The following discussion and analysis should be read in conjunction with our unaudited Consolidated Financial Statements and the Notes to Consolidated Financial Statements in this Quarterly Report, as well as our Annual Report.

RECENT DEVELOPMENTS

Please refer to the "Financial Results and Operating Information" and "Liquidity and Capital Resources" sections of Management's Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report for additional information.



Market Conditions, COVID-19 and Business Update - We experienced earnings growth
from increased volumes in the second quarter 2021, compared with the second
quarter 2020, due primarily to increased producer activity in the Rocky Mountain
region and higher commodity prices, highlighting the economic recovery from the
pandemic. Although the energy industry has experienced many up and down cycles,
we have positioned ourselves to reduce exposure to direct commodity price
volatility. Each of our three reportable segments are primarily fee-based, and
we expect our consolidated earnings to be approximately 90% fee-based in 2021.
While our Natural Gas Gathering and Processing segment's earnings are primarily
fee-based, we have direct commodity price exposure related primarily to fee with
POP contracts. In addition, our Natural Gas Gathering and Processing and Natural
Gas Liquids segments are exposed to volumetric risk as a result of reduced
drilling and completion activity, declining well productivity, severe weather
disruption, operational outages and crude oil, NGL and natural gas demand. Our
Natural Gas Pipelines segment is not exposed to significant volumetric risk due
to nearly all of our capacity being subscribed under long-term firm fee-based
contracts.

In continued response to COVID-19, we remain committed to managing the impact of
the pandemic on our employees. We continue to protect our workforce and, as
always, we remain focused on operating our assets safely, reliably and in an
environmentally responsible manner. We continue to monitor the COVID-19 outbreak
and have previously implemented our business continuity plans. ONEOK is a
critical infrastructure business as defined by the United States Department of
Homeland Security and, therefore, our workforce has remained fully engaged
within federal, state and local government issued guidelines and safety-related
ordinances. We continue to practice remote work procedures when possible to
protect the safety of our employees and their families and continue to take
precautions for our employees who work in the field or need to report to a ONEOK
facility. As COVID-19 vaccinations are readily available, we anticipate
implementing a return to office plan later this year. We continue to apply
risk-management and cybersecurity measures designed so that our systems remain
functional in order to both serve our operational needs and to provide service
to our customers.

Due to higher commodity prices and increased producer activity in the regions we
operate, volumes in the second quarter 2021 increased, compared with the first
quarter 2021, in both our Natural Gas Gathering and Processing and Natural Gas
Liquids segments. We expect volumes to remain strong for the remainder of 2021
due to continued increases in producer activity and increased ethane demand from
the petrochemical industry.

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In February 2021, Winter Storm Uri brought significant challenges to the energy
industry and our operating areas. Our employees were proactive in preparing for
the severe winter weather, made the necessary operational adjustments to keep
our assets operational and provided exceptional service to meet the needs of our
customers during the difficult weather conditions as demand for natural gas,
propane and electricity soared. This increased demand, coupled with supply
reductions from wellhead freeze-offs and power outages to processing plants in
the Mid-Continent and Rocky Mountain regions and the Permian Basin and
fractionators in the Mid-Continent region, resulted in record high commodity
prices at certain market hubs, particularly in the Mid-Continent region and in
Texas. Commodity prices quickly returned to previous levels as the weather
improved and natural gas supply returned.

Winter Storm Uri impacted all three of our operating segments, resulting in a
net positive impact to our financial results, primarily in the first quarter
2021 and for the six months ended June 30, 2021, as our ability to meet
increased demand for natural gas and to provide services during the period
offset the unfavorable volume impacts. Our well-positioned natural gas storage
assets and market connected pipelines in our Natural Gas Pipelines segment were
able to meet critical needs during this period of severe winter weather. The
reliability of our interstate and intrastate assets enabled us to continue to
provide our customers access to transportation services, park-and-loan services
and additional natural gas supply if available, which improved our financial
results. However, wellhead freeze-offs reduced February volumes in our Natural
Gas Gathering and Processing and Natural Gas Liquids segments, which negatively
impacted our financial results in the first quarter 2021.

We expect to maintain sufficient liquidity and financial stability in 2021 due
to cash flows from operations, our undrawn $2.5 Billion Credit Agreement, $374.4
million in cash and cash equivalents and no debt maturities until 2022.

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



Sustainability and Social Responsibility - We continue to look for ways to
reduce our environmental impact and utilize more efficient technologies. In
2021, we qualified for inclusion in the S&P Global Sustainability Yearbook and
received Industry Mover status, which is awarded to a company that recorded the
strongest year-over-year improvement in its industry. In addition, we received a
perfect score of 100 in the Human Rights Campaign 2021 Corporate Equality Index.
We have a stand-alone environmental sustainability team, formed in 2017, that
accelerated our ongoing environmental stewardship efforts and is exploring ways
to lower our greenhouse gas emissions. Additionally, in 2020, we created a group
dedicated to the commercial development of renewable energy and low-carbon
projects. Together with our sustainability team, we are actively researching
opportunities that will complement our extensive midstream assets and expertise,
strengthening the vital role we expect to play in the transformation to a
lower-carbon economy.

Natural Gas - In our Natural Gas Gathering and Processing segment, gathered and
processed volumes in the Rocky Mountain region increased in the second quarter
2021, compared with the first quarter 2021, due primarily to increased
production and the impact of seasonal winter weather in the first quarter 2021,
and increased compared with the second quarter 2020, due primarily to increased
production and the impact of curtailed production in the second quarter 2020. We
expect volumes in the Rocky Mountain region to continue to increase for the
remainder of 2021 due to increased producer activity, which includes the
completion of previously drilled but uncompleted wells. Our Bear Creek plant
expansion, which was previously paused, is expected to be completed in the
fourth quarter 2021, which will increase our total processing capacity to
approximately 1.7 Bcf/d in the Williston Basin.

In our Natural Gas Pipelines segment, our assets are connected to key supply
areas and demand centers, including export markets in Mexico via Roadrunner and
supply areas in Canada and the United States via our interstate and intrastate
natural gas pipelines and Northern Border Pipeline, which enable us to provide
essential natural gas transportation and storage services. Continued demand from
local distribution companies, electric-generation facilities and large
industrial companies resulted in low-cost expansions in 2019, 2020, 2021 and
expansions expected to be completed in 2022 that position us well to provide
additional services to our customers when needed. In February 2021, severe
winter weather impacted our operations. Due to the reliability of our pipeline
and storage assets, we were able to continue to provide services to customers
meeting critical needs during the winter storm. The contracted portion of our
natural gas transportation capacity is not significantly impacted by commodity
prices, as our end users rely on natural gas to support their business
regardless of commodity price fluctuations. We continue to experience stable
fee-based earnings with transportation capacity approximately 95% contracted
with firm commitments, which we expect to continue throughout 2021 at similarly
contracted levels. Our ability to provide reliable service throughout the
extreme weather conditions highlighted the importance of market-connected
pipelines and storage assets and the value of these services. Since the storm,
we have received increased interest from customers seeking additional long-term
transportation and storage capacity on our system, and we have recontracted
storage services at higher rates and longer terms. In addition, during the first
quarter 2021, we sold natural gas that we owned and held in storage, which
benefited our
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segment's financial results. During the extreme winter weather periods, we
maximized natural gas storage withdrawals for firm service customers serving
critical needs.

NGLs - In our Natural Gas Liquids segment, NGL volumes were higher in the second
quarter 2021, compared with the first quarter 2021, due primarily to increased
producer activity and ethane production across our system and the negative
impact of Winter Storm Uri on volumes in the first quarter 2021. Volumes were
also higher, compared with the second quarter 2020, due primarily to the impact
of curtailed production in the second quarter 2020, and increased producer
activity and ethane production across our system in 2021. We expect NGL volumes
to continue to increase due to increased producer activity driven by stronger
demand for energy as a result of economic recovery from the pandemic. We also
expect volumes to increase as demand for ethane increases as new petrochemical
plants come on-line. We expect to benefit from these higher volumes, without
significant investment, due to our recently completed capital-growth projects.

Ethane Production - Price differentials between ethane and natural gas can cause
natural gas processors to extract ethane or leave it in the natural gas stream.
As a result of these ethane economics, ethane volumes on our system can
fluctuate period to period. Ethane volumes under long-term contracts delivered
to our NGL system averaged 435 MBbl/d in the second quarter 2021, compared with
355 MBbl/d in the first quarter 2021, due primarily to changes in ethane
extraction economics and the negative impact of Winter Storm Uri in the first
quarter 2021. We estimate that there is approximately 225 MBbl/d of
discretionary ethane, consisting of approximately 125 MBbl/d in the Rocky
Mountain region and approximately 100 MBbl/d in the Mid-Continent region, that
can be recovered and transported on our system. Ethane recovery opportunities
will fluctuate based on regional natural gas pricing, ethane economics and
potential incentivized recovery.

Growth Projects - We operate an integrated, reliable and diversified network of
NGL and natural gas gathering, processing, fractionation, storage and
transportation assets connecting supply in the Rocky Mountain, Mid-Continent and
Permian regions with key market centers. We have completed significant
capital-growth projects that include NGL pipelines, NGL fractionators, natural
gas processing plants and related natural gas and NGL infrastructure. These
projects provide us the capacity to benefit from future supply growth without
significant capital investment. Our announced capital-growth projects are
outlined in the table below:
                                                                            

Approximate


           Project                                 Scope                           Costs (a)           Expected Completion
Natural Gas Gathering and Processing                                        

(In millions)

Bear Creek plant expansion and 200 MMcf/d processing plant expansion and

$405                    Q4 2021
related infrastructure         related gathering infrastructure in the
                               Williston Basin
                               Supported by acreage dedications with
                               long-term primarily fee-based contracts
Natural Gas Liquids

Arbuckle II pipeline expansion Increasing mainline capacity with additional

$60                   Completed
                               pump facilities
                               Increases capacity to 500 MBbl/d

MB-5 fractionator and related 125 MBbl/d NGL fractionator in Mont Belvieu,

$750                  Paused (b)
infrastructure                 Texas, and related infrastructure, which
                               includes additional NGL storage in Mont
                               Belvieu

West Texas LPG pipeline        Increasing mainline capacity by 40 MBbl/d             $145                  Paused (b)
expansion

Mid-Continent fractionation    65 MBbl/d of expansions at our Mid-Continent          $150                  Paused (b)
facility expansions            NGL facilities


(a) - Excludes capitalized interest/AFUDC.
(b) - We do not expect to complete construction by the original target
completion date. While many of the construction activities on these projects
were paused in 2020, some activity continued in order to complete the
infrastructure necessary to support volumes until market conditions warrant full
project completion.

Debt Repayments - In the first quarter 2021, we repurchased in the open market outstanding principal of certain of our senior notes in the amount of $55.2 million for an aggregate repurchase price of $54.6 million with cash on hand.

In June 2021, we repaid the remaining $11.7 million of Guardian Pipeline's senior notes due December 2022 with cash on hand.



Dividends - In February 2021 and May 2021, we maintained and paid a quarterly
dividend of $0.935 per share ($3.74 per share on an annualized basis), which is
consistent with the respective quarters in the prior year. We declared a
quarterly dividend of $0.935 per share ($3.74 per share on an annualized basis)
in July 2021. The quarterly dividend will be paid August 16, 2021, to
shareholders of record at the close of business on August 2, 2021.
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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 (loss); (3) diluted EPS; and (4) the following non-GAAP financial
measures: adjusted EBITDA and distributable cash flow. 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, distributable cash flow and
dividend coverage ratio are non-GAAP measures of our financial performance.
Adjusted EBITDA is defined as net income adjusted for interest expense,
depreciation and amortization, noncash impairment charges, income taxes,
allowance for equity funds used during construction, noncash compensation
expense and certain other noncash items. Distributable cash flow is defined as
adjusted EBITDA, computed as described above, less interest expense, maintenance
capital expenditures and equity earnings from investments, excluding noncash
impairment charges, adjusted for net cash distributions received from
unconsolidated affiliates and certain other items. Dividend coverage ratio is
defined as distributable cash flow to common shareholders divided by the
dividends paid in the period. We believe these non-GAAP financial measures are
useful to investors because they and similar measures are used by many companies
in our industry as a measurement of financial performance and are commonly
employed by financial analysts and others to evaluate our financial performance
and to compare financial performance among companies in our industry. Adjusted
EBITDA, distributable cash flow and dividend coverage ratio should not be
considered alternatives to net income, EPS or any other measure of financial
performance presented in accordance with GAAP. Additionally, these calculations
may not be comparable with similarly titled measures of other companies.

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