - Substantially all of the balances in accounts receivable on our Consolidated Balance Sheets at June 30, 2026, and December 31, 2025, related to customer receivables. Revenue sources are disaggregated in Note K.
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, 2026, 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 23 years.
| Expected Period of Recognition in Revenue | (Millions of dollars) | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 and beyond | ||||||||
| Total | $ | |||||||
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 certain minimum volume agreements, which we consider to be fully constrained until invoiced.
K. SEGMENTS
Segment Descriptions - Our operations are divided into four reportable business segments, as follows:
•our Natural Gas Gathering and Processing segment gathers, compresses, treats, processes and markets natural gas;
•our Natural Gas Liquids segment gathers, treats, fractionates, transports, stores, markets and distributes NGLs;
•our Natural Gas Pipelines segment transports, stores and markets natural gas; and
•our Refined Products and Crude segment gathers, transports, stores, distributes, blends and markets Refined Products and crude oil.
Other and eliminations consist of corporate costs, the operating 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.
The significant expense categories and amounts included in the tables below align with the segment-level information that is regularly provided to the chief operating decision-maker. Total assets by segment is excluded from the tables below as that information is not regularly provided to the chief operating decision-maker.
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Operating Segment Information - The following tables set forth certain selected financial information for our operating segments for the periods indicated:
| Three Months Ended June 30, 2026 | Natural Gas Gathering and Processing | Natural Gas Liquids | Natural Gas Pipelines | Refined Products and Crude | Total Segments | ||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||
| Liquids commodity sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residue natural gas sales | |||||||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||||||||||||||
| Transportation and storage revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenues (a) | |||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Operating costs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Noncash compensation expense and other | ( | ( | |||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly. Intersegment revenues totaled $1.5 billion for the Natural Gas Gathering and Processing segment, $0.4 billion for the Natural Gas Liquids segment and were not material for the Refined Products and Crude and Natural Gas Pipelines segments.
| Three Months Ended June 30, 2026 | Total Segments | Other and Eliminations | Total | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| Reconciliations of total segments to consolidated | |||||||||||||||||
| Liquids commodity sales | $ | $ | ( | $ | |||||||||||||
| Residue natural gas sales | ( | ||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||
| Transportation and storage revenue | ( | ||||||||||||||||
| Other revenue | ( | ||||||||||||||||
| Total revenues (a) | $ | $ | ( | $ | |||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | ( | $ | $ | ( | ||||||||||||
| Operating costs | $ | ( | $ | ( | $ | ( | |||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | |||||||||||
| Equity in net earnings from investments | $ | $ | $ | ||||||||||||||
| Capital expenditures | $ | $ | $ | ||||||||||||||
(a) - Substantially all of our revenues are related to contracts with customers.
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| Three Months Ended June 30, 2025 | Natural Gas Gathering and Processing | Natural Gas Liquids | Natural Gas Pipelines | Refined Products and Crude | Total Segments | ||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||
| Liquids commodity sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residue natural gas sales | |||||||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||||||||||||||
| Transportation and storage revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenues (a) | |||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Operating costs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Noncash compensation expense and other | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | Total Segments | Other and Eliminations | Total | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| Reconciliations of total segments to consolidated | |||||||||||||||||
| Liquids commodity sales | $ | $ | ( | $ | |||||||||||||
| Residue natural gas sales | ( | ||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||
| Transportation and storage revenue | ( | ||||||||||||||||
| Other revenue | ( | ||||||||||||||||
| Total revenues (a) | $ | $ | ( | $ | |||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | ( | $ | $ | ( | ||||||||||||
| Operating costs | $ | ( | $ | $ | ( | ||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | |||||||||||
| Equity in net earnings from investments | $ | $ | $ | ||||||||||||||
| Capital expenditures | $ | $ | $ | ||||||||||||||
(a) - Substantially all of our revenues are related to contracts with customers.
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| Six Months Ended June 30, 2026 | Natural Gas Gathering and Processing | Natural Gas Liquids | Natural Gas Pipelines | Refined Products and Crude | Total Segments | ||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||
| Liquids commodity sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residue natural gas sales | |||||||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||||||||||||||
| Transportation and storage revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenues (a) | |||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Operating costs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Noncash compensation expense and other | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Impairment of equity investments | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly. Intersegment revenues totaled $2.5 billion for the Natural Gas Gathering and Processing segment, $0.7 billion for the Natural Gas Liquids segment and were not material for the Refined Products and Crude and Natural Gas Pipelines segments.
| Six Months Ended June 30, 2026 | Total Segments | Other and Eliminations | Total | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| Reconciliations of total segments to consolidated | |||||||||||||||||
| Liquids commodity sales | $ | $ | ( | $ | |||||||||||||
| Residue natural gas sales | ( | ||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||
| Transportation and storage revenue | ( | ||||||||||||||||
| Other revenue | ( | ||||||||||||||||
| Total revenues (a) | $ | $ | ( | $ | |||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | ( | $ | $ | ( | ||||||||||||
| Operating costs | $ | ( | $ | ( | $ | ( | |||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | |||||||||||
| Equity in net earnings from investments | $ | $ | $ | ||||||||||||||
| Impairment of equity investments | $ | ( | $ | $ | ( | ||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | ||||||||||||||
| Capital expenditures | $ | $ | $ | ||||||||||||||
(a) - Substantially all of our revenues are related to contracts with customers.
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| Six Months Ended June 30, 2025 | Natural Gas Gathering and Processing | Natural Gas Liquids | Natural Gas Pipelines | Refined Products and Crude | Total Segments | ||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||
| Liquids commodity sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residue natural gas sales | |||||||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||||||||||||||
| Transportation and storage revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenues (a) | |||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Operating costs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Noncash compensation expense and other | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly. Intersegment revenues totaled $1.3 billion for the Natural Gas Gathering and Processing segment, $1.0 billion for the Natural Gas Liquids segment, $0.2 billion for the Refined Products and Crude segment and were not material for the Natural Gas Pipelines segment.
| Six Months Ended June 30, 2025 | Total Segments | Other and Eliminations | Total | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| Reconciliations of total segments to consolidated | |||||||||||||||||
| Liquids commodity sales | $ | $ | ( | $ | |||||||||||||
| Residue natural gas sales | ( | ||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||
| Transportation and storage revenue | ( | ||||||||||||||||
| Other revenue | ( | ||||||||||||||||
| Total revenues (a) | $ | $ | ( | $ | |||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | ( | $ | $ | ( | ||||||||||||
| Operating costs | $ | ( | $ | ( | $ | ( | |||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | |||||||||||
| Equity in net earnings from investments | $ | $ | $ | ||||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | ||||||||||||||
| Capital expenditures | $ | $ | $ | ||||||||||||||
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| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Reconciliation of income before income taxes to total segment adjusted EBITDA | (Millions of dollars) | |||||||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest expense, net of capitalized interest | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
Adjusted EBITDA from unconsolidated affiliates | ||||||||||||||||||||||||||
| Equity in net earnings from investments | ( | ( | ( | ( | ||||||||||||||||||||||
| Impairment of equity investments | ||||||||||||||||||||||||||
| Noncash compensation expense and other (a) | ||||||||||||||||||||||||||
| Corporate other (a) | ( | |||||||||||||||||||||||||
| Total segment adjusted EBITDA | $ | $ | $ | $ | ||||||||||||||||||||||
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.
Business Update and Market Conditions - Earnings increased in the second quarter of 2026, compared with the second quarter of 2025, due primarily to higher NGL, Refined Products and natural gas volumes and higher optimization and marketing activity.
Geopolitical conditions in the Middle East continue to impact our industry and contributed to a volatile commodity price environment for the six months ended June 30, 2026. These conditions highlight the importance of a reliable energy supply and infrastructure that support the United States economy and national security. We operate an integrated, reliable, resilient and regionally diversified network of gathering, processing, fractionation, transportation, storage and marine export assets connecting supply in the Rocky Mountain, Mid-Continent, Permian and Gulf Coast regions with key market centers. Our assets are well positioned to provide midstream services to producers and end-use markets to help meet domestic and international energy demand.
Each of our four reportable segments is primarily fee-based, and we expect our consolidated earnings to be approximately 90% fee-based in 2026. Our fee-based earnings are primarily supported by long-term contracts with investment-grade counterparties, including minimum volume commitments and take-or-pay agreements. While we remain well positioned to reduce downside exposure to commodity price volatility, we may use our integrated midstream network to capture product, location and seasonal price differentials in our optimization and marketing businesses as we deliver volumes to where they are needed most.
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Capital Projects - Our primary capital projects are outlined in the table below:
| Project | Scope | Approximate Cost (a) | Expected Completion | ||||||||
| Natural Gas Gathering and Processing | (In millions) | ||||||||||
Bighorn plant | 300 MMcf/d processing plant with carbon dioxide treater in the Permian Basin | $365 | Mid-2027 | ||||||||
| Natural Gas Liquids | |||||||||||
Medford fractionator | Rebuild our 210 MBbl/d NGL fractionation facility in Medford, Oklahoma | $485 | (b) | ||||||||
Texas City Logistics export terminal (c) | 400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas | $700 | Early 2028 | ||||||||
| MBTC Pipeline | 24-inch pipeline from Mont Belvieu, Texas, storage facility to the new Texas City, Texas, export terminal | $280 | Early 2028 | ||||||||
| Natural Gas Pipelines | |||||||||||
| Eiger Express Pipeline (c) | 450-mile, 48-inch natural gas pipeline from the Permian Basin to Katy, Texas, with capacity of 3.7 Bcf/d | $350 | Mid-2028 | ||||||||
| Refined Products and Crude | |||||||||||
Greater Denver pipeline expansion | Increase total system capacity by 35 MBbl/d with additional expansion opportunities | $480 | Third Quarter 2026 | ||||||||
(a) - Excludes capitalized interest/AFUDC. For our Texas City Logistics, MBTC Pipeline and Eiger joint venture projects, the amounts presented exclude capital contributions from the other joint venture members.
(b) - This project is expected to be completed in two phases, with the first phase of 100 MBbl/d completed in the fourth quarter of 2026, and the second phase of 110 MBbl/d completed in the first quarter of 2027.
(c) - Our investments in Texas City Logistics and Eiger are accounted for using the equity method. Spending on these projects is recorded as contributions to unconsolidated affiliates.
In our Natural Gas Gathering and Processing segment, we completed the relocation of a 150 MMcf/d processing plant to the Permian Basin from North Texas, which went into service in the first quarter of 2026.
For a discussion of our capital expenditure financing, see “Capital Expenditures” in the “Liquidity and Capital Resources” section.
Debt Extinguishments - In April 2026, we redeemed the remaining $491 million of our $500 million, 4.85% senior notes due July 2026 at 100% of the outstanding principal amount, plus accrued and unpaid interest, with short-term borrowings.
$1.2 Billion Term Loan Agreement - In April 2026, we entered into a $1.2 Billion Term Loan Agreement, which was available to be drawn in up to two borrowings within 90 days of the closing date. Borrowings under the $1.2 Billion Term Loan Agreement bear interest at Term SOFR plus an applicable margin of 95 basis points. The $1.2 Billion Term Loan Agreement matures 364 days after June 23, 2026, the date of the initial borrowing, and may be used for working capital, capital expenditures, acquisitions, mergers and for other general corporate purposes. The $1.2 Billion Term Loan Agreement allows prepayment of all or any portion outstanding, without penalty or premium, and contains substantially the same covenants as those contained in our $3.5 Billion Credit Agreement. As of June 30, 2026, we had $600 million of borrowings outstanding at an interest rate of 4.59% under the $1.2 Billion Term Loan Agreement. In July 2026, the remaining borrowings available under the $1.2 Billion Term Loan Agreement were fully drawn and no additional amounts may be borrowed.
Dividends - In February and May 2026, we paid a quarterly common stock dividend of $1.07 per share ($4.28 per share on an annualized basis), an increase of 4% compared with the same quarters in the prior year. Our dividend growth is due primarily to the increase in cash flows resulting from the growth of our operations. We declared a quarterly common stock dividend of $1.07 per share in July 2026. The quarterly common stock dividend will be paid on August 14, 2026, to shareholders of record at the close of business on August 3, 2026.
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
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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, noncash compensation expense and certain other noncash items. Our calculation includes adjusted EBITDA related to our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net earnings from investments. Adjusted EBITDA from our unconsolidated affiliates is calculated consistently with the definition above and excludes items such as interest expense, depreciation and amortization, income taxes and other noncash items. Although the amounts related to our unconsolidated affiliates are included in the calculation of adjusted EBITDA, such inclusion should not be understood to imply that we have control over the operations and resulting revenues, expenses or cash flows of such unconsolidated affiliates.
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. See reconciliation of net income to adjusted EBITDA in the “Non-GAAP Financial Measures” subsection.
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, | 2026 vs. 2025 | 2026 vs. 2025 | ||||||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | |||||||||||||||||||||||||||||
| (Millions of dollars, except per share amounts) | |||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||
| Commodity sales | $ | 10,814 | $ | 6,726 | $ | 19,259 | $ | 13,638 | 4,088 | 5,621 | |||||||||||||||||||||||||
| Services and other | 1,235 | 1,161 | 2,408 | 2,292 | 74 | 116 | |||||||||||||||||||||||||||||
| Total revenues | 12,049 | 7,887 | 21,667 | 15,930 | 4,162 | 5,737 | |||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of items shown separately below) | 9,242 | 5,360 | 16,295 | 11,015 | 3,882 | 5,280 | |||||||||||||||||||||||||||||
| Operating costs | 823 | 706 | 1,569 | 1,458 | 117 | 111 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 387 | 368 | 765 | 748 | 19 | 17 | |||||||||||||||||||||||||||||
| Transaction costs | 4 | 22 | 11 | 64 | (18) | (53) | |||||||||||||||||||||||||||||
| Other operating expense (income), net | — | — | 6 | (6) | — | (12) | |||||||||||||||||||||||||||||
| Operating income | $ | 1,593 | $ | 1,431 | $ | 3,021 | $ | 2,651 | 162 | 370 | |||||||||||||||||||||||||
| Equity in net earnings from investments | $ | 103 | $ | 81 | $ | 192 | $ | 189 | 22 | 3 | |||||||||||||||||||||||||
| Impairment of equity investments | $ | — | $ | — | $ | (60) | $ | — | — | (60) | |||||||||||||||||||||||||
| Interest expense, net of capitalized interest | $ | (434) | $ | (438) | $ | (873) | $ | (880) | (4) | (7) | |||||||||||||||||||||||||
| Net income | $ | 967 | $ | 853 | $ | 1,743 | $ | 1,544 | 114 | 199 | |||||||||||||||||||||||||
| Net income attributable to ONEOK | $ | 966 | $ | 841 | $ | 1,740 | $ | 1,477 | 125 | 263 | |||||||||||||||||||||||||
| Diluted EPS | $ | 1.53 | $ | 1.34 | $ | 2.75 | $ | 2.38 | 0.19 | 0.37 | |||||||||||||||||||||||||
| Adjusted EBITDA | $ | 2,121 | $ | 1,981 | $ | 4,118 | $ | 3,756 | 140 | 362 | |||||||||||||||||||||||||
| Capital expenditures | $ | 613 | $ | 749 | $ | 1,477 | $ | 1,378 | (136) | 99 | |||||||||||||||||||||||||
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.
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Operating income increased $162 million for the three months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•Natural Gas Gathering and Processing - an increase of $2 million due primarily to higher volumes across all regions and higher realized condensate prices, net of hedging, offset partially by higher operating costs.
•Natural Gas Liquids - a decrease of $16 million due primarily to higher operating costs and lower transportation and storage volumes, offset partially by higher optimization and marketing and higher exchange services.
•Natural Gas Pipelines - an increase of $94 million due primarily to higher optimization and marketing and higher firm transportation revenue.
•Refined Products and Crude - an increase of $77 million due primarily to higher Refined Products volumes and rates, and higher crude marketing earnings, offset partially by higher operating costs.
Operating income increased $370 million for the six months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•Natural Gas Gathering and Processing - a decrease of $37 million due primarily to lower realized NGL and natural gas prices, net of hedging, offset partially by higher volumes across all regions.
•Natural Gas Liquids - an increase of $58 million due primarily to higher optimization and marketing and higher exchange services, offset partially by higher operating costs.
•Natural Gas Pipelines - an increase of $199 million due primarily to higher optimization and marketing and higher firm transportation revenue.
•Refined Products and Crude - an increase of $103 million due primarily to higher Refined Products volumes and rates, and higher crude marketing earnings, offset partially by higher operating costs.
•Consolidated Transaction Costs - a decrease of $53 million due primarily to higher transaction costs in 2025 related to the EnLink Acquisition.
Net income and diluted EPS increased for the three months ended June 30, 2026, compared with the same period in 2025, due primarily to the items discussed above and higher equity in net earnings from investments, offset partially by higher income taxes.
Net income and diluted EPS increased for the six months ended June 30, 2026, compared with the same period in 2025, due primarily to the items discussed above, offset partially by a noncash impairment charge related to our 50% investment in Powder Springs in our Refined Products and Crude segment during the first quarter of 2026, and higher income taxes.
Capital expenditures decreased for the three months ended June 30, 2026, and increased for the six months ended June 30, 2026, compared with the same periods in 2025, due primarily to the timing of payments on our large capital projects. Please refer to the “Recent Developments” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report for additional information on our capital projects.
Additional information regarding our financial results and operating information is provided in the following discussion for each of our segments.
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Natural Gas Gathering and Processing
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, | 2026 vs. 2025 | 2026 vs. 2025 | |||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | ||||||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||||||||
| NGL and condensate sales | $ | 1,433 | $ | 1,100 | $ | 2,459 | $ | 2,327 | 333 | 132 | ||||||||||||||||||||||
| Residue natural gas sales | 171 | 449 | 882 | 1,147 | (278) | (265) | ||||||||||||||||||||||||||
| Gathering, compression, dehydration and processing fees and other revenue | 274 | 299 | 534 | 571 | (25) | (37) | ||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (1,079) | (1,082) | (2,372) | (2,538) | (3) | (166) | ||||||||||||||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (251) | (229) | (487) | (479) | 22 | 8 | ||||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 1 | 1 | 2 | 3 | — | (1) | ||||||||||||||||||||||||||
| Other | (3) | 2 | (5) | — | (5) | (5) | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 546 | $ | 540 | $ | 1,013 | $ | 1,031 | 6 | (18) | ||||||||||||||||||||||
| Capital expenditures | $ | 185 | $ | 341 | $ | 502 | $ | 582 | (156) | (80) | ||||||||||||||||||||||
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.
Adjusted EBITDA increased $6 million for the three months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $20 million from higher volumes due to increased production in all regions; and
•an increase of $13 million due primarily to higher realized condensate prices, net of hedging, offset partially by lower realized NGL prices, net of hedging; offset by
•an increase of $22 million in operating costs due primarily to a $13 million methane fee accrual reversed in 2025 due to regulatory changes and $11 million of higher outside services related to the timing of projects.
Adjusted EBITDA decreased $18 million for the six months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•a decrease of $53 million due primarily to lower realized NGL and natural gas prices, net of hedging, offset partially by higher realized condensate prices, net of hedging; and
•an increase of $8 million in operating costs due primarily to the growth of our operations; offset by
•an increase of $49 million from higher volumes due to increased production in all regions.
Capital expenditures decreased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to the timing of payments on capital projects and the completion of the Permian Basin plant relocation project that was placed in service during the first quarter of 2026.
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
Operating Information | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Natural gas processed (MMcf/d) (a) | 5,707 | 5,573 | 5,585 | 5,412 | ||||||||||||||||
(a) - Included volumes for consolidated entities and volumes we processed at company-owned and third-party facilities.
Our natural gas processed volumes increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due to increased production in all regions.
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Natural Gas Liquids
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, | 2026 vs. 2025 | 2026 vs. 2025 | |||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | ||||||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||||||||
| NGL and condensate sales | $ | 4,433 | $ | 3,740 | $ | 7,914 | $ | 7,852 | 693 | 62 | ||||||||||||||||||||||
| Exchange services and other revenues | 110 | 97 | 205 | 202 | 13 | 3 | ||||||||||||||||||||||||||
| Transportation and storage revenues | 50 | 34 | 120 | 85 | 16 | 35 | ||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (3,746) | (3,030) | (6,514) | (6,487) | 716 | 27 | ||||||||||||||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (213) | (195) | (412) | (398) | 18 | 14 | ||||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 26 | 22 | 53 | 50 | 4 | 3 | ||||||||||||||||||||||||||
| Other | (1) | 5 | (1) | 4 | (6) | (5) | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 659 | $ | 673 | $ | 1,365 | $ | 1,308 | (14) | 57 | ||||||||||||||||||||||
| Capital expenditures | $ | 202 | $ | 135 | $ | 512 | $ | 306 | 67 | 206 | ||||||||||||||||||||||
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.
Adjusted EBITDA decreased $14 million for the three months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $18 million in operating costs due primarily to $9 million of higher employee-related costs and $8 million of higher outside services associated with the growth of our operations; and
•a decrease of $6 million in transportation and storage due primarily to lower volumes; offset by
•an increase of $11 million in optimization and marketing due primarily to higher earnings on sales of Purity NGLs held in inventory; and
•an increase of $2 million in exchange services due primarily to:
◦$28 million of higher volumes across our system;
◦$12 million of higher transportation and fractionation costs;
◦$11 million due primarily to fewer product price differentials captured.
Adjusted EBITDA increased $57 million for the six months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $53 million in optimization and marketing due primarily to higher earnings on sales of Purity NGLs held in inventory; and
•an increase of $26 million in exchange services due primarily to:
◦$119 million of higher volumes across our system;
◦$71 million of lower average fee rates and narrower product price differentials in the Gulf Coast/Permian and Mid-Continent regions;
◦$23 million of higher transportation and fractionation costs;
•an increase of $14 million in operating costs due primarily to the growth of our operations; and
•a decrease of $6 million in transportation and storage due primarily to lower volumes.
Capital expenditures increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to the Medford fractionator rebuild project and the MBTC Pipeline.
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| Three Months Ended | Six Months Ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
| Operating Information | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Raw feed throughput (MBbl/d) (a) | 1,630 | 1,527 | 1,562 | 1,411 | ||||||||||||||||
Average Conway-to-Mont Belvieu Oil Price Information Service price differential - ethane in ethane/propane mix ($/gallon) | $ | 0.03 | $ | 0.02 | $ | 0.02 | $ | 0.01 | ||||||||||||
(a) - Represents physical raw feed volumes for which we provided transportation and/or fractionation services.
We generally expect ethane volumes to increase or decrease with corresponding increases or decreases in overall NGL production. However, ethane volumes may experience growth or decline greater than corresponding growth or decline in overall NGL production due to ethane economics causing producers to recover or reject ethane.
Volumes increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to higher production in all regions across our system. The three months ended June 30, 2026, also benefited from higher ethane recovery in the Rocky Mountain and Mid-Continent regions.
Natural Gas Pipelines
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, | 2026 vs. 2025 | 2026 vs. 2025 | |||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | ||||||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||||||||
| Transportation revenues | $ | 123 | $ | 104 | $ | 246 | $ | 204 | 19 | 42 | ||||||||||||||||||||||
| Storage revenues | 47 | 45 | 95 | 89 | 2 | 6 | ||||||||||||||||||||||||||
| Residue natural gas sales and other revenues | 279 | 256 | 734 | 576 | 23 | 158 | ||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (156) | (219) | (466) | (480) | (63) | (14) | ||||||||||||||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (62) | (53) | (119) | (104) | 9 | 15 | ||||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 72 | 55 | 150 | 116 | 17 | 34 | ||||||||||||||||||||||||||
| Other | (6) | — | (4) | (1) | (6) | (3) | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 297 | $ | 188 | $ | 636 | $ | 400 | 109 | 236 | ||||||||||||||||||||||
| Capital expenditures | $ | 15 | $ | 52 | $ | 61 | $ | 114 | (37) | (53) | ||||||||||||||||||||||
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.
Adjusted EBITDA increased $109 million for the three months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $77 million in optimization and marketing activity due primarily to favorable price differentials between the Waha Hub and Katy, Texas, markets;
•an increase of $19 million in transportation services due primarily to higher firm transportation revenue; and
•an increase of $17 million in adjusted EBITDA from unconsolidated affiliates due primarily to higher earnings on Northern Border and Matterhorn.
Adjusted EBITDA increased $236 million for the six months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $169 million in optimization and marketing activity due primarily to favorable price differentials between the Waha Hub and Katy, Texas, markets;
•an increase of $42 million in transportation services due primarily to higher firm transportation revenue; and
•an increase of $34 million in adjusted EBITDA from unconsolidated affiliates due primarily to higher earnings on Northern Border and Matterhorn.
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Capital expenditures decreased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to the timing of growth projects.
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
| Operating Information (a) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Natural gas transportation capacity contracted (MDth/d) | 7,735 | 7,206 | 7,786 | 7,254 | ||||||||||||||||
| Transportation capacity contracted | 92 | % | 90 | % | 92 | % | 90 | % | ||||||||||||
Our natural gas transportation capacity contracted increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to expansion projects and increased volumes contracted.
Refined Products and Crude
Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Refined Products and Crude segment for the periods indicated:
| Three Months Ended | Six Months Ended | Three Months | Six Months | |||||||||||||||||||||||||||||
| June 30, | June 30, | 2026 vs. 2025 | 2026 vs. 2025 | |||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | ||||||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||||||||
| Product sales | $ | 6,485 | $ | 2,316 | $ | 10,613 | $ | 4,217 | 4,169 | 6,396 | ||||||||||||||||||||||
| Transportation revenues | 452 | 425 | 867 | 834 | 27 | 33 | ||||||||||||||||||||||||||
| Storage, terminals and other revenues | 197 | 167 | 370 | 325 | 30 | 45 | ||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (6,268) | (2,175) | (10,320) | (4,010) | 4,093 | 6,310 | ||||||||||||||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (258) | (210) | (478) | (427) | 48 | 51 | ||||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 35 | 34 | 59 | 82 | 1 | (23) | ||||||||||||||||||||||||||
| Other | (16) | — | 8 | 7 | (16) | 1 | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 627 | $ | 557 | $ | 1,119 | $ | 1,028 | 70 | 91 | ||||||||||||||||||||||
| Impairment of equity investments | $ | — | $ | — | $ | 60 | $ | — | — | 60 | ||||||||||||||||||||||
| Capital expenditures | $ | 191 | $ | 184 | $ | 371 | $ | 325 | 7 | 46 | ||||||||||||||||||||||
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.
Adjusted EBITDA increased $70 million for the three months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $79 million in transportation and storage due primarily to higher Refined Products volumes and rates; and
•an increase of $40 million in optimization and marketing due primarily to $48 million of higher crude marketing earnings, offset partially by $8 million due to lower liquids blending earnings; offset by
•an increase of $48 million in operating costs due primarily to $14 million of higher outside services related to the timing of projects, $13 million of higher employee-related costs and $9 million of higher property taxes associated with the growth of our operations.
Adjusted EBITDA increased $91 million for the six months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $108 million in transportation and storage due primarily to higher Refined Products volumes and rates; and
•an increase of $64 million in optimization and marketing due primarily to $81 million of higher crude marketing earnings, offset partially by $17 million due to lower liquids blending earnings; offset by
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•an increase of $51 million in operating costs due primarily to $17 million of higher employee-related costs associated with the growth of our operations, $16 million of higher outside services related to the timing of projects and $10 million of higher property taxes associated with the growth of our operations; and
•a decrease of $23 million in adjusted EBITDA from unconsolidated affiliates due primarily to losses on Powder Springs.
During the first quarter of 2026, we recorded a noncash impairment charge of $60 million related to our 50% investment in Powder Springs. For additional information on our impairment charge, see Note H of the Notes to Consolidated Financial Statements in this Quarterly Report.
Capital expenditures increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to our routine and large capital projects, including our greater Denver pipeline expansion project.
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
Operating Information (a) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Refined Products volumes shipped (MBbl/d) | 1,629 | 1,503 | 1,598 | 1,452 | ||||||||||||||||
Crude oil volumes shipped (MBbl/d) | 1,766 | 1,782 | 1,690 | 1,814 | ||||||||||||||||
(a) - Included volumes for consolidated entities only.
Refined Products volumes shipped increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to increased marketing affiliate volumes and regional market dynamics that impact demand on our system including timing of refinery disruptions.
Crude oil volumes shipped decreased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to lower volumes associated with low-margin, short-haul movements and further integration of our assets.
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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Reconciliation of net income to adjusted EBITDA | (Millions of dollars) | ||||||||||||||||||||||
| Net income | $ | 967 | $ | 853 | $ | 1,743 | $ | 1,544 | |||||||||||||||
| Interest expense, net of capitalized interest | 434 | 438 | 873 | 880 | |||||||||||||||||||
| Depreciation and amortization | 387 | 368 | 765 | 748 | |||||||||||||||||||
| Income taxes | 299 | 260 | 544 | 457 | |||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 134 | 113 | 264 | 252 | |||||||||||||||||||
| Equity in net earnings from investments | (103) | (81) | (192) | (189) | |||||||||||||||||||
| Impairment of equity investments | — | — | 60 | — | |||||||||||||||||||
| Noncash compensation expense and other (a) | 3 | 30 | 61 | 64 | |||||||||||||||||||
| Adjusted EBITDA | $ | 2,121 | $ | 1,981 | $ | 4,118 | $ | 3,756 | |||||||||||||||
| Reconciliation of segment adjusted EBITDA to adjusted EBITDA | |||||||||||||||||||||||
| Segment adjusted EBITDA: | |||||||||||||||||||||||
| Natural Gas Gathering and Processing | $ | 546 | $ | 540 | $ | 1,013 | $ | 1,031 | |||||||||||||||
| Natural Gas Liquids | 659 | 673 | 1,365 | 1,308 | |||||||||||||||||||
| Natural Gas Pipelines | 297 | 188 | 636 | 400 | |||||||||||||||||||
| Refined Products and Crude | 627 | 557 | 1,119 | 1,028 | |||||||||||||||||||
| Other (a) | (8) | 23 | (15) | (11) | |||||||||||||||||||
| Adjusted EBITDA | $ | 2,121 | $ | 1,981 | $ | 4,118 | $ | 3,756 | |||||||||||||||
(a) - The three months ended June 30, 2025, included transaction costs related primarily to the EnLink Acquisition of $21 million included within other and $1 million included within noncash compensation expense and other. The six months ended June 30, 2025, included transaction costs related primarily to the EnLink Acquisition of $52 million included within other and $12 million included within noncash compensation expense and other.
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CONTINGENCIES
See Note I of the Notes to Consolidated Financial Statements in this Quarterly Report for a discussion of regulatory and legal matters.
LIQUIDITY AND CAPITAL RESOURCES
General - Our primary sources of cash inflows are operating cash flows, proceeds from our commercial paper program and our $3.5 Billion Credit Agreement, debt issuances and the issuance of common stock for our liquidity and capital resource requirements.
We expect our sources of cash inflows to provide sufficient resources to finance our operations, capital expenditures, quarterly cash dividends, maturities of long-term debt, share repurchases and contributions to unconsolidated affiliates and joint ventures. We believe we have sufficient liquidity due to our $3.5 Billion Credit Agreement, which expires in February 2030, our $3.5 billion commercial paper program and our access to $1.0 billion available through an “at-the-market” equity program. No shares have been sold through our “at-the-market” equity program as of the date of this filing.
We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps. For additional information on our interest-rate derivative instruments, see Note D of the Notes to Consolidated Financial Statements in our Annual Report and Note C of the Notes to Consolidated Financial Statements in this Quarterly Report.
Cash Management - At June 30, 2026, we had $161 million of cash and cash equivalents. For our wholly owned subsidiaries, we use a centralized cash management program that concentrates the cash assets of our wholly owned nonguarantor operating subsidiaries in joint accounts for the purposes of providing financial flexibility and lowering the cost of borrowing, transaction costs and bank fees. Our centralized cash management program provides that funds in excess of the daily needs of our operating subsidiaries are concentrated, consolidated or otherwise made available for use by other entities within our consolidated group. Our operating subsidiaries participate in this program to the extent they are permitted pursuant to FERC regulations or their operating agreements. Under the cash management program, depending on whether a participating subsidiary has short-term cash surpluses or cash requirements, we provide cash to the subsidiary or the subsidiary provides cash to us.
Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness. These 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 of the guarantors’ existing and future senior unsecured indebtedness. 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. Magellan, EnLink and EnLink Partners hold interests in their subsidiaries, which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries. Therefore, as allowed under Rule 13-01 of Regulation S-X, we have excluded the summarized financial information for each issuer and guarantor as the combined financial information of subsidiary issuers and parent guarantors, excluding our ownership of all interest in ONEOK Partners, Magellan and EnLink, reflects no material assets or liabilities or results of operations apart from guaranteed indebtedness.
For additional information on our indebtedness, see Note G of the Notes to Consolidated Financial Statements in our Annual Report and Note D of the Notes to Consolidated Financial Statements in this Quarterly Report.
Short-term Liquidity - Our principal sources of short-term liquidity consist of cash generated from operating activities, distributions received from our unconsolidated affiliates, proceeds from our commercial paper program and our $3.5 Billion Credit Agreement. As of June 30, 2026, we had $899 million of commercial paper outstanding, $600 million of borrowings outstanding under our $1.2 Billion Term Loan Agreement, and no borrowings under our $3.5 Billion Credit Agreement, and we are in compliance with all covenants.
As of June 30, 2026, we had a working capital (defined as current assets less current liabilities) deficit of $1.9 billion, due primarily to current maturities of long-term debt and short-term borrowings. Generally, our working capital is influenced by several factors, including, among other things: (i) the timing of (a) debt and equity issuances, (b) the funding of capital expenditures, (c) scheduled debt payments, and (d) accounts receivable and payable; and (ii) the volume and cost of inventory and commodity imbalances. We may have working capital deficits in future periods as our long-term debt becomes current. We do not expect a working capital deficit of this nature to have a material adverse impact to our cash flows or operations.
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In April 2026, we entered into a $1.2 Billion Term Loan Agreement, which was available to be drawn in up to two borrowings within 90 days of the closing date. Borrowings under the $1.2 Billion Term Loan Agreement bear interest at Term SOFR plus an applicable margin of 95 basis points. The $1.2 Billion Term Loan Agreement matures 364 days after June 23, 2026, the date of the initial borrowing, and may be used for working capital, capital expenditures, acquisitions, mergers and for other general corporate purposes. The $1.2 Billion Term Loan Agreement allows prepayment of all or any portion outstanding, without penalty or premium, and contains substantially the same covenants as those contained in our $3.5 Billion Credit Agreement. In July 2026, the remaining borrowings available under the $1.2 Billion Term Loan Agreement were fully drawn and no additional amounts may be borrowed.
For additional information on our $3.5 Billion Credit Agreement and our $1.2 Billion Term Loan 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.
We may, at any time, seek to retire or purchase our or ONEOK Partners’ outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market repurchases, privately negotiated transactions, exercise of contractual call rights, public tender offers or otherwise. Such repurchases and exchanges, if any, will be on such terms and prices as we may determine and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Debt Extinguishments - In April 2026, we redeemed the remaining $491 million of our $500 million, 4.85% senior notes due July 2026 at 100% of the outstanding principal amount, plus accrued and unpaid interest, with short-term borrowings.
Capital Expenditures - We proactively monitor lead times on materials and equipment used in constructing capital projects, and we enter into procurement agreements for long-lead items for potential projects to plan for future growth. Our capital expenditures are financed typically through operating cash flows and short- and long-term debt.
Capital expenditures, less allowance for equity funds used during construction, were $1.5 billion and $1.4 billion for the six months ended June 30, 2026 and 2025, respectively.
We expect total capital expenditures of $2.7 billion - $3.2 billion in 2026. See discussion of our primary capital projects in the “Recent Developments” section in this Quarterly Report.
Credit Ratings - Our credit ratings as of July 27, 2026, are shown in the table below:
| Rating Agency | Long-term Rating | Short-term Rating | Outlook | ||||||||
| Moody’s | Baa2 | Prime-2 | Stable | ||||||||
| S&P | BBB | A-2 | Stable | ||||||||
| Fitch | BBB | F2 | Stable | ||||||||
Our credit ratings, which are investment grade, may be affected by our leverage, liquidity, credit profile or potential transactions. 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 $3.5 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 $3.5 Billion Credit Agreement, which expires in February 2030. An adverse credit rating change alone is not a default under our $3.5 Billion Credit Agreement and the $1.2 Billion Term Loan 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.
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Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors. In February and May 2026, we paid a quarterly common stock dividend of $1.07 per share ($4.28 per share on an annualized basis), an increase of 4% compared with the same quarters in the prior year. We declared a quarterly common stock dividend of $1.07 per share in July 2026. The quarterly common stock dividend will be paid on August 14, 2026, to shareholders of record at the close of business on August 3, 2026.
For the six months ended June 30, 2026, our cash flows from operations exceeded dividends paid by $1.6 billion. We expect our cash flows from operations to continue to sufficiently fund our cash dividends. To the extent operating cash flows are not sufficient to fund our dividends, we may utilize cash on hand from other sources of short- and long-term liquidity to fund a portion of our dividends.
CASH FLOW ANALYSIS
We use the indirect method to prepare our Consolidated Statements of Cash Flows. Under this method, we reconcile net income to cash flows provided by operating activities by adjusting net income for those items that affect net income but do not result in actual cash receipts or payments during the period and for operating cash items that do not impact net income. These reconciling items can include depreciation and amortization, deferred income taxes, impairment charges, allowance for equity funds used during construction, gain or loss on sale of business and assets, net undistributed earnings from unconsolidated affiliates, 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 | 2026 vs. 2025 | |||||||||||||||||||
| June 30, | $ Increase (Decrease) in Cash | |||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||
| Total cash provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | 2,987 | $ | 2,429 | 558 | |||||||||||||||
| Investing activities | (1,789) | (1,508) | (281) | |||||||||||||||||
| Financing activities | (1,115) | (1,557) | 442 | |||||||||||||||||
| Change in cash and cash equivalents | 83 | (636) | 719 | |||||||||||||||||
| Cash and cash equivalents at beginning of period | 78 | 733 | (655) | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | 161 | $ | 97 | 64 | |||||||||||||||
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 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, 2026, increased $518 million, compared with the same period in 2025, due primarily to increased earnings resulting from higher NGL, Refined Products and natural gas volumes and higher optimization and marketing activity, and higher deferred income taxes as discussed in “Financial Results and Operating Information.”
The changes in operating assets and liabilities decreased operating cash flows $249 million for the six months ended June 30, 2026, compared with a decrease of $289 million for the same period in 2025. 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, and changes in other assets and liabilities. These changes were offset partially by changes in accounts receivable resulting from the receipt of cash from counterparties, which vary from period to period, and with changes in commodity prices.
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Investing Cash Flows - Cash used in investing activities for the six months ended June 30, 2026, increased $281 million, compared with the same period in 2025, due primarily to an increase in contributions to unconsolidated affiliates and an increase in capital expenditures related to our capital projects.
Financing Cash Flows - Cash used in financing activities for the six months ended June 30, 2026, decreased $442 million, compared with the same period in 2025, due primarily to $600 million of borrowings drawn under the $1.2 Billion Term Loan Agreement, cash paid for the Delaware Basin JV Acquisition in 2025 and a decrease in the extinguishment of long-term debt in 2026, offset partially by a decrease in short-term borrowings in 2026 and an increase in dividends paid in 2026.
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 Estimates,” in our Annual Report.
FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements in reliance on the safe harbor protections of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, which involve substantial risks and uncertainties. Such forward-looking statements include, but are not limited to, statements relating to our anticipated financial performance, liquidity, management’s plans, expectations and objectives for our future capital projects and other future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions, potential or pending strategic transactions, the timing thereof and our ability to achieve the intended and projected operational, financial and strategic benefits from any such transactions, and other matters. 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 to 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 paragraphs, the information concerning possible or assumed future results of our operations and other statements contained in this Quarterly Report identified by words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “projects,” “scheduled,” “should,” “target,” “will,” “would,” and other words and terms of similar meaning.
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One should not place undue reliance on forward-looking statements. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices. In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:
•the impact on drilling and production by factors beyond our control, including the demand for natural gas, NGLs, Refined Products 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, NGLs, and Refined Products from producing areas and our facilities;
•the impact of unfavorable economic and market conditions, inflationary pressures, which may increase our capital expenditures and operating costs, raise the cost of capital or depress economic growth;
•the economic or other impact of announced or future tariffs, including inflationary impacts;
•the impact of the volatility of natural gas, NGL, Refined Products and crude oil prices on our earnings and cash flows, which is impacted by a variety of factors beyond our control, including international terrorism and conflicts and geopolitical instability (including instability in the Middle East and Venezuela);
•the impact of reduced volatility in energy prices or new government regulations that could discourage our storage customers from holding positions in Refined Products, crude oil and natural gas;
•our dependence on producers, gathering systems, refineries and pipelines owned and operated by others and the impact of any closures, interruptions or reduced activity levels at these facilities;
•the impact of scrutiny and conflicting stakeholder expectations regarding ESG issues, including climate change, and risks associated with the physical and financial impacts of climate change;
•risks associated with operational hazards and unforeseen interruptions at our operations;
•the inability of insurance proceeds to cover all liabilities or incurred costs and losses, or lost earnings, resulting from a loss;
•the risk of increased costs for insurance premiums or less favorable coverage;
•demand for our services and products in the proximity of our facilities;
•risks associated with our ability to hedge against commodity price risks or interest rate risks;
•a breach of information security, including a cybersecurity attack, or failure of one or more key information technology or operational systems, and terrorist attacks, including cyber sabotage;
•exposure to construction risk and supply risks if adequate natural gas, NGL, Refined Products and crude oil supply is unavailable upon completion of facilities;
•the accuracy of estimates of hydrocarbon reserves, which could result in lower than anticipated volumes;
•our lack of ownership over all of the land on which our property is located and certain of our facilities and equipment;
•the impact of changes in estimation, type of commodity and other factors on our measurement adjustments;
•excess capacity on our pipelines, processing, fractionation, terminal and storage assets;
•risks associated with the period of time our assets have been in service;
•our partial reliance on cash distributions from our unconsolidated affiliates on our operating cash flows;
•our ability to cause our joint ventures to take or not take certain actions unless some or all of our joint-venture participants agree;
•our reliance on others to construct and/or operate certain joint-venture assets and to provide other services;
•our ability to use net operating losses and certain tax attributes;
•increased regulation of exploration and production activities, including hydraulic fracturing, well setbacks and disposal of wastewater;
•impacts of regulatory oversight and potential penalties on our business;
•risks associated with the rate regulation, challenges or changes, which may reduce the amount of cash we generate;
•the impact of our gas liquids blending activities, which subject us to federal regulations that govern renewable fuel requirements in the U.S.;
•incurrence of significant costs to comply with the regulation of greenhouse gas emissions;
•the impact of federal and state laws and regulations relating to the protection of the environment, public health and safety on our operations, as well as increased litigation and activism challenging oil and gas development as well as changes to and/or increased penalties from the enforcement of laws, regulations and policies;
•the impact of unforeseen changes in interest rates, debt and equity markets and other external factors over which we have no control;
•actions by rating agencies concerning our credit;
•our indebtedness and guarantee obligations could cause adverse consequences, including making us vulnerable to general adverse economic and industry conditions, limiting our ability to borrow additional funds and placing us at competitive disadvantages compared with our competitors that have less debt;
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•an event of default may require us to offer to repurchase certain of our or ONEOK Partners’ senior notes or may impair our ability to access capital;
•the right to receive payments on our outstanding debt securities and subsidiary guarantees is unsecured and effectively subordinated to any future secured indebtedness and any existing and future indebtedness of our subsidiaries that do not guarantee the senior notes;
•use by a court of fraudulent conveyance to avoid or subordinate the cross guarantees of our or ONEOK Partners’ indebtedness;
•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;
•our ability to effectively manage our expanded operations following closing of recent and potential future acquisitions;
•our ability to pay dividends;
•our exposure to the credit risk of our customers or counterparties;
•a shortage of skilled labor;
•misconduct or other improper activities engaged in by our employees;
•the impact of potential impairment charges;
•the impact of the changing cost of providing pension and health care benefits, including postretirement health care benefits, to eligible employees and qualified retirees;
•our ability to maintain an effective system of internal controls; and
•the risk factors listed in the reports we have filed 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 adversely affect 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.
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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
COMMODITY PRICE RISK
As part of our hedging strategy, we use commodity derivative financial instruments and physical-forward contracts, as described in Note D of the Notes to Consolidated Financial Statements in our Annual Report, to reduce the impact of near-term price fluctuations associated with a portion of our forecasted commodity purchases and sales. The change in the market value of our derivative portfolio is primarily offset by a corresponding change in the value of the hedged item. While geopolitical conditions in the Middle East contributed to commodity price volatility, our exposure to commodity price risk remains consistent with the discussion of commodity price risk discussed in this Quarterly Report and in our Annual Report.
COUNTERPARTY CREDIT RISK
We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments, letters of credit, liens and other forms of collateral, when appropriate. Certain of our counterparties may be impacted by a relatively low commodity price environment and could experience financial problems, which could result in nonpayment and/or nonperformance, which could adversely impact our results of operations.
In our Natural Gas Liquids, Natural Gas Pipelines and Refined Products and Crude segments, the creditworthiness of our counterparties, which are primarily investment grade, is consistent with that discussed in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report. In our Natural Gas Gathering and Processing segment, for the six months ended June 30, 2026, approximately 85% of the downstream commodity sales were made to customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral.
There have been no material changes in market risk exposures that would affect the other quantitative and qualitative disclosures presented in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report.
See Note C of the Notes to Consolidated Financial Statements in this Quarterly Report for more information on our hedging activities.
ITEM 4.CONTROLS AND PROCEDURES
Quarterly Evaluation of Disclosure Controls and Procedures - Our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting - There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
We have elected to use a $1 million threshold for disclosing environmental proceedings.
Information about our legal proceedings is included in Note I of the Notes to Consolidated Financial Statements in this Quarterly Report and under Note O of the Notes to Consolidated Financial Statements in our Annual Report.
ITEM 1A.RISK FACTORS
There have been no material changes to the risk factors set forth in Part I, Item 1A, Risk Factors, of our Annual Report that could affect us and our business. Although we have tried to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial performance. Investors should consider carefully the discussion of risks and the other information included or incorporated by reference in this Quarterly Report, including “Forward-Looking Statements,” which are included in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.OTHER INFORMATION
During the three months ended June 30, 2026, no director or officer of the Company adopted terminated
ITEM 6.EXHIBITS
Readers of this report should not rely on or assume the accuracy of any representation or warranty or the validity of any opinion contained in any agreement filed as an exhibit to this Quarterly Report, because such representation, warranty or opinion may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent an allocation of risk between parties in the particular transaction, may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes, or may no longer continue to be true as of any given date. All exhibits attached to this Quarterly Report are included for the purpose of complying with requirements of the SEC. Other than the certifications made by our officers pursuant to the Sarbanes-Oxley Act of 2002 included as exhibits to this Quarterly Report, all exhibits are included only to provide information to investors regarding their respective terms and should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.
The following exhibits are filed as part of this Quarterly Report:
| Exhibit No. | Exhibit Description | ||||
| 1.1 | Equity Distribution Agreement, dated August 4, 2026, among ONEOK, Inc., BofA Securities, Inc., as sales agent, principal and/or forward seller, and Bank of America, N.A., as forward purchaser. | ||||
| 3.1 | Amended and Restated Certificate of Incorporation of ONEOK, Inc., dated April 28, 2025, as amended (incorporated by reference from the Registration Statement on S-3, filed June 18, 2026 (Registration No. 333-296921)). | ||||
| 3.2 | Amended and Restated By-laws of ONEOK, Inc. (incorporated by reference from Exhibit 3.1 to ONEOK Inc.’s Current Report on Form 8-K filed February 24, 2023 (File No. 1-13643)). | ||||
| 5.1 | Opinion of GableGotwals in respect of sales contemplated by Equity Distribution Agreement dated August 4, 2026. | ||||
| 22.1 | List of subsidiary guarantors and issuers of guaranteed securities. | ||||
| 23.1 | Consent of GableGotwals (included in Exhibit 5.1 hereto). | ||||
| 31.1 | Certification of Pierce H. Norton II pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2 | Certification of Walter S. Hulse III pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1 | Certification of Pierce H. Norton II pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)). | ||||
| 32.2 | Certification of Walter S. Hulse III pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)). | ||||
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| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definitions Document. | ||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document. | ||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). | ||||
Attached as Exhibit 101 to this Quarterly Report are the following Inline XBRL-related documents: (i) Document and Entity Information; (ii) Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025; (iv) Consolidated Balance Sheets at June 30, 2026, and December 31, 2025; (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025; (vi) Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests for the three and six months ended June 30, 2026 and 2025; and (vii) Notes to Consolidated Financial Statements.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ONEOK, Inc. | ||||||||
| Registrant | ||||||||
| Date: August 4, 2026 | By: | /s/ Walter S. Hulse III | ||||||
| Walter S. Hulse III | ||||||||
| Chief Financial Officer, Treasurer and | ||||||||
| Executive Vice President, Investor Relations | ||||||||
| and Corporate Development | ||||||||
| (Principal Financial Officer) | ||||||||
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