EQUITY

Ownership Interest in ONEOK Partners - At December 31, 2016, we and our subsidiaries owned all of the general partner interest, which included incentive distribution rights, and a portion of the limited partner interest, which together represented a 41.2 percent ownership interest in ONEOK Partners. The portion of ONEOK Partners that we did not own is reflected in our 2016 Consolidated Balance Sheet under the caption “Noncontrolling interests” along with the 20 percent of WTLPG that we do not own. At December 31, 2017, the caption “Noncontrolling interests” on our Consolidated Balance Sheet reflects only the 20 percent of WTLPG that we do not own.

Series A and B Convertible Preferred Stock - There are no shares of Series A or Series B Preferred Stock currently issued or outstanding.

Series E Preferred Stock - In April 2017, through a wholly owned subsidiary, we contributed 20,000 shares of newly issued Series E Preferred Stock, having an aggregate value of $20 million, to the Foundation for use in charitable and nonprofit causes. The contribution was recorded as a $20 million noncash expense in 2017 and is included in other expense in our Consolidated Statements of Income.

Dividends - Holders of our common stock share equally in any dividend declared by our board of directors, subject to the rights of the holders of outstanding preferred stock. Dividends paid totaled $829.4 million, $517.6 million and $509.2 million for 2017, 2016 and 2015, respectively. The following table sets forth the quarterly dividends per share paid on our common stock in the periods indicated:



	Years Ended December 31,
	2017		2016		2015
First Quarter	$	0.615	$	0.615	$	0.605
Second Quarter	0.615		0.615		0.605
Third Quarter	0.745		0.615		0.605
Fourth Quarter	0.745		0.615		0.615
Total	$	2.72	$	2.46	$	2.43

Additionally, in February 2018, we paid a quarterly dividend of $0.77 per share ($3.08 per share on an annualized basis), which was paid to shareholders of record as of January 29, 2018.

The Series E Preferred Stock pays quarterly dividends on each share of Series E Preferred Stock, when, as and if declared by our Board of Directors, at a rate of 5.5 percent per year. We paid dividends for the Series E Preferred Stock of $0.6 million in 2017. We paid dividends totaling $0.3 million for the Series E Preferred Stock in February 2018. The $20.0 million issuance of the shares of Series E Preferred Stock and the related accrued dividends of $0.1 million at December 31, 2017, represent noncash financing activities.

Cash Distributions - Prior to the consummation of the Merger Transaction, we received distributions from ONEOK Partners on our common and Class B units and our 2 percent general partner interest, which included our incentive distribution rights. Under the Partnership Agreement, distributions were made to the partners with respect to each calendar quarter in an amount equal to 100 percent of available cash as defined in the Partnership Agreement. Available cash generally was distributed 98 percent to limited partners and 2 percent to the general partner. The general partner’s percentage interest in quarterly distributions were increased after certain specified target levels were met during the quarter. Under the incentive distribution provisions, as set forth in the Partnership Agreement, the general partner received:


•	15 percent of amounts distributed in excess of $0.3025 per unit;


•	25 percent of amounts distributed in excess of $0.3575 per unit; and


•	50 percent of amounts distributed in excess of $0.4675 per unit.

Distributions paid to ONEOK Partners unitholders of record at the close of business on January 30, 2017, and May 1, 2017, were $0.79 per unit. Our incentive distribution rights effectively terminated at the close of the Merger Transaction.

The following table sets forth ONEOK Partners’ distributions paid during the periods prior to the closing of the Merger Transaction on June 30, 2017:



	Years Ended December 31,
	2017		2016		2015
	(Thousands, except per unit amounts)
Distribution per unit	$	1.58	$	3.16	$	3.16

General partner distributions	$	13,320	$	26,640	$	24,610
Incentive distributions	201,076		402,152		371,500
Distributions to general partner	214,396		428,792		396,110
Limited partner distributions to ONEOK	180,646		361,292		310,230
Limited partner distributions to other unitholders	270,959		541,919		524,135
Total distributions paid	$	666,001	$	1,332,003	$	1,230,475

Equity Issuances - In January 2018, we completed an underwritten public offering of 21.9 million shares of our common stock at a public offering price of $54.50 per share, generating net proceeds of $1.2 billion. We used the net proceeds from this offering to fund capital expenditures and for general corporate purposes, which included repaying a portion of our outstanding indebtedness.

In July 2017, we established an “at-the-market” equity program for the offer and sale from time to time of our common stock up to an aggregate amount of $1 billion. The program allows us to offer and sell our common stock at prices we deem appropriate through a sales agent. Sales of our common stock may be made by means of ordinary brokers’ transactions on the NYSE, in block transactions, or as otherwise agreed to between us and the sales agent. We are under no obligation to offer and sell common stock under the program.

During the year ended December 31, 2017, we sold 8.4 million shares of common stock through our “at-the-market” equity program that resulted in net proceeds of $448.3 million. The net proceeds from these issuances were used for general corporate purposes, including repayment of outstanding indebtedness and to fund capital expenditures.

Prior to the close of the Merger Transaction, ONEOK Partners had an “at-the-market” equity program for the offer and sale from time to time of its common units, up to an aggregate amount of $650 million. During the six months ended June 30, 2017, and the year ended December 31, 2016, no common units were sold through ONEOK Partners’ “at-the-market” equity program. Upon the close of the Merger Transaction on June 30, 2017, the ONEOK Partners “at-the-market” equity program terminated.

In August 2015, ONEOK Partners completed a private placement of 21.5 million common units at a price of $30.17 per unit. Additionally, ONEOK Partners completed a concurrent sale of 3.3 million common units at a price of $30.17 per unit to funds managed by Kayne Anderson Capital Advisors in a registered direct offering, which were issued through its existing “at-the-market” equity program. The combined offerings generated net cash proceeds of $749 million to ONEOK Partners. In conjunction with these issuances, ONEOK Partners GP contributed $15.3 million in order to maintain our 2 percent general partner interest in ONEOK Partners. ONEOK Partners used the proceeds for general partnership purposes, including capital expenditures and repayment of commercial paper borrowings.

During the year ended December 31, 2015, ONEOK Partners sold 10.5 million common units through its “at-the-market” equity program, including the units sold to funds managed by Kayne Anderson Capital Advisors in the offering discussed above. The net proceeds, including ONEOK Partners GP’s contribution to maintain our 2 percent general partner interest in ONEOK Partners, were $381.6 million, which were used for general partnership purposes, including repayment of commercial paper borrowings.