UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2026.
OR
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________.
Commission file number 001-13643
ONEOK, Inc.
(Exact name of registrant as specified in its charter)
| Oklahoma | 73-1520922 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
100 West Fifth Street, | Tulsa, | OK | 74103 | ||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant’s telephone number, including area code (918) 588-7000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common stock, par value of $0.01 | OKE | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
On October 19, 2026, the Company had 630,450,437 shares of common stock outstanding.
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ONEOK, Inc.
TABLE OF CONTENTS
| Page No. | ||||||||
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, 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 | ||||
| Apollo | AP Falcon Holdings LLC, an affiliate of Apollo Global Management, Inc. and the initial holder of the Class B Units | ||||
| Ascension | Ascension Pipeline Company, LLC, a 50% owned joint venture | ||||
| Base Return | The capped return on Class B Units as specified within the Operating Agreement, equal to 7.01% during the initial 9-year period, increasing to 7.35% in year 10, 7.475% in year 12, 7.725% in year 14 and 7.85% thereafter | ||||
| Bbl | Barrels, 1 barrel is equivalent to 42 United States gallons | ||||
| Bcf | Billion cubic feet | ||||
| Bcf/d | Billion cubic feet per day | ||||
| Brazos Midland | Brazos Midland, LLC, and after the Brazos Midland Acquisition, a wholly owned subsidiary of ONEOK | ||||
| Brazos Midland Acquisition | The acquisition contemplated by the Brazos Midland Purchase Agreement pursuant to which 100% of the issued and outstanding membership interests of Brazos Midland were acquired in a cash transaction | ||||
| Brazos Midland Purchase Agreement | The Membership Interest Purchase Agreement, dated August 18, 2026, by and between ONEOK Rockies Midstream, L.L.C. and Brazos Midstream | ||||
| Brazos Midstream | Brazos Midstream Holdings III, LLC | ||||
| BridgeTex | BridgeTex Pipeline Company, LLC, a 60% owned joint venture | ||||
| CFFO | Cash flow from operations, pursuant to the Operating Agreement, a contractually defined measure derived from adjusted EBITDA and includes adjustments for interest expense, working capital, income taxes, distributions associated with unconsolidated affiliates and noncontrolling interests, and certain other specified items | ||||
| Class A Member | ONEOK or any successor holder of Class A Units of ONEOK Holdings pursuant to the Operating Agreement | ||||
| Class A Units | The limited liability company interests in ONEOK Holdings designated as a “Class A Unit” in the Operating Agreement | ||||
| Class B Member | Apollo or any successor holder of Class B Units of ONEOK Holdings pursuant to the Operating Agreement | ||||
| Class B Units | The limited liability company interests in ONEOK Holdings held by the Class B Member pursuant to the Operating Agreement | ||||
| Contribution Agreement | Contribution Agreement, dated August 28, 2026, by and among ONEOK Holdings, ONEOK, Falcon TopCo and Apollo | ||||
| 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, and in connection with the Reorganization merged into ONEOK, L.L.C., with ONEOK, L.L.C. surviving the merger | ||||
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| 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 | ||||
| EPS | Earnings per share of common stock | ||||
| ESG | Environmental, social and governance | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| Falcon Merger Sub | Falcon Merger Sub, L.L.C. formed in connection with the Reorganization and renamed ONEOK, L.L.C. | ||||
| Falcon TopCo | Falcon TopCo, Inc. formed in connection with the Reorganization and renamed ONEOK, Inc. | ||||
| FERC | Federal Energy Regulatory Commission | ||||
| Fitch | Fitch Ratings, Inc. | ||||
| GAAP | Accounting principles generally accepted in the United States of America | ||||
| Initial Period | The period beginning on September 10, 2026, and continuing until the outstanding Class B balance of ONEOK Holdings has been reduced to $200 million | ||||
| Legacy ONEOK | Prior to the Reorganization, ONEOK, Inc. and in connection with the Reorganization merged into Falcon Merger Sub, with Falcon Merger Sub surviving the merger | ||||
| 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 | ||||
| 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 Holdings | ONEOK Holdings, L.L.C., a consolidated direct subsidiary of ONEOK and the parent company of ONEOK, L.L.C., formed in connection with the ONEOK Holdings Transaction, in which ONEOK owns 87% of the outstanding units through its Class A Units and Apollo owns 13% of the outstanding units through its Class B Units | ||||
| ONEOK Holdings Transaction | The transactions contemplated by the Contribution Agreement, including the Reorganization and Apollo’s $9 billion investment in ONEOK Holdings | ||||
| ONEOK, L.L.C. | A wholly owned direct subsidiary of ONEOK Holdings and parent of all ONEOK operating subsidiaries | ||||
| ONEOK Partners | ONEOK Partners, L.P., a wholly owned subsidiary of ONEOK, and in connection with the Reorganization merged into ONEOK, L.L.C., with ONEOK, L.L.C. surviving the merger | ||||
| Operating Agreement | The amended and restated limited liability company agreement of ONEOK Holdings, entered into in connection with the ONEOK Holdings Transaction, which governs the rights and obligations of the members of ONEOK Holdings | ||||
| 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 | ||||
| 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 | ||||
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| Reorganization | The reorganization completed in connection with the ONEOK Holdings Transaction pursuant to which, among other things, (i) Legacy ONEOK merged with and into Falcon Merger Sub, with Falcon Merger Sub surviving the merger as ONEOK, L.L.C., and (ii) Falcon TopCo became the successor to Legacy ONEOK and was renamed ONEOK, Inc. | ||||
| 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, is 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 | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| (Millions of dollars, except per share amounts) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Commodity sales | $ | 11,190 | $ | 7,416 | $ | 30,449 | $ | 21,054 | |||||||||||||||
| Services and other | 1,265 | 1,218 | 3,673 | 3,510 | |||||||||||||||||||
| Total revenues (Note K) | 12,455 | 8,634 | 34,122 | 24,564 | |||||||||||||||||||
| Cost of sales and fuel (exclusive of items shown separately below) | 9,612 | 5,962 | 25,907 | 16,977 | |||||||||||||||||||
| Operations and maintenance | 767 | 639 | 2,116 | 1,912 | |||||||||||||||||||
| Depreciation and amortization | 395 | 378 | 1,160 | 1,126 | |||||||||||||||||||
| General taxes | 94 | 99 | 314 | 284 | |||||||||||||||||||
| Transaction costs | 15 | 10 | 26 | 74 | |||||||||||||||||||
| Other operating expense (income), net | 4 | (12) | 10 | (18) | |||||||||||||||||||
| Operating income | 1,568 | 1,558 | 4,589 | 4,209 | |||||||||||||||||||
| Equity in net earnings from investments (Note I) | 103 | 92 | 295 | 281 | |||||||||||||||||||
| Impairment of equity investments (Note I) | — | — | (60) | — | |||||||||||||||||||
| Other income, net | 102 | 37 | 109 | 78 | |||||||||||||||||||
Interest expense (net of capitalized interest of $42, $19, $104 and $41, respectively) | (415) | (450) | (1,288) | (1,330) | |||||||||||||||||||
| Income before income taxes | 1,358 | 1,237 | 3,645 | 3,238 | |||||||||||||||||||
| Income tax benefit (expense) (Note F) | 26 | (297) | (518) | (754) | |||||||||||||||||||
| Net income | 1,384 | 940 | 3,127 | 2,484 | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 34 | 1 | 37 | 68 | |||||||||||||||||||
| Net income attributable to ONEOK | $ | 1,350 | $ | 939 | $ | 3,090 | $ | 2,416 | |||||||||||||||
| Basic EPS (Note H) | $ | 2.14 | $ | 1.49 | $ | 4.90 | $ | 3.88 | |||||||||||||||
| Diluted EPS (Note H) | $ | 2.13 | $ | 1.49 | $ | 4.89 | $ | 3.87 | |||||||||||||||
Average shares (millions) | |||||||||||||||||||||||
| Basic | 631.1 | 630.6 | 630.9 | 623.1 | |||||||||||||||||||
| Diluted | 632.6 | 631.5 | 632.1 | 624.1 | |||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||
(Unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||
| Net income | $ | 1,384 | $ | 940 | $ | 3,127 | $ | 2,484 | ||||||||||||
| Other comprehensive income (loss), net of tax | ||||||||||||||||||||
Change in fair value of derivatives, net of tax of $65, $(1), $149 and $(7), respectively | (211) | 3 | (498) | 24 | ||||||||||||||||
Derivative amounts reclassified to net income, net of tax of $(11), $3, $(96) and $(2), respectively | 35 | (5) | 320 | 6 | ||||||||||||||||
Changes in benefit plan obligations and other, net of tax of $—, $—, $— and $—, respectively | — | — | 1 | 1 | ||||||||||||||||
| Total other comprehensive income (loss), net of tax | (176) | (2) | (177) | 31 | ||||||||||||||||
| Comprehensive income | 1,208 | 938 | 2,950 | 2,515 | ||||||||||||||||
Less: Comprehensive income attributable to noncontrolling interests | 34 | 1 | 37 | 68 | ||||||||||||||||
| Comprehensive income attributable to ONEOK | $ | 1,174 | $ | 937 | $ | 2,913 | $ | 2,447 | ||||||||||||
See accompanying Notes to Consolidated Financial Statements.
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| ONEOK, Inc. and Subsidiaries | ||||||||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||||||||
| September 30, | December 31, | |||||||||||||
| (Unaudited) | 2026 | 2025 | ||||||||||||
| Assets | (Millions of dollars) | |||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | 186 | $ | 78 | ||||||||||
| Accounts receivable, net | 4,175 | 3,010 | ||||||||||||
| Inventories | 1,338 | 948 | ||||||||||||
| Other current assets | 554 | 452 | ||||||||||||
| Total current assets | 6,253 | 4,488 | ||||||||||||
| Property, plant and equipment | ||||||||||||||
| Property, plant and equipment | 58,041 | 55,489 | ||||||||||||
| Accumulated depreciation and amortization | 8,666 | 7,628 | ||||||||||||
| Net property, plant and equipment | 49,375 | 47,861 | ||||||||||||
| Other assets | ||||||||||||||
| Investments in unconsolidated affiliates | 3,382 | 2,889 | ||||||||||||
| Goodwill | 8,058 | 8,058 | ||||||||||||
| Intangible assets, net | 2,801 | 2,901 | ||||||||||||
| Cash held for acquisition (Notes B & F) | 4,000 | — | ||||||||||||
| Other assets | 423 | 444 | ||||||||||||
| Total other assets | 18,664 | 14,292 | ||||||||||||
| Total assets | $ | 74,292 | $ | 66,641 | ||||||||||
| Liabilities, redeemable noncontrolling interests and equity | ||||||||||||||
| Current liabilities | ||||||||||||||
| Current maturities of long-term debt (Note E) | $ | 1,500 | $ | 1,241 | ||||||||||
| Short-term borrowings (Note E) | 85 | 820 | ||||||||||||
| Accounts payable | 4,219 | 2,838 | ||||||||||||
| Commodity imbalances | 374 | 217 | ||||||||||||
| Accrued interest | 437 | 499 | ||||||||||||
| Other current liabilities | 806 | 750 | ||||||||||||
| Total current liabilities | 7,421 | 6,365 | ||||||||||||
| Long-term debt, excluding current maturities | 26,935 | 30,755 | ||||||||||||
| Deferred credits and other liabilities | ||||||||||||||
| Deferred income taxes | 6,806 | 6,349 | ||||||||||||
| Other deferred credits | 620 | 603 | ||||||||||||
| Total deferred credits and other liabilities | 7,426 | 6,952 | ||||||||||||
| Commitments and contingencies (Note J) | ||||||||||||||
| Redeemable noncontrolling interests in consolidated subsidiaries (Note G) | 50 | — | ||||||||||||
| Equity (Note F) | ||||||||||||||
Common stock, $0.01 par value: authorized 1,200,000,000 shares; issued 655,909,018 shares and outstanding 630,447,920 shares at September 30, 2026; issued 655,909,018 shares and outstanding 629,707,691 shares at December 31, 2025 | 7 | 7 | ||||||||||||
| Paid-in capital | 20,889 | 20,961 | ||||||||||||
| Accumulated other comprehensive loss | (204) | (27) | ||||||||||||
| Retained earnings | 3,429 | 2,373 | ||||||||||||
Treasury stock, at cost: 25,461,098 shares at September 30, 2026, and 26,201,327 shares at December 31, 2025 | (805) | (829) | ||||||||||||
| Total ONEOK shareholders' equity | 23,316 | 22,485 | ||||||||||||
| Noncontrolling interests in consolidated subsidiaries (Note F) | 9,144 | 84 | ||||||||||||
| Total equity | 32,460 | 22,569 | ||||||||||||
| Total liabilities, redeemable noncontrolling interests and equity | $ | 74,292 | $ | 66,641 | ||||||||||
See accompanying Notes to Consolidated Financial Statements.
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| ONEOK, Inc. and Subsidiaries | ||||||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
| Nine Months Ended | ||||||||||||||
September 30, | ||||||||||||||
| (Unaudited) | 2026 | 2025 | ||||||||||||
| (Millions of dollars) | ||||||||||||||
| Operating activities | ||||||||||||||
| Net income | $ | 3,127 | $ | 2,484 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 1,160 | 1,126 | ||||||||||||
Equity in net earnings from investments (Note I) | (295) | (281) | ||||||||||||
Impairment of equity investments (Note I) | 60 | — | ||||||||||||
| Distributions received from unconsolidated affiliates | 331 | 293 | ||||||||||||
| Deferred income taxes | 512 | 731 | ||||||||||||
| Other, net | 39 | 47 | ||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable | (1,160) | (253) | ||||||||||||
| Inventories, net of commodity imbalances | (267) | (170) | ||||||||||||
| Accounts payable | 1,201 | 357 | ||||||||||||
| Risk-management assets and liabilities | (271) | 10 | ||||||||||||
| Other assets and liabilities, net | (71) | (291) | ||||||||||||
| Cash provided by operating activities | 4,366 | 4,053 | ||||||||||||
| Investing activities | ||||||||||||||
| Capital expenditures (less allowance for equity funds used during construction) | (2,414) | (2,182) | ||||||||||||
| Purchases of and contributions to unconsolidated affiliates (Note I) | (548) | (499) | ||||||||||||
| Other, net | 45 | 39 | ||||||||||||
| Cash used in investing activities | (2,917) | (2,642) | ||||||||||||
| Financing activities | ||||||||||||||
| Dividends paid | (2,022) | (1,935) | ||||||||||||
| Short-term borrowings, net | (735) | — | ||||||||||||
| Issuance of long-term debt, net of discounts, and term loan borrowings (Note E) | 1,200 | 2,989 | ||||||||||||
| Delaware Basin JV Acquisition | (10) | (550) | ||||||||||||
| Extinguishment of long-term debt and term loan repayments (Note E) | (4,691) | (1,285) | ||||||||||||
| Contributions received from the ONEOK Holdings Transaction (Note F) | 9,000 | — | ||||||||||||
| Other, net | (83) | (164) | ||||||||||||
| Cash provided by (used in) financing activities | 2,659 | (945) | ||||||||||||
| Change in cash and cash equivalents | 4,108 | 466 | ||||||||||||
| Cash and cash equivalents at beginning of period | 78 | 733 | ||||||||||||
| Cash and cash equivalents at end of period (a) | $ | 4,186 | $ | 1,199 | ||||||||||
(a) - Includes cash held for acquisition, which is included within other assets on our Consolidated Balance Sheets as of September 30, 2026.
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 | $ | 7 | $ | 20,961 | $ | (27) | $ | 2,373 | $ | (829) | $ | 84 | $ | 22,569 | $ | — | ||||||||||
| Net income | — | — | — | 774 | — | 2 | 776 | — | ||||||||||||||||||
| Other comprehensive loss | — | — | (239) | — | — | — | (239) | — | ||||||||||||||||||
| Common stock issued | — | 4 | — | — | 11 | — | 15 | — | ||||||||||||||||||
Common stock dividends - $1.07 per share (Note F) | — | — | — | (677) | — | — | (677) | — | ||||||||||||||||||
Contributions from redeemable noncontrolling interests (Note G) | — | — | — | — | — | — | — | 41 | ||||||||||||||||||
| Other, net | — | — | — | (1) | — | 4 | 3 | — | ||||||||||||||||||
| March 31, 2026 | 7 | 20,965 | (266) | 2,469 | (818) | 90 | 22,447 | 41 | ||||||||||||||||||
| Net income | — | — | — | 966 | — | — | 966 | 1 | ||||||||||||||||||
| Other comprehensive income | — | — | 238 | — | — | — | 238 | — | ||||||||||||||||||
| Common stock issued | — | 15 | — | — | 10 | — | 25 | — | ||||||||||||||||||
Common stock dividends - $1.07 per share (Note F) | — | — | — | (677) | — | — | (677) | — | ||||||||||||||||||
| Other, net | — | 27 | — | 1 | — | 10 | 38 | 2 | ||||||||||||||||||
| June 30, 2026 | 7 | 21,007 | (28) | 2,759 | (808) | 100 | 23,037 | 44 | ||||||||||||||||||
| Net income | — | — | — | 1,350 | — | 34 | 1,384 | — | ||||||||||||||||||
| Other comprehensive loss | — | — | (176) | — | — | — | (176) | — | ||||||||||||||||||
| Common stock issued | — | 5 | — | — | 3 | — | 8 | — | ||||||||||||||||||
Common stock dividends - $1.07 per share (Note F) | — | — | — | (680) | — | — | (680) | — | ||||||||||||||||||
Contributions received from the ONEOK Holdings Transaction (Note F) | — | — | — | — | — | 9,000 | 9,000 | — | ||||||||||||||||||
| Other, net | — | (123) | — | — | — | 10 | (113) | 6 | ||||||||||||||||||
| September 30, 2026 | $ | 7 | $ | 20,889 | $ | (204) | $ | 3,429 | $ | (805) | $ | 9,144 | $ | 32,460 | $ | 50 | ||||||||||
*Accumulated other comprehensive loss
See accompanying Notes to Consolidated Financial Statements.
10
| 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 | $ | — | $ | 6 | $ | 16,354 | $ | (96) | $ | 1,579 | $ | (807) | $ | 5,097 | $ | 22,133 | ||||||||||
| Net income | — | — | — | — | 636 | — | 55 | 691 | ||||||||||||||||||
| Other comprehensive loss | — | — | — | (27) | — | — | — | (27) | ||||||||||||||||||
Preferred stock dividends - $13.75 per share | — | — | — | — | — | — | — | — | ||||||||||||||||||
| Common stock issued | — | — | (21) | — | — | 14 | — | (7) | ||||||||||||||||||
Common stock dividends - $1.03 per share | — | — | — | — | (645) | — | — | (645) | ||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | (17) | — | (17) | ||||||||||||||||||
| EnLink Acquisition | — | 1 | 4,377 | — | — | — | (4,378) | — | ||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | (25) | (25) | ||||||||||||||||||
| Other, net | — | — | 11 | — | (1) | — | 7 | 17 | ||||||||||||||||||
| March 31, 2025 | — | 7 | 20,721 | (123) | 1,569 | (810) | 756 | 22,120 | ||||||||||||||||||
| Net income | — | — | — | — | 841 | — | 12 | 853 | ||||||||||||||||||
| Other comprehensive income | — | — | — | 60 | — | — | — | 60 | ||||||||||||||||||
| Common stock issued | — | — | 8 | — | — | 8 | — | 16 | ||||||||||||||||||
Common stock dividends - $1.03 per share | — | — | — | — | (644) | — | — | (644) | ||||||||||||||||||
| Delaware Basin JV Acquisition | — | — | 199 | — | — | — | (678) | (479) | ||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | (20) | (20) | ||||||||||||||||||
| Other, net | — | — | (5) | — | (1) | — | 4 | (2) | ||||||||||||||||||
| June 30, 2025 | — | 7 | 20,923 | (63) | 1,765 | (802) | 74 | 21,904 | ||||||||||||||||||
| Net income | — | — | — | — | 939 | — | 1 | 940 | ||||||||||||||||||
| Other comprehensive loss | — | — | — | (2) | — | — | — | (2) | ||||||||||||||||||
| Common stock issued | — | — | 2 | — | — | 4 | — | 6 | ||||||||||||||||||
Common stock dividends - $1.03 per share | — | — | — | — | (656) | — | — | (656) | ||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | (45) | — | (45) | ||||||||||||||||||
| Delaware Basin JV Acquisition | — | — | (14) | — | — | — | — | (14) | ||||||||||||||||||
| Other, net | — | — | 23 | — | — | — | 1 | 24 | ||||||||||||||||||
| September 30, 2025 | $ | — | $ | 7 | $ | 20,934 | $ | (65) | $ | 2,048 | $ | (843) | $ | 76 | $ | 22,157 | ||||||||||
*Accumulated other comprehensive loss
See accompanying Notes to Consolidated Financial Statements.
11
ONEOK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Our accompanying unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC. These statements have been prepared in accordance with GAAP and reflect all adjustments that, in our opinion, are necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The 2025 year-end Consolidated Balance Sheets data was derived from our audited Consolidated Financial Statements but does not include all disclosures required by GAAP. Certain reclassifications have been made in the prior year Consolidated Financial Statements to conform to the current year presentation. These unaudited Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements in our Annual Report.
Goodwill Impairment Review - We assess our goodwill for impairment at least annually as of July 1, unless events or changes in circumstances indicate an impairment may have occurred before that time. At July 1, 2026, we assessed qualitative factors to determine whether it was more likely than not that the fair value of each of our reporting units with goodwill was less than its carrying amount. After assessing qualitative factors (including macroeconomic conditions, industry and market considerations, costs and overall financial performance), we determined that it was more likely than not that the fair value of each of our reporting units were not less than their respective carrying value, that no further testing was necessary and that goodwill was not considered impaired.
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. ACQUISITIONS
On August 18, 2026, we entered into the Brazos Midland Purchase Agreement with Brazos Midstream to acquire Brazos Midstream’s Permian Midland Basin natural gas gathering and processing assets.
Subsequent event - On October 6, 2026, we completed the Brazos Midland Acquisition and acquired 100% of the issued and outstanding membership interests of Brazos Midland for total cash consideration of approximately $4.6 billion, which includes the $4.425 billion announced purchase price and approximately $135 million of closing adjustments related primarily to Brazos Midstream capital spend. We funded the acquisition with proceeds received from the ONEOK Holdings Transaction and short-term borrowings. For additional information on the ONEOK Holdings Transaction, see Note F of the Notes to the Consolidated Financial Statements in this Quarterly Report.
The Brazos Midland assets are highly complementary to our existing Permian Midland Basin natural gas gathering and processing and NGL transportation infrastructure. The acquisition in our Natural Gas Gathering and Processing segment is expected to more than double our Midland Basin natural gas processing capacity to approximately 2.3 Bcf/d, including facilities currently under construction, and expand our integrated natural gas gathering and processing platform in the Permian Basin.
The Brazos Midland Acquisition will be accounted for using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Any excess of consideration to be transferred over the estimated fair value of assets acquired and liabilities assumed will be recorded as goodwill. Determining the fair value of acquired assets and liabilities assumed requires management’s judgment and the use of independent valuation specialists. At the time of this filing, it is impracticable to disclose all the information required by ASC 805, “Business Combinations,” as we are in the process of evaluating the purchase accounting and pro forma implications of this transaction.
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For the three and nine months ended September 30, 2026, transaction costs related to the Brazos Midland Acquisition were not material.
C. FAIR VALUE MEASUREMENTS
Determining Fair Value - For our fair value measurements, we utilize market prices, third-party pricing services, present value methods and standard option valuation models to determine the price we would receive from the sale of an asset or the transfer of a liability in an orderly transaction at the measurement date. We measure the fair value of a group of financial assets and liabilities consistent with how a market participant would price the net risk exposure at the measurement date. Determining the appropriate classification of our fair value measurements within the fair value hierarchy requires management’s judgment regarding the degree to which market data is observable or corroborated by observable market data. We categorize derivatives based on the lowest level input that is significant to the fair value measurement in its entirety. Our valuation techniques and inputs are consistent with those discussed in Note A of the Notes to Consolidated Financial Statements in our Annual Report.
Recurring Fair Value Measurements - The following tables set forth our recurring fair value measurements as of the dates indicated:
| September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total - Gross | Netting (a) | Total - Net | ||||||||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | 59 | $ | 190 | $ | — | $ | 249 | $ | (249) | $ | — | |||||||||||||||||||||||
| Total derivative assets | $ | 59 | $ | 190 | $ | — | $ | 249 | $ | (249) | $ | — | |||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | (342) | $ | (102) | $ | — | $ | (444) | $ | 444 | $ | — | |||||||||||||||||||||||
| Total derivative liabilities | $ | (342) | $ | (102) | $ | — | $ | (444) | $ | 444 | $ | — | |||||||||||||||||||||||
(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 September 30, 2026, we held no cash and posted cash of $289 million with a counterparty, including $195 million of cash collateral that is offsetting derivative net liability positions under master-netting arrangements in the table above. The remaining $94 million of cash collateral in excess of derivative liability positions is included in other current assets in our Consolidated Balance Sheets.
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total - Gross | Netting (a) | Total - Net | ||||||||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | 60 | $ | 69 | $ | — | $ | 129 | $ | (67) | $ | 62 | |||||||||||||||||||||||
| Total derivative assets | $ | 60 | $ | 69 | $ | — | $ | 129 | $ | (67) | $ | 62 | |||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | (21) | $ | (46) | $ | — | $ | (67) | $ | 67 | $ | — | |||||||||||||||||||||||
| Total derivative liabilities | $ | (21) | $ | (46) | $ | — | $ | (67) | $ | 67 | $ | — | |||||||||||||||||||||||
(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, including cash held for the Brazos Midland Acquisition, 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.
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The book value of our consolidated long-term debt, including current maturities, was $28.4 billion and $32.0 billion at September 30, 2026, and December 31, 2025, respectively. The estimated fair value of our consolidated long-term debt, including current maturities, was $27.5 billion and $32.7 billion at September 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.
D. 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 September 30, 2026, and December 31, 2025, we had no outstanding interest-rate derivative instruments.
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:
| September 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)(b) | Other current assets | $ | 232 | $ | (421) | $ | 112 | $ | (50) | |||||||||||||||||
| Total derivatives designated as hedging instruments | 232 | (421) | 112 | (50) | ||||||||||||||||||||||
| Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||
| Commodity contracts (a)(b) | Other current assets | 17 | (23) | 17 | (17) | |||||||||||||||||||||
| Total derivatives not designated as hedging instruments | 17 | (23) | 17 | (17) | ||||||||||||||||||||||
| Total derivatives | $ | 249 | $ | (444) | $ | 129 | $ | (67) | ||||||||||||||||||
(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us.
(b) - At September 30, 2026, our derivative net liability positions under master-netting arrangements for financial commodity contracts were offset by cash collateral of $195 million.
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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:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Net Purchased/Payor (Sold/Receiver) | |||||||||||
| Derivatives designated as hedging instruments: | |||||||||||
| Cash flow hedges | |||||||||||
| Fixed price | |||||||||||
- Natural gas (Bcf) | (23.8) | (19.4) | |||||||||
- NGLs, Refined Products and crude oil (MMBbl) | (18.9) | (22.1) | |||||||||
| Basis | |||||||||||
- Natural gas (Bcf) | (24.2) | (17.9) | |||||||||
- NGLs, Refined Products and crude oil (MMBbl) | 2.6 | (0.6) | |||||||||
| Derivatives not designated as hedging instruments: | |||||||||||
| Fixed price | |||||||||||
- Natural gas (Bcf) | (5.1) | (4.1) | |||||||||
- NGLs, Refined Products and crude oil (MMBbl) | — | 0.1 | |||||||||
| Basis | |||||||||||
- Natural gas (Bcf) | (0.3) | (0.2) | |||||||||
| Swing Swaps | |||||||||||
- Natural gas (Bcf) | 2.2 | (0.6) | |||||||||
Cash Flow Hedges - At September 30, 2026, the accumulated other comprehensive income (loss) relating to risk-management assets and liabilities, net of taxes, was $(159) million, which included unrealized losses of $(141) million, net of tax, related to commodity derivative instruments that we expect to be reclassified into earnings during the next 12 months. At December 31, 2025, the accumulated other comprehensive income (loss) relating to risk-management assets and liabilities, net of taxes, was $19 million and the corresponding unrealized gains (losses) related to risk-management assets and liabilities were not material.
For the three and nine months ended September 30, 2026, the change in fair value of cash flow hedges in other comprehensive income (loss) related to commodity contracts was $(276) million and $(647) million, respectively.
The following table sets forth the effect of cash flow hedges on income before income taxes for the periods indicated:
For the three and nine months ended September 30, 2025, the 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.
15
E. DEBT
Current Maturities - At September 30, 2026, our current maturities of long-term debt consisted of the following:
(Millions of dollars) | |||||
$500 at 4.0% due July 2027 | $ | 500 | |||
$1,250 at 4.25% due September 2027 | 1,000 | ||||
| Current maturities of long-term debt | $ | 1,500 | |||
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.
In September 2026, we completed the following debt extinguishments with proceeds received from the ONEOK Holdings Transaction:
| Principal Extinguished | |||||
| (Millions of dollars, except for percentages or where specified) | |||||
$1.2 Billion Term Loan Agreement | $ | 1,200 | |||
| Commercial paper | 800 | ||||
$750 at 5.55% due November 2026 | 750 | ||||
$1,250 at 4.25% due September 2027 | 250 | ||||
| Cash tender offers accepted (a): | |||||
$800 at 3.95% due March 2050 | 368 | ||||
$500 at 4.2% due October 2047 | 197 | ||||
$500 at 4.5% due March 2050 | 101 | ||||
$250 at 4.2% due March 2045 | 64 | ||||
$500 at 4.25% due September 2046 | 203 | ||||
$750 at 4.45% due September 2049 | 86 | ||||
$250 at 4.2% due December 2042 | 25 | ||||
$500 at 4.85% due February 2049 | 195 | ||||
$700 at 4.95% due July 2047 | 159 | ||||
$450 at 5.05% due April 2045 | 167 | ||||
$1,000 at 5.2% due July 2048 | 370 | ||||
$550 at 5.15% due October 2043 | 150 | ||||
$500 at 5.45% due June 2047 | 297 | ||||
$1,500 at 5.7% due November 2054 | 80 | ||||
| Total | $ | 5,462 | |||
(a) - In September 2026, pursuant to cash tender offers in connection with the ONEOK Holdings Transaction, we repurchased certain of our senior notes with an aggregate principal amount of $2.5 billion for total consideration of $2.0 billion, including accrued and unpaid interest. Many of the tendered notes were previously recorded at fair value upon acquisition. Therefore, net gains on debt extinguishment were not material.
Commercial Paper Program - At September 30, 2026, we had $85 million of commercial paper outstanding, bearing a weighted-average interest rate of 4.13%. At December 31, 2025, we had $820 million of commercial paper outstanding, bearing a weighted-average interest rate of 3.91%. In September 2026, we repaid $800 million of our then-outstanding commercial paper balance with proceeds received from the ONEOK Holdings Transaction.
$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. We completed the Brazos Midland Acquisition in the fourth quarter of 2026, which allows for an acquisition adjustment period under our $3.5 Billion Credit Agreement and, as a result, our leverage ratio covenant will increase to 5.5 to 1 beginning in October 2026 and extend through the quarter ending June 30, 2027, after which it will decrease to 5.0 to 1. As of September 30, 2026, we had no outstanding borrowings, our ratio of consolidated net indebtedness to adjusted EBITDA was 3.4 to 1, and we were in compliance with all covenants under our $3.5 Billion Credit Agreement.
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$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 bore interest at Term SOFR plus an applicable margin of 95 basis points. The $1.2 Billion Term Loan Agreement was scheduled to mature 364 days after June 23, 2026, the date of the initial borrowing, and was used for working capital, capital expenditures and other general corporate purposes. The $1.2 Billion Term Loan Agreement allowed prepayment of all or any portion outstanding, without penalty or premium, and contained substantially the same covenants as those contained in our $3.5 Billion Credit Agreement. As of July 2026, borrowings available under the $1.2 Billion Term Loan Agreement were fully drawn and no additional amounts could be borrowed. In September 2026, we repaid the $1.2 billion balance outstanding on the $1.2 Billion Term Loan Agreement with proceeds received from the ONEOK Holdings Transaction, and the agreement was terminated upon repayment.
Debt Guarantees - In connection with the Reorganization, as discussed in Note F, ONEOK, L.L.C. assumed all of the obligations of Legacy ONEOK and ONEOK Partners under their respective outstanding senior notes such that all debt is now held at ONEOK L.L.C, and ONEOK provided a parent guarantee for ONEOK, L.L.C.’s indebtedness. ONEOK’s guarantee of ONEOK, L.L.C.’s indebtedness is full, irrevocable, unconditional and absolute. Liabilities under the guarantee rank equally in right of payment with all of ONEOK’s existing and future senior unsecured indebtedness.
F. EQUITY
Noncontrolling Interests - As of September 30, 2026, noncontrolling interests within total equity in our Consolidated Balance Sheets related to Ascension, MBTC Pipeline and the Class B Units discussed below.
ONEOK Holdings Transaction - On September 10, 2026, we announced the closing of the ONEOK Holdings Transaction. In connection with the ONEOK Holdings Transaction, we completed a Reorganization whereby a newly formed company, Falcon TopCo, became the successor to Legacy ONEOK and was renamed ONEOK, Inc. As part of the Reorganization, Legacy ONEOK merged with and into Falcon Merger Sub, with Falcon Merger Sub surviving the merger as ONEOK, L.L.C. Upon completion of the Reorganization, each outstanding share of Legacy ONEOK common stock automatically converted into an equivalent corresponding share of ONEOK common stock. The Reorganization was accounted for as a common control transaction and does not represent a change in the reporting entity.
Subsequent to the Reorganization and pursuant to the Contribution Agreement, (i) Apollo made a $9 billion cash contribution to ONEOK Holdings in exchange for Class B Units and became the sole Class B Member of ONEOK Holdings and (ii) ONEOK contributed the equity interests in ONEOK, L.L.C., which holds all of ONEOK’s operating entities, to ONEOK Holdings in exchange for Class A Units and became the sole Class A Member of ONEOK Holdings. All debt is held at ONEOK, L.L.C. and the Class B investment is structurally subordinated to the debt.
17
After the Reorganization and the ONEOK Holdings Transaction, ONEOK’s structure is as follows:
The Class A Units entitle ONEOK to receive total cash available for distribution after the payment of quarterly distributions to the Class B Member. The Class A Units also provide us with the right to appoint and remove all members of the board of managers of ONEOK Holdings. We also control quarterly distributions, subject to required distributions if we declare a common dividend, repurchase common stock, or otherwise return capital to public shareholders, or if a special distribution is declared by ONEOK Holdings. ONEOK, L.L.C. can at any time distribute cash to ONEOK for the payment of taxes. ONEOK Holdings is a consolidated subsidiary of ONEOK, and the Class B Units are presented as noncontrolling interests within total equity in our Consolidated Balance Sheets because we, through ownership of the Class A Units, retain control over ONEOK Holdings and there are no redemption rights that require settlement in cash outside of our control.
Subject to our right to approve a distribution, the Class B Units provide the Class B Member with certain quarterly distributions equal to a percentage of CFFO, payable no later than the third business day following February 15, May 15, August 15 and November 15 of each year. During the Initial Period, the Class B Member distributions are equal to 15% (or up to 20%, at our discretion) of CFFO, with the remainder distributed to us. The distribution percentage is equal to 20% of CFFO during the periods in which our leverage ratio, as defined in the Operating Agreement, exceeds 4.5 to 1. The Class B Units also provide the Class B Member with certain protective consent rights over specified actions outside the ordinary course of business of ONEOK Holdings. Such rights are limited to ONEOK Holdings and do not extend to ONEOK or ONEOK, L.L.C. The Class B Units do not provide the Class B Member with a stated liquidation preference in ONEOK Holdings.
The Class B Units limit the Class B Member to the applicable Base Return on the $9 billion initial investment. Income is attributed to the Class B Units consistent with the contractual terms specified within the Operating Agreement, which includes the Class B Units sharing in earnings up to the stated Base Return. Income is attributed to the Class B Units as the then-applicable Base Return is earned on the outstanding investment balance and is recorded as income attributable to noncontrolling interests in our Consolidated Statements of Income. Distributions received by the Class B Member in excess of the income attribution are treated as a return of capital and reduce the carrying amount of its investment.
Following the ONEOK Holdings Transaction, we recorded a one-time noncash income tax benefit of $336 million during the quarter ended September 30, 2026, due primarily to the remeasurement of deferred tax balances and the release of valuation allowances on certain state net operating losses and tax credit carryforwards that are more likely than not to be utilized prior to their expiration. The tax benefit was recorded as a discrete event in the quarter. Our estimated annualized effective tax rate before the discrete event did not have a material change. As a result of the discrete event, the annual effective tax rate for the nine months ended September 30, 2026, decreased to 14.2%.
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The Operating Agreement provides us with the right to purchase all outstanding Class B Units. Prior to the 15th anniversary of the investment, the purchase price equals the amount necessary for the Class B Member to achieve the then-applicable Base Return (the Buyout Amount); provided that, prior to the eighth anniversary of the investment, we may exercise this right only after the Class B investment balance has been reduced to $200 million. From the 15th anniversary through the 20th anniversary, the purchase price equals 115% of the Buyout Amount. Thereafter, we may purchase the Class B Units during specified buyout periods pursuant to the Operating Agreement.
The Operating Agreement provides the Class B Member with certain rights upon a change of control. Upon (i) a change of control of ONEOK that is approved by the board of directors and (ii) a ratings downgrade of an acquiring company’s or ONEOK’s senior unsecured long-term indebtedness to below investment grade or such ratings being withdrawn or otherwise no longer rated by the applicable rating agency or certain other actions of an acquiring company, the Class B Member may require the Class A Member to purchase all Class B Units at the then-applicable Buyout Amount, if on or before the 15th anniversary, or 115% of the Buyout Amount if thereafter.
The Operating Agreement also provides the Class B Member with an equity conversion right. Following the 20th anniversary of the investment and once the outstanding Class B investment balance has been reduced to $200 million, the Class B Member may elect to convert all outstanding Class B Units into a variable number of shares of publicly traded common equity of ONEOK subject to an explicit limit on the number of shares issued.
Common 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, May and August 2026 were $1.07 per share. We declared a quarterly common stock dividend of $1.07 per share in October 2026. The quarterly common stock dividend will be paid on November 16, 2026, to shareholders of record at the close of business on November 2, 2026.
G. VARIABLE INTEREST ENTITIES
Consolidated Variable Interest Entities (VIEs) - As of September 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 September 30, 2026:
| September 30, 2026 | ||||||||
| (Millions of dollars) | ||||||||
| Assets: | ||||||||
| Cash and cash equivalents | $ | 159 | ||||||
| Accounts receivable, net | $ | 12 | ||||||
| Other current assets | $ | 2 | ||||||
| Net property, plant and equipment | $ | 572 | ||||||
| Liabilities: | ||||||||
| Accounts payable | $ | 50 | ||||||
| Other current liabilities | $ | 1 | ||||||
| Other deferred credits | $ | 2 | ||||||
19
H. EARNINGS PER SHARE
The following tables set forth the computation of basic and diluted EPS for the periods indicated:
| Three Months Ended September 30, 2026 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | 1,350 | 631.1 | $ | 2.14 | ||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | — | 1.5 | |||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | 1,350 | 632.6 | $ | 2.13 | ||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | 939 | 630.6 | $ | 1.49 | ||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | — | 0.9 | |||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | 939 | 631.5 | $ | 1.49 | ||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | 3,090 | 630.9 | $ | 4.90 | ||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | — | 1.2 | |||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | 3,090 | 632.1 | $ | 4.89 | ||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | 2,416 | 623.1 | $ | 3.88 | ||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | — | 1.0 | |||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | 2,416 | 624.1 | $ | 3.87 | ||||||||||||
20
I. 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||
| Northern Border | $ | 27 | $ | 28 | $ | 96 | $ | 76 | |||||||||||||||
| Overland Pass | 22 | 22 | 70 | 68 | |||||||||||||||||||
| Saddlehorn | 13 | 13 | 35 | 39 | |||||||||||||||||||
| Matterhorn | 10 | 2 | 32 | 10 | |||||||||||||||||||
| Roadrunner | 10 | 10 | 30 | 31 | |||||||||||||||||||
| BridgeTex | 12 | 9 | 28 | 31 | |||||||||||||||||||
| Powder Springs | — | — | (26) | 2 | |||||||||||||||||||
| Other | 9 | 8 | 30 | 24 | |||||||||||||||||||
| Equity in net earnings from investments | $ | 103 | $ | 92 | $ | 295 | $ | 281 | |||||||||||||||
| Impairment of equity investments | $ | — | $ | — | $ | (60) | $ | — | |||||||||||||||
We incurred expenses in transactions with unconsolidated affiliates of $76 million and $67 million for the three months ended September 30, 2026 and 2025, respectively, and $221 million and $218 million for the nine months ended September 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 nine months ended September 30, 2026, we recorded equity contributions to Texas City Logistics, Eiger and Matterhorn of $238 million, $190 million and $136 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.
J. 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.
21
K. 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 September 30, 2026, and December 31, 2025, related to customer receivables. Revenue sources are disaggregated in Note L.
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 September 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 | $ | 372 | ||||||
| 2027 | 1,298 | |||||||
| 2028 | 1,088 | |||||||
| 2029 | 908 | |||||||
| 2030 and beyond | 2,975 | |||||||
| Total | $ | 6,641 | ||||||
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.
L. 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 are excluded from the tables below as that information is not regularly provided to the chief operating decision-maker.
22
Operating Segment Information - The following tables set forth certain selected financial information for our operating segments for the periods indicated:
| Three Months Ended September 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 | $ | 1,483 | $ | 4,920 | $ | — | $ | 5,974 | $ | 12,377 | |||||||||||||||||||
| Residue natural gas sales | 521 | — | 337 | — | 858 | ||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | 253 | 120 | — | — | 373 | ||||||||||||||||||||||||
| Transportation and storage revenue | — | 54 | 171 | 611 | 836 | ||||||||||||||||||||||||
| Other revenue | 8 | 3 | — | 60 | 71 | ||||||||||||||||||||||||
| Total revenues (a) | 2,265 | 5,097 | 508 | 6,645 | 14,515 | ||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (1,445) | (4,184) | (274) | (5,768) | (11,671) | ||||||||||||||||||||||||
| Operating costs | (264) | (230) | (71) | (251) | (816) | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 1 | 26 | 67 | 49 | 143 | ||||||||||||||||||||||||
| Noncash compensation expense and other | 6 | 9 | 1 | 10 | 26 | ||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | 563 | $ | 718 | $ | 231 | $ | 685 | $ | 2,197 | |||||||||||||||||||
| Depreciation and amortization | $ | (137) | $ | (119) | $ | (25) | $ | (112) | $ | (393) | |||||||||||||||||||
| Equity in net earnings from investments | $ | 1 | $ | 23 | $ | 47 | $ | 32 | $ | 103 | |||||||||||||||||||
| Capital expenditures | $ | 398 | $ | 262 | $ | 59 | $ | 200 | $ | 919 | |||||||||||||||||||
(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 September 30, 2026 | Total Segments | Other and Eliminations | Total | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| Reconciliations of total segments to consolidated | |||||||||||||||||
| Liquids commodity sales | $ | 12,377 | $ | (2,013) | $ | 10,364 | |||||||||||
| Residue natural gas sales | 858 | (32) | 826 | ||||||||||||||
| Exchange services and natural gas gathering and processing revenue | 373 | — | 373 | ||||||||||||||
| Transportation and storage revenue | 836 | (13) | 823 | ||||||||||||||
| Other revenue | 71 | (2) | 69 | ||||||||||||||
| Total revenues (a) | $ | 14,515 | $ | (2,060) | $ | 12,455 | |||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | (11,671) | $ | 2,059 | $ | (9,612) | |||||||||||
| Operating costs | $ | (816) | $ | (45) | $ | (861) | |||||||||||
| Depreciation and amortization | $ | (393) | $ | (2) | $ | (395) | |||||||||||
| Equity in net earnings from investments | $ | 103 | $ | — | $ | 103 | |||||||||||
| Capital expenditures | $ | 919 | $ | 18 | $ | 937 | |||||||||||
(a) - Substantially all of our revenues are related to contracts with customers.
23
| Three Months Ended September 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 | $ | 1,066 | $ | 3,746 | $ | — | $ | 3,010 | $ | 7,822 | |||||||||||||||||||
| Residue natural gas sales | 468 | — | 296 | — | 764 | ||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | 298 | 111 | — | — | 409 | ||||||||||||||||||||||||
| Transportation and storage revenue | — | 36 | 154 | 590 | 780 | ||||||||||||||||||||||||
| Other revenue | 9 | 2 | — | 29 | 40 | ||||||||||||||||||||||||
| Total revenues (a) | 1,841 | 3,895 | 450 | 3,629 | 9,815 | ||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (1,038) | (2,977) | (255) | (2,873) | (7,143) | ||||||||||||||||||||||||
| Operating costs | (244) | (202) | (59) | (231) | (736) | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 1 | 26 | 63 | 40 | 130 | ||||||||||||||||||||||||
| Noncash compensation expense and other | 6 | 6 | 1 | 17 | 30 | ||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | 566 | $ | 748 | $ | 200 | $ | 582 | $ | 2,096 | |||||||||||||||||||
| Depreciation and amortization | $ | (126) | $ | (116) | $ | (25) | $ | (108) | $ | (375) | |||||||||||||||||||
| Equity in net earnings from investments | $ | 1 | $ | 24 | $ | 39 | $ | 28 | $ | 92 | |||||||||||||||||||
| Capital expenditures | $ | 302 | $ | 218 | $ | 55 | $ | 214 | $ | 789 | |||||||||||||||||||
| Three Months Ended September 30, 2025 | Total Segments | Other and Eliminations | Total | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| Reconciliations of total segments to consolidated | |||||||||||||||||
| Liquids commodity sales | $ | 7,822 | $ | (1,157) | $ | 6,665 | |||||||||||
| Residue natural gas sales | 764 | (13) | 751 | ||||||||||||||
| Exchange services and natural gas gathering and processing revenue | 409 | (3) | 406 | ||||||||||||||
| Transportation and storage revenue | 780 | (5) | 775 | ||||||||||||||
| Other revenue | 40 | (3) | 37 | ||||||||||||||
| Total revenues (a) | $ | 9,815 | $ | (1,181) | $ | 8,634 | |||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | (7,143) | $ | 1,181 | $ | (5,962) | |||||||||||
| Operating costs | $ | (736) | $ | (2) | $ | (738) | |||||||||||
| Depreciation and amortization | $ | (375) | $ | (3) | $ | (378) | |||||||||||
| Equity in net earnings from investments | $ | 92 | $ | — | $ | 92 | |||||||||||
| Capital expenditures | $ | 789 | $ | 15 | $ | 804 | |||||||||||
(a) - Substantially all of our revenues are related to contracts with customers.
24
| Nine Months Ended September 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 | $ | 3,942 | $ | 12,834 | $ | — | $ | 16,587 | $ | 33,363 | |||||||||||||||||||
| Residue natural gas sales | 1,403 | — | 1,070 | — | 2,473 | ||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | 773 | 319 | — | — | 1,092 | ||||||||||||||||||||||||
| Transportation and storage revenue | — | 174 | 512 | 1,779 | 2,465 | ||||||||||||||||||||||||
| Other revenue | 22 | 9 | 1 | 129 | 161 | ||||||||||||||||||||||||
| Total revenues (a) | 6,140 | 13,336 | 1,583 | 18,495 | 39,554 | ||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (3,817) | (10,698) | (740) | (16,088) | (31,343) | ||||||||||||||||||||||||
| Operating costs | (769) | (661) | (195) | (747) | (2,372) | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 3 | 79 | 217 | 108 | 407 | ||||||||||||||||||||||||
| Noncash compensation expense and other | 19 | 27 | 2 | 36 | 84 | ||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | 1,576 | $ | 2,083 | $ | 867 | $ | 1,804 | $ | 6,330 | |||||||||||||||||||
| Depreciation and amortization | $ | (398) | $ | (342) | $ | (78) | $ | (333) | $ | (1,151) | |||||||||||||||||||
| Equity in net earnings from investments | $ | 2 | $ | 70 | $ | 158 | $ | 65 | $ | 295 | |||||||||||||||||||
| Impairment of equity investments | $ | — | $ | — | $ | — | $ | (60) | $ | (60) | |||||||||||||||||||
| Investments in unconsolidated affiliates | $ | 41 | $ | 893 | $ | 1,266 | $ | 1,173 | $ | 3,373 | |||||||||||||||||||
| Capital expenditures | $ | 900 | $ | 774 | $ | 120 | $ | 571 | $ | 2,365 | |||||||||||||||||||
(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 $4.0 billion for the Natural Gas Gathering and Processing segment, $1.1 billion for the Natural Gas Liquids segment and were not material for the Refined Products and Crude and Natural Gas Pipelines segments.
| Nine Months Ended September 30, 2026 | Total Segments | Other and Eliminations | Total | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| Reconciliations of total segments to consolidated | |||||||||||||||||
| Liquids commodity sales | $ | 33,363 | $ | (5,324) | $ | 28,039 | |||||||||||
| Residue natural gas sales | 2,473 | (63) | 2,410 | ||||||||||||||
| Exchange services and natural gas gathering and processing revenue | 1,092 | — | 1,092 | ||||||||||||||
| Transportation and storage revenue | 2,465 | (38) | 2,427 | ||||||||||||||
| Other revenue | 161 | (7) | 154 | ||||||||||||||
| Total revenues (a) | $ | 39,554 | $ | (5,432) | $ | 34,122 | |||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | (31,343) | $ | 5,436 | $ | (25,907) | |||||||||||
| Operating costs | $ | (2,372) | $ | (58) | $ | (2,430) | |||||||||||
| Depreciation and amortization | $ | (1,151) | $ | (9) | $ | (1,160) | |||||||||||
| Equity in net earnings from investments | $ | 295 | $ | — | $ | 295 | |||||||||||
| Impairment of equity investments | $ | (60) | $ | — | $ | (60) | |||||||||||
| Investments in unconsolidated affiliates | $ | 3,373 | $ | 9 | $ | 3,382 | |||||||||||
| Capital expenditures | $ | 2,365 | $ | 49 | $ | 2,414 | |||||||||||
(a) - Substantially all of our revenues are related to contracts with customers.
25
| Nine Months Ended September 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 | $ | 3,393 | $ | 11,598 | $ | — | $ | 7,227 | $ | 22,218 | |||||||||||||||||||
| Residue natural gas sales | 1,615 | — | 872 | — | 2,487 | ||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | 852 | 307 | — | — | 1,159 | ||||||||||||||||||||||||
| Transportation and storage revenue | — | 121 | 447 | 1,692 | 2,260 | ||||||||||||||||||||||||
| Other revenue | 26 | 8 | — | 86 | 120 | ||||||||||||||||||||||||
| Total revenues (a) | 5,886 | 12,034 | 1,319 | 9,005 | 28,244 | ||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (3,576) | (9,464) | (735) | (6,883) | (20,658) | ||||||||||||||||||||||||
| Operating costs | (737) | (615) | (167) | (672) | (2,191) | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 4 | 76 | 179 | 122 | 381 | ||||||||||||||||||||||||
| Noncash compensation expense and other | 20 | 25 | 4 | 38 | 87 | ||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | 1,597 | $ | 2,056 | $ | 600 | $ | 1,610 | $ | 5,863 | |||||||||||||||||||
| Depreciation and amortization | $ | (374) | $ | (341) | $ | (73) | $ | (330) | $ | (1,118) | |||||||||||||||||||
| Equity in net earnings from investments | $ | 3 | $ | 69 | $ | 116 | $ | 93 | $ | 281 | |||||||||||||||||||
| Investments in unconsolidated affiliates | $ | 40 | $ | 597 | $ | 860 | $ | 1,271 | $ | 2,768 | |||||||||||||||||||
| Capital expenditures | $ | 884 | $ | 524 | $ | 169 | $ | 539 | $ | 2,116 | |||||||||||||||||||
(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 $3.4 billion for the Natural Gas Gathering and Processing segment, $0.2 billion for the Natural Gas Liquids segment and were not material for the Refined Products and Crude and Natural Gas Pipelines segments.
| Nine Months Ended September 30, 2025 | Total Segments | Other and Eliminations | Total | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| Reconciliations of total segments to consolidated | |||||||||||||||||
| Liquids commodity sales | $ | 22,218 | $ | (3,604) | $ | 18,614 | |||||||||||
| Residue natural gas sales | 2,487 | (47) | 2,440 | ||||||||||||||
| Exchange services and natural gas gathering and processing revenue | 1,159 | (3) | 1,156 | ||||||||||||||
| Transportation and storage revenue | 2,260 | (15) | 2,245 | ||||||||||||||
| Other revenue | 120 | (11) | 109 | ||||||||||||||
| Total revenues (a) | $ | 28,244 | $ | (3,680) | $ | 24,564 | |||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | (20,658) | $ | 3,681 | $ | (16,977) | |||||||||||
| Operating costs | $ | (2,191) | $ | (5) | $ | (2,196) | |||||||||||
| Depreciation and amortization | $ | (1,118) | $ | (8) | $ | (1,126) | |||||||||||
| Equity in net earnings from investments | $ | 281 | $ | — | $ | 281 | |||||||||||
| Investments in unconsolidated affiliates | $ | 2,768 | $ | 5 | $ | 2,773 | |||||||||||
| Capital expenditures | $ | 2,116 | $ | 66 | $ | 2,182 | |||||||||||
26
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Reconciliation of income before income taxes to total segment adjusted EBITDA | (Millions of dollars) | |||||||||||||||||||||||||
| Income before income taxes | $ | 1,358 | $ | 1,237 | $ | 3,645 | $ | 3,238 | ||||||||||||||||||
| Interest expense, net of capitalized interest | 415 | 450 | 1,288 | 1,330 | ||||||||||||||||||||||
| Depreciation and amortization | 395 | 378 | 1,160 | 1,126 | ||||||||||||||||||||||
Adjusted EBITDA from unconsolidated affiliates | 143 | 129 | 407 | 381 | ||||||||||||||||||||||
| Equity in net earnings from investments | (103) | (92) | (295) | (281) | ||||||||||||||||||||||
| Impairment of equity investments | — | — | 60 | — | ||||||||||||||||||||||
| Noncash compensation expense and other (a) | 30 | 17 | 91 | 81 | ||||||||||||||||||||||
| Corporate other (a)(b) | (41) | (23) | (26) | (12) | ||||||||||||||||||||||
| Total segment adjusted EBITDA | $ | 2,197 | $ | 2,096 | $ | 6,330 | $ | 5,863 | ||||||||||||||||||
(b) - The three and nine months ended September 30, 2026, included a $53 million net benefit from the ONEOK Holdings Transaction and Brazos Midland Acquisition, related primarily to corporate net gains on extinguishment of debt, offset by costs. The three and nine months ended September 30, 2025, included corporate net gains on extinguishment of debt of $22 million and $58 million, respectively, in connection with open market repurchases.
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.
ONEOK Holdings Transaction - On September 10, 2026, we announced the closing of the ONEOK Holdings Transaction. Subsequent to the Reorganization and pursuant to the Contribution Agreement, (i) Apollo made a $9 billion cash contribution to ONEOK Holdings in exchange for Class B Units and became the sole Class B Member of ONEOK Holdings and (ii) ONEOK contributed the equity interests in ONEOK, L.L.C., which holds all of ONEOK’s operating entities, to ONEOK Holdings in exchange for Class A Units and became the sole Class A Member of ONEOK Holdings. All debt is held at ONEOK, L.L.C. and the Class B investment is structurally subordinated to the debt. The capped return on Class B Units is 7.01% for the first nine years of the investment, which is lower than our cost of publicly traded equity. Distributions to the Class B Member in excess of the Base Return will reduce the Class B investment balance outstanding over time. We used $5 billion of proceeds from this transaction to fund the repayment of existing indebtedness outlined below, which accelerated our deleveraging timeline and further enhanced our balance sheet. The remaining cash proceeds on hand funded the Brazos Midland Acquisition, which closed in early October.
Following the closing of the ONEOK Holdings Transactions and planned debt repayments, S&P and Fitch upgraded our long-term credit ratings to BBB+ from BBB with stable outlooks.
For additional information on the ONEOK Holdings Transaction, see Note F of the Notes to Consolidated Financial Statements in this Quarterly Report.
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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.
In September 2026, we completed the following debt extinguishments with proceeds received from the ONEOK Holdings Transaction:
| Principal Extinguished | |||||
| (Millions of dollars, except for percentages or where specified) | |||||
| $1.2 Billion Term Loan Agreement | $ | 1,200 | |||
| Commercial paper | 800 | ||||
$750 at 5.55% due November 2026 | 750 | ||||
$1,250 at 4.25% due September 2027 | 250 | ||||
| Cash tender offers accepted (a): | |||||
$800 at 3.95% due March 2050 | 368 | ||||
$500 at 4.2% due October 2047 | 197 | ||||
$500 at 4.5% due March 2050 | 101 | ||||
$250 at 4.2% due March 2045 | 64 | ||||
$500 at 4.25% due September 2046 | 203 | ||||
$750 at 4.45% due September 2049 | 86 | ||||
$250 at 4.2% due December 2042 | 25 | ||||
$500 at 4.85% due February 2049 | 195 | ||||
$700 at 4.95% due July 2047 | 159 | ||||
$450 at 5.05% due April 2045 | 167 | ||||
$1,000 at 5.2% due July 2048 | 370 | ||||
$550 at 5.15% due October 2043 | 150 | ||||
$500 at 5.45% due June 2047 | 297 | ||||
$1,500 at 5.7% due November 2054 | 80 | ||||
| Total | $ | 5,462 | |||
(a) - In September 2026, pursuant to cash tender offers in connection with the ONEOK Holdings Transaction, we repurchased certain of our senior notes with an aggregate principal amount of $2.5 billion for total consideration of $2.0 billion, including accrued and unpaid interest. Many of the tendered notes were previously recorded at fair value upon acquisition. Therefore, net gains on debt extinguishment were not material.
Brazos Midland Acquisition - On August 18, 2026, we entered into the Brazos Midland Purchase Agreement with Brazos Midstream to acquire Brazos Midstream’s Permian Midland Basin natural gas gathering and processing assets. On October 6, 2026, we completed the Brazos Midland Acquisition and acquired 100% of the issued and outstanding membership interests of Brazos Midland for total cash consideration of approximately $4.6 billion, which includes the $4.425 billion announced purchase price and approximately $135 million of closing adjustments related primarily to Brazos Midstream capital spend. We funded the acquisition with proceeds received from the ONEOK Holdings Transaction and short-term borrowings.
For additional information on the Brazos Midland Acquisition, see Note B of the Notes to Consolidated Financial Statements in this Quarterly Report.
Business Update and Market Conditions - Earnings increased in the third quarter of 2026, compared with the third 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 nine months ended September 30, 2026. These conditions have also contributed to historically wide crack spreads and high refinery utilization rates resulting in higher Refined Products volumes on our system. The current market environment highlights 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,
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location and seasonal price differentials in our optimization and marketing businesses as we deliver volumes to where they are needed most.
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 | 400 MMcf/d processing plant with carbon dioxide treater in the Permian Basin | $380 | Second Quarter 2027 | ||||||||
| Cutter I plant | 60 MMcf/d processing plant in the Powder River Basin. | $180 | Fourth Quarter 2026 | ||||||||
| Cutter II plant | 120 MMcf/d processing plant in the Powder River Basin | $200 | First-half 2028 | ||||||||
| Cassidy II plant | 330 MMcf/d processing plant in the Permian Basin | $180 (d) | Third Quarter 2027 | ||||||||
| Natural Gas Liquids | |||||||||||
Medford fractionator | Rebuild our 210 MBbl/d NGL fractionation facility in Medford, Oklahoma | $550 | (b) | ||||||||
Texas City Logistics export terminal (c) | 400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas | $700 | Early 2028 | ||||||||
| Delaware NGL expansion | 245 MBbl/d expansion of NGL takeaway capacity through new lateral connections and looping | $305 | Third Quarter 2027 | ||||||||
| 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 | Completed | ||||||||
(a) - Excludes capitalized interest/AFUDC. For our Texas City Logistics, MBTC Pipeline, Cutter I plant, Cutter II plant 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.
(d) - Represents our incremental portion subsequent to the Brazos Midland Acquisition.
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. In addition, we expect to place Cassidy I, a 330 MMcf/d processing plant in the Permian Basin, into service in the fourth quarter of 2026.
For a discussion of our capital expenditure financing, see “Capital Expenditures” in the “Liquidity and Capital Resources” section.
Common Dividends - In February, May and August 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 October 2026. The quarterly common stock dividend will be paid on November 16, 2026, to shareholders of record at the close of business on November 2, 2026.
Goodwill Impairment Review - We assess our goodwill for impairment at least annually as of July 1, unless events or changes in circumstances indicate an impairment may have occurred before that time. At July 1, 2026, we assessed qualitative factors to determine whether it was more likely than not that the fair value of each of our reporting units with goodwill was less than its carrying amount. After assessing qualitative factors (including macroeconomic conditions, industry and market considerations, costs and overall financial performance), we determined that it was more likely than not that the fair value of each of our reporting units was not less than their respective carrying value, that no further testing was necessary, and that goodwill was not considered impaired.
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FINANCIAL RESULTS AND OPERATING INFORMATION
How We Evaluate Our Operations
Management uses a variety of financial and operating metrics to analyze our performance. Our consolidated financial metrics include: (1) operating income; (2) net income; (3) diluted EPS; and (4) adjusted EBITDA. We evaluate segment operating results using adjusted EBITDA and our operating metrics, which include various volume and rate statistics that are relevant for the respective segment. These operating metrics allow investors to analyze the various components of segment financial results in terms of volumes and rate/price. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results. For additional information on our operating metrics, see the respective segment subsections of this “Financial Results and Operating Information” section.
Non-GAAP Financial Measures - Adjusted EBITDA is a non-GAAP measure of our financial performance. Adjusted EBITDA is defined as net income adjusted for interest expense, depreciation and amortization, noncash impairment charges, income taxes, 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.
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Consolidated Operations
Selected Financial Results - The following table sets forth certain selected financial results for the periods indicated:
| Three Months Ended | Nine Months Ended | Three Months | Nine Months | ||||||||||||||||||||||||||||||||
| September 30, | September 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 | $ | 11,190 | $ | 7,416 | $ | 30,449 | $ | 21,054 | 3,774 | 9,395 | |||||||||||||||||||||||||
| Services and other | 1,265 | 1,218 | 3,673 | 3,510 | 47 | 163 | |||||||||||||||||||||||||||||
| Total revenues | 12,455 | 8,634 | 34,122 | 24,564 | 3,821 | 9,558 | |||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of items shown separately below) | 9,612 | 5,962 | 25,907 | 16,977 | 3,650 | 8,930 | |||||||||||||||||||||||||||||
| Operating costs | 861 | 738 | 2,430 | 2,196 | 123 | 234 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 395 | 378 | 1,160 | 1,126 | 17 | 34 | |||||||||||||||||||||||||||||
| Transaction costs | 15 | 10 | 26 | 74 | 5 | (48) | |||||||||||||||||||||||||||||
| Other operating expense (income), net | 4 | (12) | 10 | (18) | (16) | (28) | |||||||||||||||||||||||||||||
| Operating income | $ | 1,568 | $ | 1,558 | $ | 4,589 | $ | 4,209 | 10 | 380 | |||||||||||||||||||||||||
| Equity in net earnings from investments | $ | 103 | $ | 92 | $ | 295 | $ | 281 | 11 | 14 | |||||||||||||||||||||||||
| Impairment of equity investments | $ | — | $ | — | $ | (60) | $ | — | — | (60) | |||||||||||||||||||||||||
| Interest expense, net of capitalized interest | $ | (415) | $ | (450) | $ | (1,288) | $ | (1,330) | (35) | (42) | |||||||||||||||||||||||||
| Net income | $ | 1,384 | $ | 940 | $ | 3,127 | $ | 2,484 | 444 | 643 | |||||||||||||||||||||||||
| Net income attributable to ONEOK | $ | 1,350 | $ | 939 | $ | 3,090 | $ | 2,416 | 411 | 674 | |||||||||||||||||||||||||
| Diluted EPS | $ | 2.13 | $ | 1.49 | $ | 4.89 | $ | 3.87 | 0.64 | 1.02 | |||||||||||||||||||||||||
| Adjusted EBITDA | $ | 2,238 | $ | 2,119 | $ | 6,356 | $ | 5,875 | 119 | 481 | |||||||||||||||||||||||||
| Capital expenditures | $ | 937 | $ | 804 | $ | 2,414 | $ | 2,182 | 133 | 232 | |||||||||||||||||||||||||
Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel in our Consolidated Statements of Income and, therefore, the impact is largely offset between these line items.
Operating income increased $10 million for the three months ended September 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•Natural Gas Gathering and Processing - $18 million decrease due primarily to higher operating costs, offset partially by higher volumes across all regions and higher realized condensate and natural gas prices, net of hedging.
•Natural Gas Liquids - $36 million decrease due primarily to higher inventory of unfractionated NGLs and higher operating costs, offset partially by higher optimization and marketing and higher volumes in the Gulf Coast/Permian region.
•Natural Gas Pipelines - $28 million increase due primarily to higher optimization and marketing and higher firm transportation revenue, offset partially by higher operating costs.
•Refined Products and Crude - $87 million increase due primarily to higher optimization and marketing and higher transportation and storage, offset partially by higher operating costs.
Operating income increased $380 million for the nine months ended September 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•Natural Gas Gathering and Processing - $55 million decrease due primarily to lower realized NGL and natural gas prices, net of hedging and higher operating costs, offset partially by higher volumes across all regions.
•Natural Gas Liquids - $22 million increase due primarily to higher optimization and marketing and higher volumes across our system, offset partially by lower average fee rates, higher inventory of unfractionated NGLs and higher operating costs.
•Natural Gas Pipelines - $227 million increase due primarily to higher optimization and marketing and higher firm transportation revenue, offset partially by higher operating costs.
•Refined Products and Crude - $190 million increase due primarily to higher optimization and marketing and higher transportation and storage, offset partially by higher operating costs.
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Net income and diluted EPS increased for the three months ended September 30, 2026, compared with the same period in 2025, due primarily to the items discussed above and a one-time noncash income tax benefit recorded following the ONEOK Holdings Transaction in September 2026.
Net income and diluted EPS increased for the nine months ended September 30, 2026, compared with the same period in 2025, due primarily to the items discussed above and a one-time noncash income tax benefit recorded following the ONEOK Holdings Transaction in September 2026, 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.
Capital expenditures increased for the three and nine months ended September 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.
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 | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
| September 30, | September 30, | 2026 vs. 2025 | 2026 vs. 2025 | |||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | ||||||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||||||||
| NGL and condensate sales | $ | 1,483 | $ | 1,066 | $ | 3,942 | $ | 3,393 | 417 | 549 | ||||||||||||||||||||||
| Residue natural gas sales | 521 | 468 | 1,403 | 1,615 | 53 | (212) | ||||||||||||||||||||||||||
| Gathering, compression, dehydration and processing fees and other revenue | 261 | 307 | 795 | 878 | (46) | (83) | ||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (1,445) | (1,038) | (3,817) | (3,576) | 407 | 241 | ||||||||||||||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (256) | (237) | (743) | (716) | 19 | 27 | ||||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 1 | 1 | 3 | 4 | — | (1) | ||||||||||||||||||||||||||
| Other | (2) | (1) | (7) | (1) | (1) | (6) | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 563 | $ | 566 | $ | 1,576 | $ | 1,597 | (3) | (21) | ||||||||||||||||||||||
| Capital expenditures | $ | 398 | $ | 302 | $ | 900 | $ | 884 | 96 | 16 | ||||||||||||||||||||||
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 $3 million for the three months ended September 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•$19 million decrease from higher operating costs due primarily to $11 million of higher outside services related to the timing of projects and $7 million of higher employee-related costs associated with the growth of our operations.
•$11 million increase from higher volumes due to increased production in all regions.
•$6 million increase due primarily to higher realized condensate and natural gas prices, net of hedging, offset partially by lower realized NGL prices, net of hedging.
Adjusted EBITDA decreased $21 million for the nine months ended September 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•$37 million decrease due primarily to lower realized NGL and natural gas prices, net of hedging, offset partially by higher realized condensate prices, net of hedging.
•$27 million decrease from higher operating costs due primarily to $19 million of higher outside services related to the timing of projects and $11 million of higher employee-related costs associated with the growth of our operations.
•$50 million increase from higher volumes due to increased production in all regions.
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Capital expenditures increased for the three and nine months ended September 30, 2026, compared with the same periods in 2025, due primarily to increased expenditures on large capital projects including our Bighorn plant in the Permian Basin and the processing plants in the Powder River Basin, offset partially by the timing of expenditures on routine 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 | Nine Months Ended | |||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||
Operating Information | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Natural gas processed (MMcf/d) (a) | 5,866 | 5,852 | 5,679 | 5,560 | ||||||||||||||||
(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 nine months ended September 30, 2026, compared with the same periods in 2025, due to increased production.
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 | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
| September 30, | September 30, | 2026 vs. 2025 | 2026 vs. 2025 | |||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | ||||||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||||||||
| NGL and condensate sales | $ | 4,920 | $ | 3,746 | $ | 12,834 | $ | 11,598 | 1,174 | 1,236 | ||||||||||||||||||||||
| Exchange services and other revenues | 123 | 113 | 328 | 315 | 10 | 13 | ||||||||||||||||||||||||||
| Transportation and storage revenues | 54 | 36 | 174 | 121 | 18 | 53 | ||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (4,184) | (2,977) | (10,698) | (9,464) | 1,207 | 1,234 | ||||||||||||||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (222) | (195) | (634) | (593) | 27 | 41 | ||||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 26 | 26 | 79 | 76 | — | 3 | ||||||||||||||||||||||||||
| Other | 1 | (1) | — | 3 | 2 | (3) | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 718 | $ | 748 | $ | 2,083 | $ | 2,056 | (30) | 27 | ||||||||||||||||||||||
| Capital expenditures | $ | 262 | $ | 218 | $ | 774 | $ | 524 | 44 | 250 | ||||||||||||||||||||||
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 $30 million for the three months ended September 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•$27 million decrease in exchange services due primarily to:
◦$45 million decrease from higher inventory of unfractionated NGLs.
◦$5 million decrease primarily from narrower product price differentials.
◦$28 million increase from higher volumes, primarily in the Gulf Coast/Permian region.
•$27 million decrease from higher operating costs due primarily to $20 million of higher outside services and $7 million of higher employee-related costs associated with the growth of our operations.
•$29 million increase in optimization and marketing due primarily to $14 million of higher earnings on sales of Purity NGLs held in inventory and $11 million of wider commodity price differentials.
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Adjusted EBITDA increased $27 million for the nine months ended September 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•$82 million increase in optimization and marketing due primarily to $60 million of higher earnings on sales of Purity NGLs held in inventory and $23 million of wider commodity price differentials.
•$41 million decrease from higher operating costs due primarily to $19 million of higher employee-related costs, $14 million of higher outside services and $8 million of higher property taxes associated with the growth of our operations.
•$14 million decrease in transportation and storage due primarily to higher costs and lower volumes.
•$2 million decrease in exchange services due primarily to:
◦$76 million decrease from lower average fee rates and narrower product price differentials in the Gulf Coast/Permian and Mid-Continent regions.
◦$36 million decrease from higher inventory of unfractionated NGLs.
◦$35 million decrease from higher transportation and fractionation costs and timing of operational gains and losses.
◦$146 million increase from higher volumes across our system.
Capital expenditures increased for the three and nine months ended September 30, 2026, compared with the same periods in 2025, due primarily to the Medford fractionator rebuild project and the MBTC Pipeline.
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||
| Operating Information | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Raw feed throughput (MBbl/d) (a) | 1,661 | 1,574 | 1,595 | 1,466 | ||||||||||||||||
Average Conway-to-Mont Belvieu Oil Price Information Service price differential - ethane in ethane/propane mix ($/gallon) | $ | 0.05 | $ | 0.01 | $ | 0.03 | $ | 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 months ended September 30, 2026, compared with the same period in 2025, due primarily to higher volumes in the Gulf Coast/Permian and Mid-Continent regions, offset partially by lower ethane volumes in the Rocky Mountain region. Volumes increased for the nine months ended September 30, 2026, compared with the same period in 2025, due primarily to higher production in all regions across our system.
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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 | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
| September 30, | September 30, | 2026 vs. 2025 | 2026 vs. 2025 | |||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | ||||||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||||||||
| Transportation revenues | $ | 124 | $ | 106 | $ | 370 | $ | 310 | 18 | 60 | ||||||||||||||||||||||
| Storage revenues | 47 | 48 | 142 | 137 | (1) | 5 | ||||||||||||||||||||||||||
| Residue natural gas sales and other revenues | 337 | 296 | 1,071 | 872 | 41 | 199 | ||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (274) | (255) | (740) | (735) | 19 | 5 | ||||||||||||||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (68) | (58) | (187) | (162) | 10 | 25 | ||||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 67 | 63 | 217 | 179 | 4 | 38 | ||||||||||||||||||||||||||
| Other | (2) | — | (6) | (1) | (2) | (5) | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 231 | $ | 200 | $ | 867 | $ | 600 | 31 | 267 | ||||||||||||||||||||||
| Capital expenditures | $ | 59 | $ | 55 | $ | 120 | $ | 169 | 4 | (49) | ||||||||||||||||||||||
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 $31 million for the three months ended September 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•$22 million increase in optimization and marketing activity due primarily to favorable price differentials between the Waha Hub and Katy, Texas, markets.
•$18 million increase in transportation services due primarily to higher firm transportation revenue.
•$4 million increase in adjusted EBITDA from unconsolidated affiliates due primarily to higher earnings on Northern Border and Matterhorn.
•$10 million decrease from higher operating costs due primarily to the timing of projects and the growth of our operations.
Adjusted EBITDA increased $267 million for the nine months ended September 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•$191 million increase in optimization and marketing activity due primarily to favorable price differentials between the Waha Hub and Katy, Texas, markets.
•$60 million increase in transportation services due primarily to higher firm transportation revenue.
•$38 million increase in adjusted EBITDA from unconsolidated affiliates due primarily to higher earnings on Northern Border and Matterhorn.
•$25 million decrease from higher operating costs due primarily to $12 million of higher employee-related costs associated with the growth of our operations and $9 million of higher outside services related to the timing of projects.
Capital expenditures increased for the three months ended September 30, 2026, and decreased for the nine months ended September 30, 2026, compared with the same periods in 2025, due primarily to the timing of growth and maintenance projects.
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||
| Operating Information (a) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Natural gas transportation capacity contracted (MDth/d) | 7,780 | 7,246 | 7,784 | 7,251 | ||||||||||||||||
| Transportation capacity contracted | 92 | % | 90 | % | 92 | % | 90 | % | ||||||||||||
Our natural gas transportation capacity contracted increased for the three and nine months ended September 30, 2026, compared with the same periods in 2025, due primarily to expansion projects and increased volumes contracted.
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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 | Nine Months Ended | Three Months | Nine Months | |||||||||||||||||||||||||||||
| September 30, | September 30, | 2026 vs. 2025 | 2026 vs. 2025 | |||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | ||||||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||||||||
| Product sales | $ | 5,974 | $ | 3,010 | $ | 16,587 | $ | 7,227 | 2,964 | 9,360 | ||||||||||||||||||||||
| Transportation revenues | 456 | 446 | 1,323 | 1,280 | 10 | 43 | ||||||||||||||||||||||||||
| Storage, terminals and other revenues | 215 | 173 | 585 | 498 | 42 | 87 | ||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (5,768) | (2,873) | (16,088) | (6,883) | 2,895 | 9,205 | ||||||||||||||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (243) | (225) | (721) | (652) | 18 | 69 | ||||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 49 | 40 | 108 | 122 | 9 | (14) | ||||||||||||||||||||||||||
| Other | 2 | 11 | 10 | 18 | (9) | (8) | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 685 | $ | 582 | $ | 1,804 | $ | 1,610 | 103 | 194 | ||||||||||||||||||||||
| Impairment of equity investments | $ | — | $ | — | $ | 60 | $ | — | — | 60 | ||||||||||||||||||||||
| Capital expenditures | $ | 200 | $ | 214 | $ | 571 | $ | 539 | (14) | 32 | ||||||||||||||||||||||
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 $103 million for the three months ended September 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•$87 million increase in optimization and marketing due primarily to $67 million of higher liquids blending earnings and $20 million of higher crude marketing earnings.
•$36 million increase in transportation and storage due primarily to:
◦$35 million increase primarily related to favorable margin sharing components within certain crude contracts.
◦$23 million increase primarily from higher Refined Products volumes.
◦$17 million decrease related to the timing of operational gains and losses.
•$18 million decrease from higher operating costs due primarily to $20 million of higher outside services related to the timing of projects and $10 million of higher employee-related costs associated with the growth of our operations, offset partially by $7 million of lower property taxes due primarily to timing.
Adjusted EBITDA increased $194 million for the nine months ended September 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•$151 million increase in optimization and marketing due primarily to $102 million of higher crude marketing earnings and $49 million of higher liquids blending earnings.
•$145 million increase in transportation and storage due primarily to $105 million primarily from higher Refined Products volumes and $42 million primarily related to favorable margin sharing components within certain crude contracts.
•$69 million decrease from higher operating costs due primarily to $27 million of higher employee-related costs associated with the growth of our operations and $24 million of higher outside services related to the timing of projects.
•$14 million decrease in adjusted EBITDA from unconsolidated affiliates due primarily to losses on Powder Springs.
•$12 million decrease due primarily to the sale of environmental credits generated by our liquids blending business in 2025.
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 I of the Notes to Consolidated Financial Statements in this Quarterly Report.
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Capital expenditures decreased for the three months ended September 30, 2026, compared with the same period in 2025, due primarily to the completion of our greater Denver pipeline expansion project in the third quarter of 2026. Capital expenditures increased for the nine months ended September 30, 2026, compared with the same period in 2025, due primarily to our routine and large capital projects, including our greater Denver pipeline expansion project that was completed during the third quarter of 2026.
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||
Operating Information (a) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Refined Products volumes shipped (MBbl/d) | 1,615 | 1,526 | 1,604 | 1,477 | ||||||||||||||||
Crude oil volumes shipped (MBbl/d) | 1,693 | 1,813 | 1,691 | 1,814 | ||||||||||||||||
(a) - Included volumes for consolidated entities only.
Refined Products volumes shipped increased for the three and nine months ended September 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 and location of refinery disruptions.
Crude oil volumes shipped decreased for the three and nine months ended September 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 | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Reconciliation of net income to adjusted EBITDA | (Millions of dollars) | ||||||||||||||||||||||
| Net income | $ | 1,384 | $ | 940 | $ | 3,127 | $ | 2,484 | |||||||||||||||
| Interest expense, net of capitalized interest | 415 | 450 | 1,288 | 1,330 | |||||||||||||||||||
| Depreciation and amortization | 395 | 378 | 1,160 | 1,126 | |||||||||||||||||||
| Income tax expense (benefit) | (26) | 297 | 518 | 754 | |||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 143 | 129 | 407 | 381 | |||||||||||||||||||
| Equity in net earnings from investments | (103) | (92) | (295) | (281) | |||||||||||||||||||
| Impairment of equity investments | — | — | 60 | — | |||||||||||||||||||
| Noncash compensation expense and other (a) | 30 | 17 | 91 | 81 | |||||||||||||||||||
| Adjusted EBITDA | $ | 2,238 | $ | 2,119 | $ | 6,356 | $ | 5,875 | |||||||||||||||
| Reconciliation of segment adjusted EBITDA to adjusted EBITDA | |||||||||||||||||||||||
| Segment adjusted EBITDA: | |||||||||||||||||||||||
| Natural Gas Gathering and Processing | $ | 563 | $ | 566 | $ | 1,576 | $ | 1,597 | |||||||||||||||
| Natural Gas Liquids | 718 | 748 | 2,083 | 2,056 | |||||||||||||||||||
| Natural Gas Pipelines | 231 | 200 | 867 | 600 | |||||||||||||||||||
| Refined Products and Crude | 685 | 582 | 1,804 | 1,610 | |||||||||||||||||||
| Other (a)(b) | 41 | 23 | 26 | 12 | |||||||||||||||||||
| Adjusted EBITDA | $ | 2,238 | $ | 2,119 | $ | 6,356 | $ | 5,875 | |||||||||||||||
(a) - The nine months ended September 30, 2025, included transaction costs related primarily to the EnLink Acquisition of $59 million included within other and $15 million included within noncash compensation expense and other.
(b) - The three and nine months ended September 30, 2026, included a $53 million net benefit from the ONEOK Holdings Transaction and Brazos Midland Acquisition, related primarily to corporate net gains on extinguishment of debt, offset by costs. The three and nine months ended September 30, 2025, included corporate net gains on extinguishment of debt of $22 million and $58 million, respectively, in connection with open market repurchases.
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CONTINGENCIES
See Note J 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 to common shareholders, cash distributions to the Class B Member, 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 commercial paper program, our $3.5 Billion Credit Agreement, which expires in February 2030, and our access to $1.0 billion available through an “at-the-market” equity program. As of October 19, 2026, no shares have been sold through our “at-the-market” equity program.
We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, 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 D of the Notes to Consolidated Financial Statements in this Quarterly Report.
Cash Management - At September 30, 2026, we had $4.2 billion of cash and cash equivalents, including cash held to fund the Brazos Midland Acquisition. 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 - In connection with the Reorganization, ONEOK L.L.C. assumed all the obligations of Legacy ONEOK and ONEOK Partners under their respective outstanding senior notes such that all debt is now held at ONEOK L.L.C, and ONEOK provided a parent guarantee for ONEOK, L.L.C.’s indebtedness. ONEOK’s guarantee of ONEOK, L.L.C.’s indebtedness is full, irrevocable, unconditional and absolute. Liabilities under the guarantee rank equally in right of payment with all of ONEOK’s existing and future senior unsecured indebtedness. ONEOK, L.L.C. holds all of the interests and equity in its subsidiaries, which are nonguarantors, and substantially all of ONEOK’s assets and operations are held by these nonguarantor operating subsidiaries. Therefore, as allowed under Rule 13-01 of Regulation S-X, we have excluded the summarized financial information for ONEOK, L.L.C. as the combined financial information of the issuer and parent guarantor, excluding our ownership of all interest in ONEOK Holdings and ONEOK, L.L.C., reflect 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 E 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 September 30, 2026, we had $85 million of commercial paper outstanding, and no borrowings under our $3.5 Billion Credit Agreement, and we are in compliance with all covenants.
As of September 30, 2026, we had a working capital (defined as current assets less current liabilities) deficit of $1.2 billion, due primarily to current maturities of long-term debt. 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 bore interest at Term SOFR plus an applicable margin of 95 basis points. The $1.2 Billion Term Loan Agreement was scheduled to mature 364 days after June 23, 2026, the date of the initial borrowing, and was used for working capital, capital expenditures and other general corporate purposes. The $1.2 Billion Term Loan Agreement allowed prepayment of all or any portion outstanding, without penalty or premium, and contained substantially the same covenants as those contained in our $3.5 Billion Credit Agreement. As of July 2026, borrowings available under the $1.2 Billion Term Loan Agreement were fully drawn and no additional amounts could be borrowed. In September 2026, we repaid the $1.2 billion balance outstanding on the $1.2 Billion Term Loan Agreement with proceeds received from the ONEOK Holdings Transaction, and the agreement was terminated upon repayment.
For additional information on our $3.5 Billion Credit Agreement and our $1.2 Billion Term Loan Agreement, see Note E 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 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.
ONEOK Holdings Transaction - On September 10, 2026, we announced the closing of the ONEOK Holdings Transaction. Subsequent to the Reorganization and pursuant to the Contribution Agreement, (i) Apollo made a $9 billion cash contribution to ONEOK Holdings in exchange for Class B Units and became the sole Class B Member of ONEOK Holdings and (ii) ONEOK contributed the equity interests in ONEOK, L.L.C., which holds all of ONEOK’s operating entities, to ONEOK Holdings in exchange for Class A Units and became the sole Class A Member of ONEOK Holdings. All debt is held at ONEOK, L.L.C. and the Class B investment is structurally subordinated to the debt.
The Class A Units entitle ONEOK to receive total cash available for distribution after the payment of quarterly distributions to the Class B Member. The Class A Units also provide us with the right to appoint and remove all members of the board of managers of ONEOK Holdings. We also control quarterly distributions, subject to required distributions if we declare a common dividend, repurchase common stock, or otherwise return capital to public shareholders, or if a special distribution is declared by ONEOK Holdings.
Subject to our right to approve a distribution, the Class B Units provide the Class B Member with certain quarterly distributions equal to a percentage of CFFO, payable no later than the third business day following February 15, May 15, August 15 and November 15 of each year. During the Initial Period, the Class B Member distributions are equal to 15% (or up to 20%, at our discretion) of CFFO, with the remainder distributed to us. The distribution percentage is equal to 20% of CFFO during the periods in which our leverage ratio, as defined in the Operating Agreement, exceeds 4.5 to 1. The Class B Units also provide the Class B Member with certain protective consent rights over specified actions outside the ordinary course of business of ONEOK Holdings. Such rights are limited to ONEOK Holdings and do not extend to ONEOK or ONEOK L.L.C. The Class B Units do not provide the Class B Member with a stated liquidation preference in ONEOK Holdings.
For additional information on the ONEOK Holdings Transaction, see Note F of the Notes to Consolidated Financial Statements in this Quarterly Report.
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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.
In September 2026, we completed the following debt extinguishments with proceeds received from the ONEOK Holdings Transaction:
| Principal Extinguished | |||||
| (Millions of dollars, except for percentages or where specified) | |||||
| $1.2 Billion Term Loan Agreement | $ | 1,200 | |||
| Commercial paper | 800 | ||||
$750 at 5.55% due November 2026 | 750 | ||||
$1,250 at 4.25% due September 2027 | 250 | ||||
| Cash tender offers accepted (a): | |||||
$800 at 3.95% due March 2050 | 368 | ||||
$500 at 4.2% due October 2047 | 197 | ||||
$500 at 4.5% due March 2050 | 101 | ||||
$250 at 4.2% due March 2045 | 64 | ||||
$500 at 4.25% due September 2046 | 203 | ||||
$750 at 4.45% due September 2049 | 86 | ||||
$250 at 4.2% due December 2042 | 25 | ||||
$500 at 4.85% due February 2049 | 195 | ||||
$700 at 4.95% due July 2047 | 159 | ||||
$450 at 5.05% due April 2045 | 167 | ||||
$1,000 at 5.2% due July 2048 | 370 | ||||
$550 at 5.15% due October 2043 | 150 | ||||
$500 at 5.45% due June 2047 | 297 | ||||
$1,500 at 5.7% due November 2054 | 80 | ||||
| Total | $ | 5,462 | |||
(a) - In September 2026, pursuant to cash tender offers in connection with the ONEOK Holdings Transaction, we repurchased certain of our senior notes with an aggregate principal amount of $2.5 billion for total consideration of $2.0 billion, including accrued and unpaid interest. Many of the tendered notes were previously recorded at fair value upon acquisition. Therefore, net gains on debt extinguishment were not material.
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 $2.4 billion and $2.2 billion for the nine months ended September 30, 2026 and 2025, respectively.
We expect total capital expenditures of approximately $3.5 billion in 2026, which includes capital expenditures associated with Brazos Midland. See discussion of our primary capital projects in the “Recent Developments” section in this Quarterly Report.
Credit Ratings - Our credit ratings as of October 19, 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 | ||||||||
Following the closing of the ONEOK Holdings Transaction and planned debt repayments, S&P and Fitch upgraded our long-term ratings to BBB+ from BBB with stable outlooks. 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.
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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.
Common Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors. In February, May and August 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 October 2026. The quarterly common stock dividend will be paid on November 16, 2026, to shareholders of record at the close of business on November 2, 2026.
For the nine months ended September 30, 2026, our cash flows from operations exceeded dividends paid by $2.3 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 | ||||||||||||||||||||
| Nine Months Ended | 2026 vs. 2025 | |||||||||||||||||||
| September 30, | $ Increase (Decrease) in Cash | |||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||
| Total cash provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | 4,366 | $ | 4,053 | 313 | |||||||||||||||
| Investing activities | (2,917) | (2,642) | (275) | |||||||||||||||||
| Financing activities | 2,659 | (945) | 3,604 | |||||||||||||||||
| Change in cash and cash equivalents | 4,108 | 466 | 3,642 | |||||||||||||||||
| Cash and cash equivalents at beginning of period | 78 | 733 | (655) | |||||||||||||||||
| Cash and cash equivalents at end of period (a) | $ | 4,186 | $ | 1,199 | 2,987 | |||||||||||||||
(a) - Includes cash held for acquisition, which is included within other assets on our Consolidated Balance Sheets as of September 30, 2026.
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 nine months ended September 30, 2026, increased $534 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, offset partially by lower deferred income taxes as discussed in “Financial Results and Operating Information.”
The changes in operating assets and liabilities decreased operating cash flows $568 million for the nine months ended September 30, 2026, compared with a decrease of $347 million for the same period in 2025. This change is due primarily to
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changes in accounts receivable resulting from the receipt of cash from counterparties and from inventory, both of which vary from period to period, and with changes in commodity prices, and from changes in risk-management assets and liabilities. These changes were offset partially by 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 from changes in other assets and liabilities.
Investing Cash Flows - Cash used in investing activities for the nine months ended September 30, 2026, increased $275 million, compared with the same period in 2025, due primarily to an increase in capital expenditures related to our capital projects and an increase in contributions to unconsolidated affiliates.
Financing Cash Flows - Cash from financing activities for the nine months ended September 30, 2026, increased $3.6 billion, compared with the same period in 2025, due primarily to proceeds received from the ONEOK Holdings Transaction and cash paid in 2025 for the Delaware Basin JV Acquisition, offset partially by an increase in the extinguishment of long-term debt in 2026, a reduction in the issuance of long-term debt in 2026, repayments of 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 parent guarantee obligation 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 senior notes or may impair our ability to access capital;
•the right to receive payments on our outstanding debt securities is unsecured and effectively subordinated to any future secured indebtedness and any existing and future indebtedness of our subsidiaries;
•use by a court of fraudulent conveyance to avoid or subordinate the parent guarantee of our indebtedness;
•the risks associated with recent, pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions, including the Brazos Midland Acquisition, 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, including the Brazos Midland Acquisition;
•our ability to pay dividends, including common stock dividends and distributions on the Class B Units;
•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.
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.
There have been no material changes in market risk exposures that would affect the quantitative and qualitative disclosures presented in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report.
See Note D 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 September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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 J 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.”
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Except as previously reported in our Current Report on Form 8-K filed August 31, 2026, during the three months ended September 30, 2026, we did not sell any equity securities that were not registered under the Securities Act.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.OTHER INFORMATION
During the three months ended September 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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:
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). | ||||
| *Schedules and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ONEOK agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request. | |||||
Attached as Exhibit 101 to this Quarterly Report are the following Inline XBRL-related documents: (i) Document and Entity Information; (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2026 and 2025; (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025; (iv) Consolidated Balance Sheets at September 30, 2026, and December 31, 2025; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025; (vi) Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests for the three and nine months ended September 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: October 28, 2026 | By: | /s/ Walter S. Hulse III | ||||||
| Walter S. Hulse III | ||||||||
| Executive Vice President, Chief Financial Officer, | ||||||||
| Investor Relations and Corporate Development | ||||||||
| (Principal Financial Officer) | ||||||||
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