ONEOK

MISSION
We deliver energy products and services 
vital to an advancing world.
VISION
To create exceptional value for our 
stakeholders by providing solutions for a 
transforming energy future.
CORE VALUES
SAFETY AND ENVIRONMENTAL
EXCELLENCE
We commit to a zero-incident culture for the well-being 
of our employees, contractors and communities and to 
operate in an environmentally responsible manner.
We hold ourselves and others accountable 
to a standard of excellence through 
continuous improvement and teamwork.
ETHICS
SERVICE
We act with honesty, integrity and adherence to 
the highest standards of personal and 
professional conduct.
We invest our time, effort and 
resources to serve each other, our 
customers and communities.
INCLUSION AND DIVERSITY
INNOVATION
We respect the uniqueness and worth of each 
individual, and we believe that an inclusive culture and 
diverse workforce are essential for a sense of belonging, 
engagement and performance.
We seek to develop creative solutions by 
leveraging collaboration through ingenuity 
and technology.
At ONEOK (NYSE: OKE), we deliver energy products and services vital to an advancing world. We are a leading midstream operator that provides 
gathering, processing, fractionation, transportation and storage services. Through our approximately 60,000-mile pipeline network, we transport the natural 
gas, natural gas liquids (NGLs), refined products and crude oil that help meet domestic and international energy demand, contribute to energy security and 
provide safe, reliable and responsible energy solutions needed today and into the future. As one of the largest diversified energy infrastructure companies 
in North America, ONEOK is delivering energy that makes a difference in the lives of people in the U.S. and around the world.
ONEOK is an S&P 500 company headquartered in Tulsa, Oklahoma.
For information about ONEOK, visit the website: www.oneok.com.
For the latest news about ONEOK, find us on LinkedIn, Facebook, X and Instagram.

LETTER TO INVESTORS
Growing. Integrated. Reliable. These three words describe a 
company on a transformation journey, anchored by its rich 
history and inspired by a new strategic path forward. By 
building on past successes and embracing intentional 
change, we have laid the foundation for innovation and 
sustainable growth.
Our acquisition of Magellan Midstream Partners (Magellan) 
in 2023 marked one significant transformation, unlocking 
synergies and significantly diversifying our geographical 
operations and product mix. In 2024, we further enhanced our 
portfolio with targeted acquisitions and divestitures, expanded 
market-connectivity and an extended presence in the Permian 
Basin and Gulf Coast, strengthening our position as an 
integrated midstream industry leader.
In October, we became the managing member of EnLink 
Midstream (EnLink) and 43% owner of its outstanding units, 
and in early 2025, we acquired the remaining publicly held 
EnLink common units. Also in October, we completed the 
acquisition of Medallion Midstream (Medallion), which 
extended our value chain into crude oil gathering. The 
Medallion and EnLink acquisitions enhance our core business, 
establish a fully integrated Permian Basin platform at scale, 
expand and extend our footprint in the Mid-Continent, North 
Texas and Louisiana, and add a skilled workforce committed 
to safety, excellence and service.
ONEOK continued to see substantial opportunities for growth 
across our operations, completing a series of organic growth 
projects including the MB-6 natural gas liquids (NGL) 
fractionator in Mont Belvieu, Texas, the full looping of the 
West Texas NGL Pipeline system, a natural gas storage 
project in Texas and the expansion of our refined products 
pipeline to El Paso, Texas. In addition, we recently completed 
construction of our Elk Creek pipeline expansion,  
increasing natural gas liquids takeaway out of the Rocky Mountain 
region. All of these projects reflect our commitment to delivering 
market-driven solutions and providing value for our stakeholders.
We also announced additional future growth opportunities 
including the expansion of our refined products system to the 
greater Denver area. This project, which is expected to be 
completed in mid-2026, will help address the growing demand for 
transportation fuels, including aviation and sustainable aviation 
fuel to the Denver International Airport.  Additionally, we received 
our first shipment of sustainable aviation fuel at our Galena Park 
Marine Terminal in Houston, facilitating growth with sustainable 
fuels in this market.
In August, ONEOK announced the rebuilding of our fractionator in 
Medford, Oklahoma, a project aligned with anticipated growth in 
NGL production from the Rocky Mountain region, Mid-Continent 
and Permian Basin. This two-phase project will enhance capacity 
and efficiency, with full completion targeted for early 2027. 
In February 2025, we announced a new liquified petroleum gas 
(LPG) export facility joint venture with MPLX, establishing an 
integrated NGL wellhead to water strategy.
As we look to the future and continue to build a fully integrated 
and geographically diversified company, we remain intentional 
and disciplined in everything that we do. That focus and 
dedication has been proven in our financial and operating results.
Higher 2024 financial results were supported by earnings from 
multiple strategic acquisitions, volume growth and fee-based 
earnings.
With expected continued growth in volumes across ONEOK’s 
operations, commercial synergy opportunities from strategic 
acquisitions and the ramp up of recently completed growth 
projects, we have guided to 2025 net income of $3.45 billion and 
a more than 20% increase in adjusted earnings before interest, 
taxes, depreciation and amortization (adjusted EBITDA) to a 
midpoint of $8.225 billion, more than double what it was three 
years ago. 
2024 ANNUAL REPORT
1

 
 
Looking ahead to our 2026 outlook, we expect greater than 15% 
earnings per share growth and adjusted EBITDA growth 
approaching 10% compared with 2025 guidance midpoints.
Our board recently increased our quarterly dividend 4%, and we 
have begun to execute on our $2 billion share-repurchase 
authorization put in place in early 2024. As of Feb. 17, 2025, we 
have repurchased nearly 1.7 million shares for approximately 
$172 million, and we expect to largely utilize the authorization 
within the next three years. By combining consistent dividend 
growth with strategic share repurchases, we anticipate returning 
75% to 85% of forecasted cash flow from operations after capital 
expenditures to shareholders. The remaining cash flow allows us 
to pursue additional high-return growth opportunities, reduce 
debt or execute additional share repurchases, further 
strengthening our financial position and creating long-term value.
In 2024, we received an MSCI ESG Rating of AAA, and our ESG 
Risk Rating as assessed by Morningstar Sustainalytics was in 
the top 20% of the refiners and pipelines industry. Additionally, 
as of year-end 2024, we have achieved reductions equating to 
77% of our total 2030 greenhouse gas emissions reduction 
target. These accomplishments underscore our dedication to 
responsible operations and our commitment to continuous 
improvement through economical decision making.
We remain focused on enhancing operational efficiency through 
integration of our new assets and team members. We will 
continue to seek additional value-driven and strategic 
opportunities while ensuring we remain agile and responsive to 
the needs of our customers and stakeholders.
 
 
The resilience and adaptability of our employees have been 
instrumental in navigating a year of transformation. Their 
dedication has propelled our success, and we remain committed 
to fostering collaboration and innovation across our teams.
Thank you to all our employees for your continued commitment 
to excellence and safety. None of what we’ve achieved this year 
happens without your collaboration and dedication. To our 
investors, thank you for your continued support.
Together, we are delivering energy that makes a difference.
 
Julie H. Edwards
Board Chair
 Pierce H. Norton II
President and Chief Executive Officer 
March 8, 2025
2
2024 ANNUAL REPORT

 
By building on past 
successes and embracing 
intentional change, we 
have laid the foundation 
for innovation and 
sustainable growth.
■11 consecutive years of 
adjusted EBITDA growth.
■Nearly $2.5 billion of value 
returned to shareholders in 
2024 through dividends and 
share repurchases.
■MSCI ESG Rating of AAA 
(in 2024).
 
2024 ANNUAL REPORT
3

OUR ASSETS
LEGEND
 
 
Natural Gas Liquids
 
 
Refined Products
 
 
Natural Gas Gathering & Processing
 
 
Natural Gas Pipelines
 
 
Crude Oil
 
Marine Terminal
 
 
EnLink Midstream(a)
 
 
Growth Project
(a) 
ONEOK completed its acquisition of EnLink Midstream on Jan. 31, 2025.
4
2024 ANNUAL REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Dec. 31, 2024.
OR
☐TRAN
R
SITION REPORT PURSUANT
A
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fro
f
m __________
_
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 incorpor
r
ation or organization)
(I.R.S. Employer Identific
f ation No.)
100 West Fifth Street,
Tulsa,
OK
74103
(Address of principal executive offic
f es) (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
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defin
f ed in Rule 405 of the Securities Act. Yes ☒No ☐.
Indicate by check mark if the registrant is not required to file
f
reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒.
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
f
such shorter period that the registrant was required to file
f
such reports), and (2) has been
subj
u ect to such filing requirements for
f
the past 90 days. Yes ☒No ☐
Indicate by check mark whether the registrant has submitted electronically every I
r
nteractive 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
f
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, a 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
f
complying
with any new or revised fin
f ancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has file
f
d a report on and attestation to its management’s assessment of the effe
f ctiveness of its
internal control over fin
f ancial reporting under Section 404(b) of the Sarba
r
nes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting fir
f m that prepared or issued its audit report. ☒
If secu iri ities are regigister d
ed pursuant to Section 1 (
2(b)
b) of hthe Act i, i di
ndicat b
e by che k
ck ma k
rk
h
whether the fifinancial statements of the regigistrant
included in the filing refle
f ct the correction of an error to previous yly issued financial statements. ☐
Indidicat b
e by che k
ck ma k
rk
h
whether a y
ny of hthose error corrections are restatements that req iuired a recove y
ry an lalysis of incen itive-based
compensation received y
by any of the registrant’s executive offic
f ers dur
d
ing the relevant recove y
ry period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rul
R e 12b-2 of the Act). Yes ☐No ☒.
Aggregate market value of registrant’s common stock held by non-affi
f liates based on the closing trade price on June 30, 2024, was $47.3
billion.
On Feb. 17, 2025, the Company had 624,339,588 shares of common stock outstanding.
DOCUMENTS INCORPORAT
R
ED BY REFERENCE:
Portions of the defin
f itive proxy statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held
May 21, 2025, are incorpor
r
ated by reference in Part III.

ONEOK, Inc.
2024 ANNUAL REPORT
TABLE OF CONTENTS
Part I.
Page No.
Item 1.
Business
6
Item 1A.
Risk Factors
29
Item 1B.
Unresolved Staff Comments
44
Item 1C.
Cybersecurity
44
Item 2.
Properties
44
Item 3.
Legal Proceedings
44
Item 4.
Mine Safety Disclosures
45
Part II.
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
45
Item 6.
[Reserved]
46
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
46
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
62
Item 8.
Financial Statements and Suppl
u
ementary Data
Notes to Consolidated Financial Statements
A.
Summary of Significant Accounting Policies
71
B.
Acquisitions and Divestitur
t
es
80
C.
Medfor
f
d Incident
86
D.
Fair Value Measurements
86
E.
Risk-Management and Hedging Activities using Derivatives
87
F.
Property, Plant and Equipment
90
G.
Goodwill and Intangible Assets
91
H.
Debt
92
I.
Equity
95
J.
Variable Interest Entities
97
K.
Earnings Per Share
98
L. Share-Based Payments
98
M.
Employee Benefit
f
Plans
100
N.
Income Taxes
105
O.
Unconsolidated Affi
f liates
106
P.
Commitments and Contingencies
107
Q.
Leases
108
R.
Revenues
109
S.
Segments
109
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
113
Item 9A.
Controls and Procedures
113
Item 9B.
Other Information
114
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
114
2

TABLE OF CONTENTS
(CONTINUED)
Part III.
Item 10.
Directors, Executive Officers and Corpor
r
ate Governance
114
Item 11.
Executive Compensation
114
Item 12.
Security Ownership of Certain Benefic
f ial Owners and Management and Related Stockholder
Matters
115
Item 13.
Certain Relationships and Related Transactions, and Director Independence
115
Item 14.
Principal Accounting Fees and Services
115
Part IV.
Item 15.
Exhibits, Financial Statement Schedul
d es
116
Item 16.
Form 10-K Summary
128
Signatures
129
As used in this Annual Report, references to “we,” “our,” or “us” refer to ONEOK, Inc., an Oklahoma corpor
r
ation, and its
predecessors and subsidiaries, including Magellan, EnLink and Medallion, unless the context indicates otherwise.
The statements i
t
n thi
t s A
i
nnual Repor
e
t that
t
are not hist
i orical info
n rmation, including statements concerning plans and objectives
of management for fut
f ure ope
o
rations, economic perfor
f
mance or related assumptions, are forward-looking statements.
t
Forward-looking statements m
t
ay include words s
d
uch as “anticipates,” “believes,” “continues,” “could,”
l
“estimates,”
“exp
e
ect,”
t
“for
f
ecasts,” “goal,”
l
“guidance,” “intends,
d ” “may,
a ” “might
i
,”
t
“outlook,”
k
“plans,” “potential,” “projects,”
“schedul
d ed,”
d
“should,”
l
“targe
r
t,” “will,” “would”
l
and othe
t
r words and terms of s
o
imilar meaning. Although we believe that
our expectations regar
e
ding future events are based on reasonable assumptions, we can give no assurance that
t
such
expectations or assumptions will be achieved. I
d
mp
I
ortant factors t
r
hat
t
could c
l
ause actual results to diffe
i
r materially from those
in the for
f
ward-l
d ooking statements a
t
re described under Part I, I
I
te
I m 1A, Risk
i
Factors.
r
3

GLOSSARY
The abbr
a
eviations, acronyms and industry t
r
erminology used in this Annual Report are defined as fol
f lows:
$2.5 Billion Credit Agreement
ONEOK’s $2.5 billion amended and restated revolving credit agreement, replaced by
the $3.5 Billion Credit Agreement
$3.5 Billion Credit Agreement
ONEOK’s $3.5 billion amended and restated revolving credit agreement
AFUDC
Allowance for
f
funds used during construc
r
tion
Annual Report
Annual Report on Form 10-K for
f
the year ended Dec. 31, 2024
Bbl
Barrels, 1 barrel is equivalent to 42 United States gallons
BBtu/d
Billion British thermal units per day
Bcf
Billion cubic fee
f
t
Bcf/d
Billion cubic feet
f
per day
BridgeTex
BridgeTex Pipeline Company, LLC, a 30% owned joint ventur
t
e
Delaware Basin JV
Delaware G&P LLC, a joint venture in which EnLink owns a 50.1% interest
EBITDA
Earnings before interest expense, income taxes, depreciation and amortization
EnLink
EnLink Midstream, LLC, and afte
f r the EnLink Acquisition, Elk Merger Sub II,
L.L.C., a wholly owned subsidiary of ONEOK
EnLink AR Facility
EnLink’s $500 million accounts receivabl
a e securitization faci
f
lity
EnLink Acquisition
The transaction completed on Jan. 31, 2025, pursuant to which ONEOK acquired all
of the publicly held EnLink Units in a tax-free transaction, pursuant to the EnLink
Merger Agreement
EnLink Acquisitions
The EnLink Controlling Interest Acquisition and the EnLink Acquisition
EnLink Controlling Interest Acquisitio
T
n
he transaction completed on Oct. 15, 2024, pursuant to which ONEOK acquired
from GIP (i) app
a
roximately 43% of the outstanding EnLink Units and (ii) all of the
outstanding limited liability company interests in EnLink Midstream Manager,
LLC, pursuant to the EnLink Purchase Agreement
EnLink Merger Agreemen
A
t
greement and Plan of Merger, dated as of Nov. 24, 2024, by and among ONEOK,
Inc., Elk Merger Sub I
u
, LLC., Elk Merger Sub II LLC., EnLink and EnLink
Midstream Manager, LLC
EnLink Partners
EnLink Midstream Partners, LP, a wholly owned subsidiary of EnLink
EnLink Purchase Agreemen
P
t
urchase agreement of ONEOK, GIP III Stetson I, L.P., GIP III Stetson II, L.P. and
EnLink Midstream Manager, LLC, dated Aug. 28, 2024
EnLink Revolving Credit Facility
EnLink’s $1.4 billion unsecured credit faci
f
lity, which includes a $500 million letter of
credit subf
u
aci
f
lity
EnLink Units
Common units representing limited liability company interests in EnLink
EPS
Earnings per share of common stock
ESG
Environmental, social and governance
Exchange Act
Securities Exchange Act of 1934, as amended
FERC
Federal Energy Regulatory C
r
ommission
Fitch
Fitch Ratings, Inc.
GAAP
Accounting principles generally accepted in the United States of America
GHG
Greenhouse gas
GI
G
P
lobal Infra
f structur
t
e Partners and certain of its managed fund vehicles, including GIP
III Stetson I, L.P., GIP III Stetson II, L.P., GIP III Trophy GP 2, GIP III Trophy
Acquisition
Guardian
Guardian Pipeline, L.L.C.
Guardian Term Loan Agreement
Guardian’s senior unsecured three-year $120 million term loan agreement dated June
2022
Intermediate Partnership
ONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of
ONEOK
Magellan
Magellan Midstream Partners, L.P., a wholly owned subsidiary of ONEOK
Magellan Acquisition
The transaction completed on Sept. 25, 2023, pursuant to which ONEOK acquired all
of Magellan’s outstanding common units in a cash-and-stock transaction, pursuant
to the Merger Agreement
4

Magellan Merger Agreement
Agreement and Plan of Merger of ONEOK, Otter Merger Sub, LLC and Magellan,
dated May 14, 2023
Matterhorn
Matterhorn Express, a 15% owned joint ventur
t
e
MBbl/d
Thousand barrels per day
MDth/d
Thousand dekatherms per day
Medallio
G
n
IP III Trophy Intermediate Holdings, L.P., and after the Medallion Acquisition,
Medallion Parent Holdings, L.L.C., a wholly owned subsidiary of ONEOK
Medallion Acquisitio
T
n
he transaction completed on Oct. 31, 2024, pursuant to which ONEOK (i) became
general partner of Medallion and (ii) acquired all of the issued and outstanding
limited Partner interests in Medallion fro
f
m GIP
Medallion Purchase and Sale Agreemen
P
t
urchase and Sale Agreement of ONEOK, GIP III Trophy GP 2, LLC, GIP III
Trophy Acquisition Partners, L.P., Medallion Management, L.P., dated Aug. 28,
2024
MMBbl
Million barrels
MMBtu
M
t
illion British thermal units
MMcf/d
Million cubic fee
f
t per day
Moody’s
Moody’s Investors Service, Inc.
MVP
MVP Terminalling, LLC, a 25% owned joint ventur
t
e
Natural Gas Act
Natur
t
al Gas Act of 1938, as amended
NGL(s)
Natur
t
al gas liquid(s)
Northern Border
Northern Border Pipeline Company, a 50% owned joint ventur
t
e
NYMEX
New York Mercantile Exchange
NYSE
New York Stock Exchange
ONEOK
ONEOK, Inc.
ONEOK Partners
ONEOK Partners, L.P., a wholly owned subsidiary of ONEOK
Overland Pass
Overland Pass Pipeline Company, LLC, a 50% owned joint ventur
t
e
POP
Percent of Proceeds
Purity NGLs
Marketabl
a e natur
t
al 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
t
from crude oil refin
f eries, including products such as gasoline, diesel fue
f
l,
aviation fuel, kerosene and heating oil
RINs
Renewabl
a e Identific
f ation Numbers, which represent credits required for
f
renewabl
a e
fuel standard compliance
Roadrunner
Roadrunne
r
r Gas Transmission, LLC, a 50% owned joint ventur
t
e
S&P
S&P Global Ratings
Saddlehorn
Saddlehorn Pipeline Company, LLC, a 40% owned joint ventur
t
e
SCOOP
South Central Oklahoma Oil Province, an area in the Anadarko Basin in Oklahoma
SEC
Securities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
Series B Preferred Units
EnLink Partners’ Series B Cumulative Convertible Prefer
f red Units
Series C Preferred Units
EnLink Partners’ Series C Fixed-to-Floating Rate Cumulative Redeemabl
a e Perpe
r
tual
Prefer
f red Units
Series E Preferred Stock
Series E Non-Voting, Perpetua
t
l Preferred Stock, par value $0.01 per share
STACK
Sooner Trend Anadarko Canadian Kingfis
f her, an area in the Anadarko Basin in
Oklahoma
Term SOFR
The for
f
ward-looking term rate based on Secured Overnight Financing Rate (SOFR)
Viking
Viking Gas Transmission Company
Viking Term Loan Agreement
Viking’s senior unsecured three-year $60 million term loan agreement dated March
2023
XBRL
eXtensible Business Reporting Language
5

PART I
ITEM 1.
BUSINESS
GENERAL
R
We are incorporated under the laws of the state of Oklahoma, and our common stock is listed on the NYSE under the trading
symbol “OKE.” We deliver energy products and services vital to an advancing world. We are a leading midstream service
provider of gathering, processing, fractionation, transportation, storage and marine export services.
As one of the largest
diversified energy infrastruc
r
ture companies in North America, we are delivering energy that makes a differ
f ence in the lives of
people in the U.S. and around the world. Through our now approximately 60,000-mile pipeline network, we transport the
natural gas, NGLs, Refin
f ed Produc
d
ts and crude oil that help meet domestic and international energy demand, contribute to
energy security and provide safe, reliable and responsible energy solutions needed today and into the future.
Midstream Value Chain
The midstream value chain is a vital part of the energy industry. After crud
r
e oil and natur
t
al gas are produc
d
ed from upstream
wells, we use our extensive infrastruc
r
ture to process and transport these raw materials, readying them for end use. For
transportation of crud
r
e oil, natur
t
al gas, Refined Products and NGLs, pipelines are generally the most reliable, lowest cost, least
carbon
r
intensive and safes
f
t alternative for intermediate and long-haul movements between markets and end users.
6
Natural Gas Gathering
Natural Gas
Processing Plant
Storage
Crude Oil Pipeline
Export Terminal
Terminal & Blending
(additives and biofuels)
Refined Products Pipeline
Large Industrial, Local
Distribution Companies,
Electric Generation and Exports
Ethane, Propane, Isobutane,
Normal Butane, and
Natural Gasoline
Refining,
Petrochemical,
Exports and Heating
NGL Storage
& Market Center
END USES
Medical
Synthetics
Personal
Agriculture
Transportation Fuels
Residential Customers
Industrial Customers
Electric Generation
Motor Fuel / Aviation Fuel
Home Heating
Legend
Natural Gas Gathering & Processing
Refined Products and Crude
Natural Gas Liquids
Natural Gas Pipelines
Export Terminal
tural Gas Pipeline
WELLHEAD
E
PROD
R
UCTION
(THIRD PARTY)
T
Raw Feed NGLs
NGL Gathering Pipeline
NGL Distribution Pipeline
Refiners, Wholesalers, Retailers,
Traders, Railroads, Airlines and
Regional Farm Cooperatives
Refining or
Petrochemical Processing
NGL Fractionator
Crude Oil Gathering
Underground
Storage
Residue Gas

EXECUTIVE SUMMARY
EnLink Controlling Interest Acquisition - On Aug. 28, 2024, we entered into the EnLink Purchase Agreement with GIP to
acquire GIP’s interest in EnLink consisting of appr
a
oximately 43% of the outstanding EnLink Units for
f
$14.90 in cash per unit
and 100% of the outstanding limited liabi
a lity company interests in the managing member of EnLink for $300 million, for total
cash consideration of $3.3 billion. On Oct. 15, 2024, we completed the EnLink Controlling Interest Acquisition. We used a
portion of the proceeds from our September 2024 underwritten public offe
f ring of $7.0 billion senior unsecured notes to fund
this acquisition. This acquisition meaningful
f ly increases our scale and integrated value chain within the growing Permian Basin
while expanding and extending our asset bases in the Mid-Continent, North Texas and Louisiana regions. We expect to achieve
significant synergies by combining our complementary a
r
sset positions. The operations of EnLink are reported across all four of
our existing segments.
EnLink Acquisition - On Nov. 24, 2024, we entered into the EnLink Merger Agreement to acquire all of the publicly held
EnLink Units in an all stock, tax-free transaction. On Jan. 31, 2025, we completed the EnLink Acquisition. Pursuant to the
EnLink Merger Agreement, each common unit of EnLink was exchanged for
f
a fix
f ed ratio of 0.1412 shares of ONEOK
common stock, including EnLink Units that were exchanged for
f
all previously outstanding Series B Preferred Units
immediately prior to closing. We issued 41 million shares of common stock, with a fai
f r value of $4.0 billion as of the closing
date of the EnLink Acquisition. EnLink is now a wholly owned subsidiary.
For additional infor
f
mation on the EnLink Acquisitions, see Part II, Item 8, Note B of the Notes to Consolidated Financial
Statements in this Annual Report. In addition, see Part 1, Item 1A “Risk Factors” for fur
f
ther discussion of related risks.
Medallion Acquisition - On Aug. 28, 2024, we entered into the Medallion Purchase and Sale Agreement with GIP to acquire
all of the equity interests in Medallion for
f
a purchase price of $2.6 billion, subj
u ect to customary a
r
djustments, and inclusive of
the purchase of additional interests in a Medallion joint ventur
t
e owned by a separate third party. On Oct. 31, 2024, we
completed the Medallion Acquisition. We used a portion of the proceeds fro
f
m our September 2024 underwritten public
offe
f ring of $7.0 billion senior unsecured notes to fund this acquisition. This acquisition expands our midstream services for
crude
r
oil and condensate in West Texas, specifically in the Midland Basin. Medallion’s operations are reported in our Refined
Products and Crude segment.
For additional infor
f
mation on the Medallion Acquisition, see Part II, Item 8, Note B, of the Notes to Consolidated Financial
Statements in this Annual Report. See Part 1, Item 1A “Risk Factors” for fur
f
ther discussion of risks related to the Medallion
Acquisition.
Joint Ventures - On Feb. 4, 2025, we entered into defin
f itive agreements to for
f
m joint ventur
t
es with MPLX LP (MPLX) to
construc
r
t a 400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas, and a new 24-inch pipeline fro
f
m our
Mont Belvieu, Texas, storage faci
f
lity to the new terminal. Texas City Logistics LLC, the export terminal joint venture, is
owned 50% by us and 50% by MPLX, with MPLX construc
r
ting and operating the facility. MBTC Pipeline LLC, the pipeline
joint venture, is owned 80% by us and 20% by MPLX, and we will construc
r
t and operate the pipeline. We expect to invest
approximately $1.0 billion in these projects.
Interstate Natural Gas Pipeline Divestiture - On Nov. 19, 2024, we entered into a definitive agreement with DT Midstream,
Inc. to sell three of our wholly owned interstate natur
t
al gas pipeline systems for total cash consideration of $1.2 billion. On
Dec. 31, 2024, we completed the sale and recognized a gain of $227 million. This transaction aligns and enhances our capi
a tal
allocation priorities within our integrated value chain.
Gulf Coast NGL Pipelines Acquisition - In June 2024, we completed the acquisition of a system of NGL pipelines from
Easton Energy, a Houston-based midstream company, for appr
a
oximately $280 million. This acquisition in our Natural Gas
Liquids segment includes appr
a
oximately 450 miles of liquids products pipelines located in the strategic Gulf Coast market
centers for NGLs, Refined Products and crude
r
oil. A portion of the Easton assets are connected to our Mont Belvieu assets.
We expect to add connections to our Houston-based assets beginning in mid-2025 through the end of 2025.
Business Update and Market Conditions - Over the past year, we experienced significant growth across our value chain due
to our recent acquisitions. Earnings increased in 2024, compared with 2023, due primarily to a ful
f l year of earnings from the
new Refin
f ed Products and Crude segment, higher NGL and natur
t
al gas processing volumes in the Rocky Mountain region and
the impact of the interstate pipeline divestitur
t
e in the Natural Gas Pipelines segment. Our extensive and integrated assets are
located in, and connected with, some of the most productive shale basins, as well as refin
f eries and demand centers, in the
United States. Although the energy industry h
r
as experienced many commodity cycles, we have positioned ourselves to reduce
7

exposure to direct commodity price volatility. Each of our four reportabl
a e segments are primarily fee-based, and our
consolidated earnings were approximately 90% fee-based in 2024.
Capital Allocation - We continue to focus on maintaining prude
r
nt financial strength and flexibility. In January 2025, our
Board of Directors increased our quarterly dividend to $1.03 per share, an increase of 4% compared with the same quarter in
the prior year. In January 2024, our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our
outstanding common stock. As of Dec. 31, 2024, we repurchased $172 million of our outstanding common shares under the
program. As of Dec. 31, 2024, we also had $733 million of cash and cash equivalents on hand and $2.5 billion of availabl
a e
capacity under our $2.5 Billion Credit Agreement.
Sustainability and Social Responsibility - Through our participation in the 2024 S&P Global Corpo
r
rate Sustainabi
a lity
Assessment, we qualifie
f d for
f
inclusion in the S&P Global Sustainability Yearbook
r
for the fifth consecutive year, scoring within
the top 15% of the Oil and Gas Storage and Transportation industry.
r
Additionally, in 2024, we received an MSCI ESG Rating
of AAA, and our ESG Risk Rating, as assessed by Morningstar Sustainalytics, was in the top 20% of the refin
f ers and pipelines
industry.
r
Natural Gas Gathering and Processing - In our Natural Gas Gathering and Processing segment, earnings increased in 2024,
compared with 2023, due to higher volumes in the Rocky Mountain region, as well as the impact of the EnLink Controlling
Interest Acquisition from the period of Oct. 15, 2024, to Dec. 31, 2024.
In our Natural Gas Gathering and Processing segment, we have a capital proje
o ct to relocate a 150 MMcf/d processing plant to
the Permian Basin fro
f
m North Texas, which we expect to be in service in the first quarter of 2026.
NGLs - In our Natural Gas Liquids segment, earnings decreased in 2024, compared with 2023, due primarily to the insurance
settlement gain in 2023 related to the Medfor
f
d incident, which was offs
f et partially by higher volumes in the Rocky Mountain
region and the impact of the EnLink Controlling Interest Acquisition from the period of Oct. 15, 2024, to Dec. 31, 2024.
In December 2024, we announced that we completed construc
r
tion of our 125 MBbl/d MB-6 NGL fractionator and the looping
of the West Texas NGL pipeline. Additional pump stations, which are expected to be completed in mid-2025, will further
increase system capacity to 740 MBbl/d, more than doubling our NGL capa
a
city out of the Permian Basin. In January 2025, we
completed construc
r
tion of our Elk Creek pipeline expansion proje
o ct, which is partially in service. Upon suppl
u
y of ful
f l power,
expected in mid-2025, we will have capa
a
city of 435 MBbl/d to transport growing volumes in the Rocky Mountain region,
which will bring our total pipeline capacity out of the Rocky Mountain region to 575 MBbl/d.
In August 2024, we announced plans to rebuild our 210 MBbl/d NGL fractionator in Medford, Oklahoma. Rebuilding at
Medfor
f
d provides strategic benefits that include expansion options that will allow our integrated system to accommodate
volume growth fro
f
m the Permian Basin and the Rocky M
k
ountain and Mid-Continent regions. The Medfor
f
d fra
f ctionator will
also produce butane and natural gasoline for
f
incremental Refin
f ed Products and diluent blending opportunities in the Mid-
Continent region.
Natural Gas Pipelines - In our Natural Gas Pipelines segment, earnings increased in 2024, compared with 2023, due primarily
to the impact of the interstate pipeline divestiture and increased transportation services, as well as the impact of the EnLink
Controlling Interest Acquisition from the period of Oct. 15, 2024, to Dec. 31, 2024.
We recently reactivated previously idled storage facilities with 3 Bcf of working gas storage capacity in Texas. In addition, we
are in the process of expanding our storage injection capabilities in Oklahoma, which we expect to be complete in the second
quarter of 2025. As a result of the EnLink Acquisitions, we have access to additional natur
t
al gas storage assets in Texas and
Louisiana.
Refined Products and Crude - This reportabl
a e business segment was added in 2023 in conjunction with the Magellan
Acquisition. Our 2023 results include the impact of the Magellan Acquisition fro
f
m the period of Sept. 25, 2023, to Dec. 31,
2023. Earnings in this segment increased in 2024 due primarily to a ful
f l year of operating results following the Magellan
Acquisition and due to the recent acquisitions of EnLink and Medallion. Our 2024 results include the impact of the EnLink
Controlling Interest Acquisition from the period of Oct. 15, 2024, to Dec. 31, 2024, and the impact of the Medallion
Acquisition fro
f
m the period of Nov. 1, 2024, to Dec. 31, 2024. In 2024, we benefited fro
f
m mid-year tariff i
f
ncreases of Refined
Products. Additionally, our optimization and marketing earnings have remained strong due to favorable commodity market
conditions.
8

At the end of the fir
f st quarter 2024, we completed the expansion of our Refined Products pipeline to El Paso, Texas. This
expansion provides additional Refin
f ed Products suppl
u
y to growing markets in Texas, New Mexico, Arizona and Mexico.
In July 2024, we announced plans to expand our Refined Products pipeline capacity, connecting Mid-Continent and Gulf Coast
suppl
u
y with the greater Denver area, to meet growing demand and increase connectivity with the Denver International Airpor
r
t
(DIA). The proje
o ct includes construc
r
tion of a new 230-mile, 16-inch diameter pipeline fro
f
m Scott City, Kansas, to DIA and the
addition or upgrading of certain pump stations along the existing Refin
f ed Products pipeline system. Total system capacity will
increase by 35 MBbl/d and will have additional expansion capabilities. This project is fully subs
u
cribed under long-term
contracts.
See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Annual
Report for
f
more information on our capital proje
o cts, results of operations, liquidity and capital resources.
BUSINESS STRATEGY
Our mission is to deliver energy products and services vital to an advancing world. Our vision is to create exceptional value for
our stakeholders by providing solutions for a transfor
f
ming energy future. Our business strategy is foc
f
used on:
•
Zero incidents - We commit to developing processes to drive a zero-incident cultur
t
e for
f
the well-being of our
employees, contractors and communities. Safety and environmental responsibility continue to be primary areas of
focus for
f
us.
•
Highly engaged workfor
f
ce
g y
g g
- We strive to be an employer of choice and continue to focus on attracting, selecting and
retaining talent, advancing an inclusive, diverse and engaged culture and developing individuals and leaders.
•
Sustainable business model - We aim to maintain prude
r
nt financial strength and flexibility while operating a safe,
f
reliabl
a e and resilient asset base. We seek to maintain investment-grade credit ratings and a strong balance sheet. We
expect our internally generated cash flo
f ws will allow us to fund
f
high-return capital proje
o cts in our existing operating
regions, grow our dividend, reduce debt and fund our $2.0 billion share repurchase program. We aim to focus on
capital proje
o cts that provide value-added products and services that contribute to long-term growth, profitabi
a lity and
business diversification. We continue to actively seek out opportunities that will complement our extensive assets and
expertise.
•
Maximizing total shareholder retur
t
n
g
- We plan to grow earnings through high-return capital proje
o cts that will allow us
to increase our dividend and repurchase shares under our $2.0 billion share repurchase program. We seek consistent
and strong returns on invested capi
a tal will allow us to reward our shareholders and provide the means and opportunity
to serve our additional stakeholders, including employees and the communities in which we operate.
9

NARRATIVE DESCRIPTION OF BUSINESS
We report operations in the fol
f lowing four business segments:
•
Natur
t
al Gas Gathering and Processing;
•
Natur
t
al Gas Liquids;
•
Natur
t
al Gas Pipelines; and
•
Refin
f ed Products and Crude.
10

Natural Gas Gathering and Processing
g
g
Overview of Operations - In our Natural Gas Gathering and Processing segment, raw natur
t
al gas is typically gathered at the
wellhead, compressed and transported through pipelines to our processing facilities. Most raw natur
t
al gas produced at the
wellhead also contains a mixture of NGL components, including ethane, propane, iso-butane, normal butane and natural
gasoline. Gathered wellhead natural gas is directed to our processing plants to remove NGLs resulting in residue
d
natural gas
(primarily methane). Residue
d
natural gas is then recompressed and delivered to natural gas pipelines, storage facilities and end
users. The NGLs separated from the raw natur
t
al gas are delivered through NGL pipelines to fractionation faci
f
lities for
f
further
processing. Some of the heavier NGLs may separate upstream of processing and fra
f ctionation and are sold as condensate at
NGL or crude
r
oil markets. Our Natural Gas Gathering and Processing segment provides these midstream services to producers
in the regions listed below.
Rocky Mountain region - The Williston Basin is located in portions of North Dakota and Montana and includes the oil-
producing, NGL-rich Bakken Shale and Three Forks for
f
mations. We have more than 3 million dedicated acres in the Williston
Basin.
The Powder River Basin is primarily located in Eastern Wyoming, which includes the NGL-rich Niobrara, Frontier, Turner and
Mowry f
r
or
f
mations.
Mid-Continent region - The Mid-Continent region includes the natural gas and oil-producing Anadarko Basin, which includes
the NGL-rich SCOOP and STACK areas, Cana-Woodfor
f
d Shale, Woodfor
f
d Shale, Springer Shale, Meramec, Granite Wash,
Cherokee and Mississippian Lime formations of Oklahoma. We have more than 600,000 dedicated acres in the Anadarko
Basin, excluding EnLink. As a result of the EnLink Acquisitions, we have more than doubled our presence in the Mid-
Continent region by expanding our existing presence in the Cana-Woodfor
f
d Shale, Woodfor
f
d Shale and STACK area, while
also beginning to operate in the Arkoma-Woodfor
f
d Shale.
Permian Basin regi
e on - The Permian Basin is a large, natur
t
al gas-rich sedimentary b
r
asin composed of the Midland Basin,
located in West Texas, and the Delaware Basin, located in West Texas and Southeastern New Mexico. As a result of the
EnLink Acquisitions, we have a meaningful
f
presence in the Permian Basin, providing gathering and processing services in the
Midland and Delaware Basins.
North T
t
exa
T
s region - The North Texas region is located in the Barnett Shale, one of the largest onshore natur
t
al gas fie
f lds in the
United States. As a result of the EnLink Acquisitions, we now provide gathering and processing services in the Barnett Shale.
11

Property -
t
Our Natur
t
al Gas Gathering and Processing segment includes the following assets, which are wholly owned, except
where noted, and exclude EnLink, which is shown separately below:
•
13,500 miles of natural gas gathering pipelines; and
•
Natur
t
al gas processing plants with 1.9 Bcf/d of processing capa
a
city in the Rocky Mountain region and 1.0 Bcf/d in the
Mid-Continent region, which were 84% and 77% utilized in 2024 and 2023, respectively. In addition, we have up to
15
150 M
0 MMc
Mcf/f/d o
d of p
f pro
roce
cessi
ssing
ng cap
capaci
acityty inin ththe M
e Midid-C
-Cont
ontininen
ent r
t reg
egioion t
n thr
hrough
ough a l
a long-
ong-teterm
rm pr
proc
oces
essising
ng se
serv
rvicices
es ag
agrereem
emen
ent
with an unaffiliated third party.
We calculate utilization rates using a weighted-average approach, adjusting for
f
the dates that assets were placed in or removed
from service.
12

The fol
f lowing are the Natural Gas Gathering and Processing segment assets added as a result of the EnLink Acquisitions:
•
9,000 miles of natur
t
al gas gathering pipelines (includes gross mileage of a consolidated, partially owned subsidiary);
and
•
Natur
t
al gas processing plants with 1.4 Bcf/d of processing capa
a
city in the Mid-Continent region, 1.7 Bcf/d of
processing capa
a
city in the Permian Basin region (includes gross operating capa
a
city of a consolidated, partially owned
subs
u
idiary), 0.8 Bcf/d of processing capacity in the North Texas region.
Sources of Earnings - Earnings for this segment are derived primarily from the fol
f lowing types of service contracts:
•
Fee with POP contracts with no producer take-in-kind rights - We purchase raw natural gas and charge contractua
t
l fee
f
s
for providing midstream services, which include gathering, treating, compressing and processing the producers’
natural gas. After performing these services, we sell the commodities and remit a portion of the commodity sales
proceeds to the producers less our contractua
t
l fee
f
s. This type of contract represented 76% and 72% of suppl
u
y volumes
in this segment, excluding EnLink, for 2024 and 2023, respectively.
•
Fee with POP contracts with producer take-in-kind rights - We purchase a portion of the raw natur
t
al gas stream,
charge fees for providing the midstream services listed above
a
, retur
t
n certain commodities to the producer, sell the
remaining commodities and remit a portion of the commodity sales proceeds to the producer less our contractua
t
l fee
f
s.
This type of contract represented 19% of suppl
u
y volumes in this segment, excluding EnLink, for both 2024 and 2023.
EnLink’s service contracts are primarily fee
f
with POP contracts with producer take-in-kind rights to certain
commodities.
•
Fee-only - Under this type of contract, we charge a fee
f
for the midstream services we provide based on volumes
gathered, processed, treated and/or compressed. Our fee-only contracts represented 5% and 9% of supply volumes in
this segment, excluding EnLink, for 2024 and 2023, respectively.
For commodity sales, we contract to deliver residue natur
t
al gas, condensate and/or unfra
f ctionated NGLs to downstream
customers at a specified delivery point. Our sales of NGLs are primarily to our affi
f liate in the Natur
t
al Gas Liquids segment.
Unconsolidated Affi
f liates - Our unconsolidated affi
f liates in this segment are not material.
See Note O of the Notes to Consolidated Financial Statements in this Annual Report for
f
additional discussion of our
unconsolidated affi
f liates.
Government Regulation - The FERC traditionally has maintained that a natural gas processing plant is not a faci
f
lity for
f
the
transportation or sale of natur
t
al gas in interstate commerce and, therefor
f
e, is not subj
u ect to jurisdiction under the Natural Gas
Act. Although the FERC has made no specific declaration as to the jurisdictional status of our natural gas processing
operations or facilities, our natural gas processing plants are primarily involved in extracting NGLs and, therefor
f
e, are exempt
from FERC jurisdiction. The Natur
t
al Gas Act also exempts natur
t
al gas gathering facilities fro
f
m the jurisdiction of the FERC.
We believe our natural gas gathering faci
f
lities, upstream of our natural gas processing plants, meet the criteria used by the
FERC for non-ju
- risdictional natur
t
al gas gathering facility status
t
. Interstate transmission facilities remain subject to FERC
jurisdiction. The FERC has historically distinguished between these two types of faci
f
lities, either interstate or intrastate, on a
fact-specific basis. We transport residue
d
natural gas from certain of our natural gas processing plants to interstate pipelines in
accordance with Section 311(a) of the Natur
t
al Gas Policy Act of 1978, as amended. The states where we operate have statut
t es
regulating, to varying degrees, the gathering of natur
t
al gas in those states. In each state, regulation is appl
a
ied on a case-by-case
basis if a complaint is file
f
d against the gatherer with the appropriate state regulatory a
r
gency.
See fur
f
ther discussion in the “Regulatory,
r
Environmental and Safety Matters” section.
Natural Gas Liquids
q
Overview of Operations - In our Natural Gas Liquids segment, NGLs extracted at our own and third-party natur
t
al gas
processing plants are gathered by our NGL gathering pipelines. Gathered NGLs are directed to our downstream fractionators to
be separated into Purity NGLs. Purity NGLs are stored or distributed to our customers, such as petrochemical companies,
propane distributors, diluent users, ethanol producers, refineries and exporters.
We provide midstream services to producers of NGLs in the Rocky M
k
ountain region, Mid-Continent region, Permian Basin and
Gulf Coast region (including Louisiana) and deliver those products to the market. Our primary markets include the Mid-
Continent in Conway, Kansas, the Gulf Coast in Mont Belvieu, Texas, Louisiana and the uppe
u
r Midwest. The majo
a rity of the
pipeline-connected natural gas processing plants in the Williston Basin, Oklahoma, Kansas and the Texas Panhandle as well as
a large number in the Permian Basin, Barnett Shale, East Texas and Louisiana regions are connected to our NGL gathering
13

systems. Through our NGL gathering and distribution pipelines, and fractionation, terminal and storage facilities, we pr vi
ov de
needed midstream services while connecting key suppl
u
y and demand areas.
Propertyt - Our Natural Gas Liquids segment includes the following assets, which are wholly owned, except where noted a
, nd
exclude EnLink, which is shown separately below:
•
9,300 miles of gathering pipelines;
•
4,800 miles of distribution pipelines;
•
NGL fractionators with combined operating capacity of 960 MBbl/d (includes interests in our proportional share of
operating capacity), including 310 MBbl/d in the Mid-Continent region and 650 MBbl/d in the Mont Belvieu,
e
Texas
area, which were 92% and 98% utilized in 2024 and 2023, respectively;
•
one isomerization unit with operating capacity of 10 MBbl/d;
•
one etha
hane
ne/p/pro
ropa
pane
ne sp
splilitte
tter w
r with
ith ope
operaratin
ting c
g cap
apac
acitity o
y of 4
f 40 M
0 MBb
Bbl/d
l/d;
•
NGL storage facilities with operating storage capacity of 30 MMBbl; and
•
eight Purity NGLs terminals.
We completed the construc
r
tion of our 125 MBbl/d MB-6 fractionator, which is included in the assets listed above
a
. We are in
the process of reconstruc
r
ting our 210 MBbl/d fractionator in Medford, Oklahoma, which is excluded fro
f
m the assets listed
above.
In addition, we have access to 6 MMBbl of combined NGL storage capacity at facilities in Kansas and Texas and 60 MBbl/d of
NGL fractionation capa
a
city in the Gulf Coast through service agreements.
The fol
f lowing are the Natural Gas Liquids segment assets added as a result of the EnLink Acquisitions:
•
800 miles of gathering pipelines (includes gross mileage of a consolidated, partially owned subsidiary);
•
NGL fractionators with combined operating capacity of 235 MBbl/d; and
•
NGL storage facility with operating storage capacity of approximately 10 MMBbl.
14

See “Recent Developments” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of
Operations, in this Annual Report for
f
more information on our capital proje
o cts.
Sources of Earnings - Earnings for our Natural Gas Liquids segment are derived primarily from fee
f
-based services and
commodity sales and purchases. We purchase NGLs and condensate fro
f
m third parties, as well as from our Natural Gas
Gathering and Processing segment. We also sell NGLs to our affi
f liate in the Refin
f ed Products and Crude segment. Our
business activities are categorized as follows:
•
Exchange services - We utilize our assets to gather, transport, treat and fra
f ctionate NGLs, converting them into
marketable Purity NGLs, and deliver them to a market center or customer-designated location. Some of these
exchange volumes are under contracts with minimum volume commitments that provide a minimum level of revenues
regardless of volumetric throughput. Our exchange services activities are primarily fee-based and include some rate-
regulated tariffs; however, we also capture certain product price differentials through the fra
f ctionation process.
•
Transportation and storage services - We transport Purity NGLs and certain Refined Products, primarily under
regulated tariffs. Tariffs
f
specify t
f
he maximum rates we may charge our customers and the general terms and
conditions for transportation service on our pipelines. Our storage activities consist primarily of fee-based NGL
storage services at our Mid-Continent and Gulf Coast storage facilities.
•
Optimization and marketing - We utilize our assets, contract portfol
f io and market knowledge to capture location,
product and seasonal price differentials through the purchase and sale of unfra
f ctionated NGLs and Purity NGLs. We
transport Purity NGLs between the Mid-Continent region, upper Midwest and Gulf Coast regions to capture the
location price differentials between market centers. Our marketing activities also include utilizing our NGL storage
facilities to capture seasonal price differentials and serving marine, truck and rail markets. Our isomerization activities
capture the price differential when normal butane is converted into the more valuabl
a e iso-butane at our isomerization
unit in Conway, Kansas.
In the majority of our exchange services contracts, we purchase the unfra
f ctionated NGLs at the tailgate of the processing plant
and deduc
d
t contractua
t
l fee
f
s related to the transportation and fractionation services we must perform before we can sell them as
Purity NGLs. To the extent we hold unfra
f ctionated NGLs in inventory,
r
the related contractua
t
l fees
f
are not recognized until the
unfractionated inventory i
r
s fra
f ctionated and sold.
Unconsolidated Affi
f liates - We have a 50% ownership interest in Overland Pass, which operates an interstate NGL pipeline
system extending 760 miles, originating in Wyoming and Colorado and terminating in Kansas. Our other unconsolidated
affi
f liates in this segment are not material.
See Note O of the Notes to Consolidated Financial Statements in this Annual Report for
f
additional discussion of unconsolidated
affi
f liates.
Government Regulation - The operations and revenues of our NGL pipelines are regulated by various state and federal
government agencies. Our interstate NGL pipelines are regulated under the Interstate Commerce Act, which gives the FERC
jurisdiction to regulate the terms and conditions of service, rates, including depreciation and amortization policies, and initiation
of service. Certain aspects of our intrastate NGL pipelines that provide common carrier service are subj
u ect to the jurisdiction of
various state agencies in the states where we operate.
See fur
f
ther discussion in the “Regulatory,
r
Environmental and Safety Matters” section.
Natural Gas Pipelines
p
Overview of Operations - In our Natural Gas Pipelines segment, we receive residue natural gas from third parties and our own
natural gas processing plants and interconnecting pipelines. Residue
d
natural gas is transported or stored for
f
end users, such as
large industrial customers, natur
t
al gas and electric utilities serving commercial and residential consumers and can ultimately
reach international markets through liquified natural gas exports and cross border pipelines.
Our assets are connected to key supply areas and demand centers, including export markets in Mexico via Roadrunne
r
r and
suppl
u
y areas in Canada and the United States via our interstate and intrastate natur
t
al gas pipelines and Northern Border, which
enables us to provide essential natur
t
al gas transportation and storage services. Growing demand from data centers and
continued demand fro
f
m local distribution companies, electric-generation faci
f
lities and large industrial companies suppor
u
t low-
cost expansions that position us well to provide additional services to our customers when needed.
15

Intrastate Pipe
i
lines and Storage - Our intrastate natural gas pipeline and storage assets are located in Oklahoma, Texas and
Kansas. Our Oklahoma intrastate pipeline and storage assets have access to major natural gas production areas in the Mid-
Continent region. Our Texas intrastate pipeline and storage assets have access to majo
a r natur
t
al gas producing for
f
mations in the
Texas Panhandle. These assets provide shippers access to western markets, several markets to the southeast along the Gulf
Coast, including the Houston Ship Channel, the Mid-Continent market to the north and exports to Mexico. Our storage
facilities provide 61 Bcf of working gas storage capacity. Additionally, as a result of the EnLink Acquisitions, we also have
intrastate pipeline and storage assets in Louisiana and North Texas. Our intrastate pipeline and storage companies primarily
include:
•
ONEOK Gas Transportation, which transports natural gas throughout the state of Oklahoma and has access to the
majo
a r natur
t
al gas production areas in the Mid-Continent region, which include the SCOOP and STACK areas and the
Cana-Woodfor
f
d Shale, Woodfor
f
d Shale, Springer Shale, Meramec, Granite Wash and Mississippian Lime formations.
ONEOK Gas Transportation is connected to our ONEOK Gas Storage facilities in Oklahoma, which provide 50 Bcf of
working gas storage capacity;
•
ONEOK WesTex Transmission, which transports natural gas throughout the western portion of the state of Texas,
including the Waha Hub area where other pipelines may be accessed for
f
transportation to western markets, exports to
Mexico, several markets to the southeast along the Gulf Coast, including the Houston Ship Channel and the Mid-
Continent market to the north. It has access to major natural gas producing for
f
mations in the Texas Panhandle,
including the Granite Wash for
f
mation and Delaware and Midland Basins in the Permian Basin. ONEOK WesTex
Transmission is connected to our ONEOK Texas Gas Storage fac
f
ilities, which provide 8 Bcf of working gas storage
capacity;
•
Bridgeline Pipeline, acquired with the EnLink Acquisitions, which provides transportation and storage services to a
variety of customers including South Louisiana industrial companies, power companies, utilities and Gulf Coast LNG
facilities;
•
Louisiana Intrastate Gas (LIG) Pipeline, acquired with the EnLink Acquisitions, which is a natur
t
al gas pipeline system
providing a ful
f ly integrated wellhead to burner tip value chain that includes local gathering, processing, transmissions
and treating services to Louisiana producers. The LIG Pipeline has access to the Haynesville shale producing area and
connects to several other natur
t
al gas pipelines, providing additional system supply, and to the Jefferson Island storage
facility; and
•
Acacia Pipeline, acquired with the EnLink Acquisitions, which provides transportation services to connect production
from the Barnett Shale to markets in North Texas.
Interstate Natural Gas Pipeline Divestiture - On Nov. 19, 2024, we entered into a definitive agreement with DT Midstream,
Inc. to sell three of our wholly owned interstate natur
t
al gas pipeline systems, including Guardian and Viking, located in the
Upper Midwest, and Midwestern Gas Transmission Company, located between Tennessee and the Chicago Hub near Joliet,
Illinois. On Dec. 31, 2024, we completed the sale of these assets.
Interstate Pipelines - Sabi
a ne Pipeline was acquired with the EnLink Acquisitions and is an interstate natur
t
al gas pipeline that
transports natural gas between Port Arthur, Texas, and the Henry Hub l
u
ocated in Erath, Louisiana. The Sabine Pipeline also
owns and operates the Henry H
r
ub, the official delivery mechanism and pricing point for Chicago Mercantile Exchange’s
NYMEX natural gas futures.
16

Property -
t
Our Natur
t
al Gas Pipelines segment includes the following wholly owned assets and exclude EnLink, which i s
s shown
separately below:
•
5,200 miles of natur
t
al gas pipelines, which were 97% and 96% subs
u
cribed in 2024 and 2023, respectively; and
•
seven underground natural gas storage faci
f
lities with 61 Bcf of total active working natural gas storage capacity wh
w ich
were 75% and 76% subs
u
cribed in 2024 and 2023, respectively.
Our storage includes two underground natural gas storage faci
f
lities in Oklahoma, two underground natural gas storage faci
f
lities
in Kansas and three underground natural gas storage faci
f
lities in Texas.
The fol
f lowing are the Natural Gas Pipeline segment assets added as a result of the EnLink Acquisitions:
•
3,200 miles of natur
t
al gas pipelines; and
•
four
f
underground natural gas storage fac
f
ilities with appr
a
oximately 13 Bcf of total active working natural gas storage
capa
a
city.
Sources of Earnings - Earnings for our Natural Gas Pipelines segment are derived primarily from fee-
f
based services and our
business activities are categorized as follows:
•
Transportation services - Our regulated natural gas transportation services contracts are based upon
u
rates stated in the
respective tariffs
f , which have generally been establ
a ished through shipper specific negotiation, discounts and negotiated
settlements. The rates are file
f
d with FERC or the appropriate state jurisdictional agencies. In addition, customers
typically are assessed fee
f
s, such as a commodity charge, and we may retain a percentage of natural gas in-kind for our
compression services. Our transportation earnings are primarily fee-based and utilize the fol
f lowing types of contracts:
◦
Firm service - Customers reserve a fix
f ed quantity of pipeline capacity for a specified period of time, which
obligates the customer to pay regardless of usage. Under this type of contract, the customer pays a monthly
fixed fee
f
and incremental fees, known as commodity charges, which are based on the actua
t
l volumes of
17

natural gas they transport or store. Under the firm service contract, the customer generally is guaranteed
access to the capacity they reserve.
◦
Interrupt
u ible service - Under interrupt
u ible service transportation agreements, the customer may utilize
availabl
a e capacity afte
f r fir
f m service requests are satisfie
f d. The customer is not guaranteed use of our
pipelines unless excess capacity is available.
•
Storage services - Our storage earnings are primarily fee-based and utilize the following types of contracts:
◦
Firm service - Customers reserve a specific quantity of storage capacity, including inje
n ction and withdrawal
rights, and generally pay fix
f ed fees based on the quantity of capacity reserved plus an inje
n ction and
withdrawal fee based on actua
t
l usage. Our firm storage contracts typically have terms longer than one year.
◦
Park-and-loan service - An interrupt
u ible storage service offe
f red to customers providing the abi
a lity to park
(inject) or loan (withdraw) natur
t
al gas into or out of our storage, typically for monthly or seasonal terms.
Customers reserve the right to park or loan natural gas based on a specified quantity, including inje
n ction and
withdrawal rights when capacity is availabl
a e.
•
Optimization and marketing - As a result of the EnLink Acquisitions, we also derive earnings from providing natural
gas marketing and optimization for our customers.
Unconsolidated Affi
f liates - Our Natural Gas Pipelines segment includes the following unconsolidated affi
f liates:
•
50% ownership interest in Northern Border, which owns a FERC-regulated interstate pipeline that transports natural
gas fro
f
m the Montana-Saskatchewan border near Port of Morgan, Montana, and the Williston Basin in North Dakota
to a terminus near North Hayden, Indiana.
•
50% ownership interest in Roadrunne
r
r, a bidirectional pipeline, which has the capacity to transport 570 MMcf/d
f
of
natural gas from the Permian Basin in West Texas to the Mexican border near El Paso, Texas, and has capacity to
transport appr
a
oximately 1.0 Bcf/d of natur
t
al gas fro
f
m the Delaware Basin to the Waha Hub area. We are the operator
of Roadrunner.
•
As a result of the EnLink Acquisitions, 15% ownership interest in Matterhorn, a bidirectional pipeline, which has
capacity to transport 2.5 Bcf/d of natur
t
al gas fro
f
m the Waha Hub to Katy, Texas.
See Note O of the Notes to Consolidated Financial Statements in this Annual Report for
f
additional discussion of unconsolidated
affi
f liates.
Government Regulation - Interstate - Our interstate natural gas pipelines are regulated under the Natural Gas Act, which gives
the FERC jurisdiction to regulate virtually all aspects of this business, such as transportation of natur
t
al gas, rates and charges
for services, construc
r
tion of new facilities, depreciation and amortization policies, acquisition and disposition of faci
f
lities and
the initiation and discontinuation of services.
Intrastate - Our intrastate natural gas pipelines in Oklahoma, Kansas, Louisiana and Texas are subject to rate regulation by state
regulators and by the FERC under the Natural Gas Policy Act of 1978, as amended, for certain services where we deliver
natural gas into FERC-regulated natural gas pipelines. While we have flexibility in establ
a ishing natural gas transportation rates
with customers, there is a maximum rate that we can charge our customers in Oklahoma and Kansas and for
f
the services
regulated by the FERC. In Texas and Kansas, natur
t
al gas storage may be regulated by the state and by the FERC for certain
types of services. In Oklahoma, natural gas storage operations are not subj
u ect to rate regulation by the state, and we have
market-based rate authority fro
f
m the FERC for certain types of intrastate services.
See fur
f
ther discussion in the “Regulatory,
r
Environmental and Safety Matters” section.
Refined Products and Crude
Overview of Operations - Our Refined Products and Crude segment is principally engaged in the transportation, storage and
distribution of Refin
f ed Products and crude oil. As a result of the EnLink Acquisitions and the Medallion Acquisition, we are
also engaged in the gathering of crude oil. Crude
r
oil pipelines gather and transport crude oil to refin
f eries, export faci
f
lities and
demand centers. Throughout our distribution system, terminals play a key role in faci
f
litating product movements and
marketing by providing storage, distribution, blending and other ancillary services. Products transported on our Refined
Products pipeline system include gasoline, distillates, aviation fuel and certain NGLs. Shipments originate on our Refined
Products pipeline system fro
f
m direct connections to refineries or through interconnections with other pipelines or terminals for
f
transportation and ultimate distribution to retail fue
f
ling stations, convenience stores, travel centers, railroads, airpor
r
ts and other
end users.
18

Our Refin
f ed Products pipeline system is one of the longest common carrier pipeline systems for Refin
f ed Products in the United
States, extending from the Texas Gulf Coast and covering a 15-state area across the central and western United States. Our
crude
r
oil assets are strategically located to transport and store crude oil and are connected to multiple trading and demand
centers. We have existing crude oil pipelines in Kansas and Oklahoma, and fro
f
m the Permian Basin in West Texas to our East
Houston terminal. Our Houston distribution system connects our East Houston terminal through several interchanges to various
points, including multiple refineries throughout the Houston area and crude
r
oil import and export faci
f
lities. Our Cushing
terminal primarily receives and distributes crude
r
oil via the multiple pipelines that terminate in and originate fro
f
m the Cushing
hub. Our Corpus
r
Christi terminal provides terminalling services and includes our splitter.
As a result of the EnLink Acquisitions and the Medallion Acquisition, we acquired crude oil gathering pipelines and
n crude
r
oil
storage faci
f
lities in the Permian Basin and the Mid-Continent region.
Property -
t
Our Refin
f ed Products and Crude segment includes the following wholly owned assets, which exclude En
E Link and
Medallion, which are shown separately below:
•
9,800 miles of Refin
f ed Products pipelines;
•
1,100 miles of crude oil pipelines;
•
53 Refin
f ed Products terminals;
•
two marine terminals; and
•
97 MMBbl of operating storage capacity.
19

The fol
f lowing are the Refined Products and Crude segment assets added as a result of the EnLink Acquisitions and the
Medallion Acquisition:
•
2,100 miles of crude oil gathering pipelines; and
•
2 MMBbl of operating storage capacity.
We are in the process of construc
r
ting our greater Denver area pipeline expansion proje
o ct. The project includes construc
r
tion of a
new 230-mile, 16-inch diameter pipeline fro
f
m Scott City, Kansas, to Denver International Airpor
r
t and the addition or upgrading
of certain pump stations and will increase total system capacity by 35 MBbl/d and have additional expansion capabilities. This
project is excluded fro
f
m the assets listed above
a
.
See “Recent Developments” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of
Operations, in this Annual Report for
f
more information on our capital proje
o cts.
Sources of Earnings - Earnings in this segment are derived primarily from transportation, storage and terminal services and
produc
d
t sales:
•
Transportation services - We generate revenue from tariffs on volumes gathered and transported on our Refined
Products and crude oil pipeline systems. These transportation tariffs
f
vary depending upon where the product
originates and where ultimate delivery o
r
ccurs. Transportation fees are in published tariffs
f
filed with the FERC or the
appropriate state agency or established by negotiated rates.
•
Storage and terminal services - We generate additional revenue from providing pipeline capacity and tank storage
services, as well as providing services such as terminalling, ethanol and biodiesel unloading and loading, and additive
inje
n ction, which are performed under short-term and long-term agreements.
•
Optimization and marketing - At times, we obtain Refin
f ed Produc
d
ts and crude oil and utilize our assets, contract
portfol
f io and market knowledge to capture location, product and seasonal price differentials through liquids blending
and purchases and sales of produc
d
t, including transmix, which is a mixture that forms when diffe
f rent Refined Products
are transported in pipelines.
Unconsolidated Affi
f liates - Our Refined Products and Crude segment includes the following unconsolidated affi
f liates:
•
a 30% ownership interest in BridgeTex, which owns an appr
a
oximately 400-mile crude
r
oil pipeline with transport
capacity of up to 440 MBbl/d that connects Permian Basin crude oil to our East Houston terminal;
•
a 40% ownership interest in Saddlehorn, which owns an undivided joint interest in an approximately 600-mile
pipeline, with transport capacity of up to 290 MBbl/d of crud
r
e oil from the Denver-Julesburg Basin and Rocky
Mountain region to storage facilities in Cushing, including our Cushing terminal; and
•
a 25% ownership in MVP, which owns a Refin
f ed Produc
d
ts marine storage terminal along the Houston Ship Channel in
Pasadena, Texas, including more than 5 MMBbl of storage, two ship docks and truck loading faci
f
lities.
Our other unconsolidated affi
f liates in this segment are not material.
See Note O of the Notes to Consolidated Financial Statements in this Annual Report for
f
additional discussion of unconsolidated
affi
f liates.
Government Regulation - Our interstate common carrier pipelines are subj
u ect to rate regulation by the FERC under the
Interstate Commerce Act, the Energy Policy Act of 1992 and related rules and orders. Most of the tariff rates on our long-haul
pipelines are established under market-based rate authority or via negotiated rates that generally allow for
f
annual infla
f tion-
based adjustments. Some shipments on our pipeline systems are considered to be in intrastate commerce and are subject to
certain regulations with respect to such intrastate transportation by state regulatory a
r
uthorities in Colorado, Kansas, Minnesota,
Oklahoma, Texas or Wyoming. In future rate or rulemaking proceedings, the FERC or state regulatory a
r
uthorities could reduc
d
e
rates prospectively, limit our ability to increase fut
f ur
t
e rates or modify the way rates are currently establ
a ished. In certain
circumstances, a change could also require the payment of refunds to shippers.
See fur
f
ther discussion in the “Regulatory,
r
Environmental and Safety Matters” section.
Market Conditions and Seasonality
Supply and Demand - Supply for each of our segments depends on crude
r
oil and natural gas drilling and production activities,
which are driven by the strength of the economy and impacts of geopolitical events; crude oil, natural gas, NGL and Refin
f ed
20

Products prices; the demand for each of these products from end users; changes in gas-to-oil ratios and the decline rate of
existing production; refinery maintenance cycles; producer access to capital and investment in the industry;
r
connections to
pipelines and refin
f eries; and producer firm commitments to transportation pipelines.
Demand for gathering and processing services is dependent on natural gas and crude oil production by producers in the regions
in which we operate. Demand for
f
NGLs and the abi
a lity of natur
t
al gas processors to sustain their operations successful
f ly and
economically affe
f ct the volume of unfra
f ctionated NGLs produced by natural gas processing plants, thereby affe
f cting the
demand for NGL gathering, transportation and fractionation services. Natur
t
al gas and Purity NGLs are affe
f cted by the demand
associated with the various industries that utilize the commodities, such as butanes and natur
t
al gasoline used by the refining
industry a
r
s blending stocks for motor fuel, denatur
t
ant for
f
ethanol and diluents for crude oil. Ethane, propane, butanes and
natural gasoline are also used by the petrochemical industry t
r
o produce chemical components, used for a range of products that
improve our daily lives and promote economic growth, including health care products, recyclable food packaging, clothing,
technology, building materials, industrial, manufact
f
ur
t
ing and energy infrastructur
t
e, lightweight vehicle components and
batteries. Propane is also used to heat homes and businesses. Demand for Refin
f ed Products is influenced by many factors,
including driving patterns, consumer prefer
f ences, economic conditions, population changes, government regulations, changes
in vehicle fue
f
l effic
f iency and the development of alternative energy sources. The demand for Refin
f ed Products in the market
areas served by our pipeline system has historically been stable. Demand for
f
shipments on our crud
r
e oil pipelines is driven
primarily by crude
r
oil production and takeaway demand in the regions in which we operate. Demand for
f
natural gas, NGLs,
Refined Products and crude oil is also impacted by global macroeconomic factors.
Commodity Prices - Our earnings are primarily fee-based in all of our segments; however, we are exposed to some commodity
price risk. As part of our hedging strategy, we use commodity derivative fin
f ancial instruments and physical-forward contracts
to reduce the impact of price fluctuations related to natur
t
al gas, NGLs, Refined Products and crude oil. Our Natur
t
al Gas
Gathering and Processing segment is exposed to commodity price risk as a result of retaining a portion of the commodity sales
proceeds associated with our fee with POP contracts and our POP contracts with take-in-kind rights. Our Natur
t
al Gas
Gathering and Processing segment fol
f lows a programmatic approach to hedging commodity price risk and expects to hedge
approximately 75% of its monthly equity volumes over time. Under certain fee with POP contracts, our contractua
t
l fee
f
s and
POP percentage may increase or decrease if production volumes, delivery p
r
ressures or commodity prices change relative to
specified thresholds. In our Natural Gas Liquids segment, we are exposed to commodity price risk associated with changes in
the price of NGLs; the location diffe
f rential between the Conway, Kansas, upper Midwest region, Mont Belvieu, Texas, and
Louisiana; and the relative price differential between natural gas, NGLs and individual Purity NGLs, which affect our NGL
purchases and sales, our exchange services, transportation and storage services, and optimization and marketing fin
f ancial
results. NGL storage revenue may be affected by price volatility and forward pricing of NGL physical contracts versus the
current price of NGLs on the spot market. We are also exposed to changes in the price of power, which can impact our
fractionation and transportation costs. In our Natural Gas Pipelines segment, we are exposed to minimal commodity price risk
associated with (i) changes in the price of natur
t
al gas, which impact our fuel costs and retained fuel in-kind received for
f
our
compression services; and (ii) the diffe
f rential between forward pricing of natural gas physical contracts and the price of natural
gas on the spot market, which may affect customer demand for our natural gas storage services. In our Refined Products and
Crude
r
segment, we are exposed to some commodity price risk, including product price and location diffe
f rentials primarily from
our optimization and marketing activities, as well as product retained dur
d
ing the operations of our pipelines and terminals. See
additional discussion regarding our commodity price risk and related hedging activities under “Commodity Price Risk” in Part
II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in this Annual Report.
Seasonality - Cold temperatures usually increase demand for
f
natural gas and certain Purity NGLs, such as propane, a heating
fuel for homes and businesses. Warm temperatures usually increase demand for
f
natural gas used in gas-fired electric generation
for residential and commercial cooling, as well as agricultur
t
e-related equipment like irrigation pumps and crop dryers. Demand
for butanes and natur
t
al gasoline, which are used by the refining industry a
r
s blending stocks for motor fuel, denatur
t
ant for
f
ethanol and diluents for crude oil, are also subject to some variability during seasonal periods when certain government
restrictions on motor fue
f
l blending products change. Additionally, our liquids blending activities are limited by seasonal
changes in gasoline vapor pressure specifications and by the varying quantity of the gasoline delivered to us. During periods of
peak demand for a certain commodity, prices for that product typically increase.
Extreme weather conditions, seasonal temperature changes and the impact of temperatur
t
e and humidity on the mechanical
abilities of equipment impact the volumes of natural gas gathered and processed, NGL volumes gathered, transported and
fractionated, and Refin
f ed Products and crude oil volumes transported and stored. Power interrupt
u ions and inaccessible well
sites as a result of severe storms or freeze-offs
f , a phenomenon where water vapor
a
from the well bore fre
f ezes at the wellhead or
within the natur
t
al gas gathering system, may cause a temporary i
r
nterrupt
u ion in the flow of natural gas, NGLs, Refined Produc
d
ts
and crude oil.
21

In our Natural Gas Pipelines segment, natur
t
al gas storage is necessary to balance the relatively steady natur
t
al gas supply with
the seasonal demand of our local natur
t
al gas distribution and electric-generation customers as a result of the demand from their
residential and commercial customers.
Competition - We compete for natur
t
al gas, NGL, Refined Products and crude oil volumes with other midstream companies,
majo
a r integrated oil companies and independent exploration and production companies that have gathering and processing
assets, fra
f ctionators, pipelines, terminals and storage fac
f
ilities. The fact
f
ors that typically affe
f ct our ability to compete for
f
natural gas, NGL, Refin
f ed Products and crude
r
oil volumes are:
•
quality and quantity of services provided;
•
producer drilling activity;
•
proceeds remitted and/or fees charged under our contracts;
•
proximity of our assets to natural gas, NGL, Refin
f ed Produc
d
ts and crude oil supply areas and markets;
•
proximity of our assets to alternative energy production;
•
location of our assets relative to those of our competitors;
•
efficiency and reliabi
a lity of our operations;
•
receipt and delivery c
r
apabilities for natur
t
al gas, NGLs, Refined Products and crude oil that exist in each pipeline
system, plant, fra
f ctionator, terminal and storage location;
•
the petrochemical industry’
r
s level of capacity utilization and feedstock requirements;
•
current and for
f
ward natural gas, NGLs, Refined Products and crude oil prices; and
•
cost of and access to capi
a tal.
We have remained competitive by executing strategic acquisitions; making capital investments to access and connect new
suppl
u
ies with end-user demand; increasing gathering, processing, fractionation and pipeline capacity; increasing storage,
withdrawal and injection capa
a
bi
a lities; and improving operating effi
f ciency. Our and our competitors’ infra
f structur
t
e proje
o cts may
affe
f ct commodity prices and could displace suppl
u
y volumes from the Mid-Continent and Rocky M
k
ountain regions and the
Permian Basin where our assets are located. We believe our assets are located strategically, connecting diverse suppl
u
y areas to
market and demand centers.
Customers - Our Natural Gas Gathering and Processing, Natural Gas Liquids and Refin
f ed Products and Crude segments derive
fees for services from major and independent crude
r
oil and natural gas producers. Our Natur
t
al Gas Liquids segment’s
customers also include other NGL and natur
t
al gas gathering and processing companies. Our downstream commodity sales
customers are primarily petrochemical, refin
f ing and marketing companies, utilities, large industrial companies, natur
t
al gasoline
distributors, propane distributors, exporters and municipalities. Our Refin
f ed Products and Crude segment’s customers also
include crude
r
oil producers, refiners, wholesalers, retailers, traders, railroads, airlines and regional far
f m cooperatives. End
markets for
f
Refined Products deliveries are primarily retail gasoline stations, truck stops, far
f m cooperatives, railroad fue
f
ling
depots, military b
r
ases and commercial airpor
r
ts. Our Natural Gas Pipeline segment’s assets primarily serve local distribution
companies, electric-generation faci
f
lities, large industrial companies, municipalities, producers, processors and marketing
companies. Our utility customers generally require our services regardless of commodity prices. See discussion regarding our
customer credit risk under “Counterpa
r
rty Credit Risk” in Part II, Item 7A, Quantitative and Qualitative Disclosures about
Market Risk, in this Annual Report.
Other
Through ONEOK Leasing Company, L.L.C. and ONEOK Parking Company, L.L.C., we own a 17-story o
r
ffice building
(ONEOK Plaza) and a parking garage in downtown Tulsa, Oklahoma, where our headquarters are located. ONEOK Leasing
Company, L.L.C. primarily operates our headquarters offic
f e building. ONEOK Parking Company, L.L.C. owns and operates a
parking garage adjacent to our headquarters. We have a wholly owned captive insurance company, which was formed in 2022.
REGULATORY, ENVIRONMENTAL AND SAFETY MATTERS
We are subject to a variety of historical preservation and environmental and safety laws and/or regulations that affe
f ct many
aspects of our present and future operations. Regulated activities include, but are not limited to, those involving air emissions,
storm water and wastewater discharges, handling and disposal of solid and hazardous waste, wetland and waterway
preservation, wildlife c
f
onservation, cultural resource protection, hazardous materials transportation, cleanup of spills or releases
of hazardous subs
u
tances and pipeline and facility construc
r
tion. These laws and regulations require us to obtain and/or comply
with a wide variety of environmental clearances, registrations, licenses, permits and other approvals. Failure to comply with
these laws, regulations, licenses and permits may expose us to fin
f es, penalties, reputational harm, claims or lawsuits from third
parties, and/or interrupt
u ions in our operations that could be material to our results of operations or financial condition. We may
22

also incur material costs for cleanup of spills or releases of hazardous subs
u
tances. In addition, emissions controls and/or other
regulatory o
r
r permitting mandates under the Federal Clean Air Act, as amended (Clean Air Act), and other similar fed
f
eral and
state laws could require unexpected capital expenditures at our facilities. We cannot ensure that existing environmental statutes
and regulations will not be revised or that new regulations will not be adopted or become applicable to us. We also cannot
ensure that existing permits will not be revised or cancelled, potentially impacting faci
f
lity construc
r
tion activities or ongoing
operations.
Air and Water Emissions - The Clean Air Act, the Federal Water Pollution Control Act Amendments of 1972, as amended
(Clean Water Act), the Oil Pollution Act of 1990 and analogous state laws and/or regulations impose restrictions and controls
regarding the release of pollutants into the air and water in the United States. Under the Clean Air Act, a federal operating
permit is required for
f
sources of significant air emissions. We may be required to incur certain capital expenditures for
f
air
pollution-control equipment in connection with obtaining or maintaining permits and appr
a
ovals for sources of air emissions.
The Clean Water Act imposes subs
u
tantial potential liabi
a lity for
f
pollutants discharged into waters of the United States and
requires remediation of waters affe
f cted by such discharge. The Oil Pollution Act aims at preventing and responding to oil spills
in U.S. waters and shorelines.
GHG Emissions - In 2023, GHG emissions were approximately 3.7 million metric tons of carbon
r
dioxide equivalents of Scope
1 emissions and 3.1 million metric tons of carbon
r
dioxide equivalents of Scope 2 emissions. Scope 1 emissions originate from
f
the combustion of fue
f
l in our equipment, such as compressor engines and heaters, as well as fugitive methane emissions. Scope
2 emissions are generated from purchased power sources.
In 2021, we announced a companywide abs
a
olute GHG emissions reduction target of 2.2 million metric tons of carbon dioxide
equivalents fro
f
m our combined Scope 1 and Scope 2 GHG emissions by 2030 for our legacy ONEOK assets. The target
represents a 30% reduction in combined operational Scope 1 and location-based Scope 2 GHG emissions attribibut b
able to
ONEOK assets as of Dec. 31, 2019. As f
of Dec. 31, 2024, we have achihiev d
ed reduc itions totaliling a
g ppr
a
oximately 1.7 million
met iric tons of hthe targeted 2.2
ill
million met iric tons of carbon
r
didi
i
oxide eq iuivalents, primarily as a result of methane emissions
mitigation, system utilization and optimizations, electrification of certain natural gas compression equipment and lower carbon-
r
based electricity in states in which we operate. GHG emission reductions as reported may be modified, upda
u
ted, changed or
suppl
u
emented based on availabl
a e infor
f
mation. For the years ended Dec. 31, 2024, 2023 and 2022, we did not have any material
dedicated capital expenditures specifically for climate-related proje
o cts, nor did we purchase or sell carbon
r
credits or offsets.
Progress to date on our goal has been accomplished through routine capital proje
o cts and asset optimizations that were primarily
performed for operational improvements that inherently improved our emissions profile
f
. We continue to anticipate several
potential pathways toward achieving our emissions reduction target. In 2025, we intend to work towards fur
f
ther reductions in
our emissions toward our target through improved methane management practices and system optimization that will not require
material capital expenditures. We do not anticipate purchasing or selling carbon credits or offse
f
ts in 2025.
We currently participate in Our Nation’s Energy (ONE) Futur
t
e Coalition to voluntarily report methane emission reductions and
to calculate our methane intensity for our natural gas transmission and storage assets. We continue to focus on maintaining low
methane gas release rates through expanded implementation of improved practices to limit the release of natur
t
al gas dur
d
ing
pipeline and facility maintenance and operations.
We are a participant in the American Petroleum Institute’s The Environmental Partnership and are enrolled in environmental
performance programs that are designed to fur
f
ther reduce emissions using proven, cost-effective controls.
Regulation
g
United Sta
S tes Department of T
o
ra
T
nspor
s
tation Pipeline and Hazardous
d
Materials S
l
af
S et
f y A
t
dministration (PH
(
MS
H
A)
S
- On Jan. 17,
2025, the PHMSA issued a fin
f al rule, which has been submitted to the Federal Register underscoring to pipeline and pipeline
facility operator’s requirements to minimize methane emissions in the Protecting our Infrastructur
t
e of Pipelines and Enhancing
Safety (PIPES) Act of 2020. The PIPES Act directs pipeline operators to update their inspection and maintenance plans to
address the elimination of hazardous leaks and to minimize natural gas releases from pipeline faci
f
lities. The upda
u
ted plans
must also address the replacement or remediation of pipeline fac
f
ilities that historically have been known to experience leaks.
We have completed and continue to update our pipeline maintenance procedur
d
es to identify a
f
nd reduce methane leaks.
United Sta
S tes Env
E
ironmental Protection Agency (
c
EPA)
(
- The EPA’s Mandatory Greenhouse Gas Reporting Rul
R e requires
annual GHG emissions reporting from our affe
f cted facilities and the carbon
r
dioxide emission equivalents for
f
all hydrocarbon
r
liquids produced by us as if all products were combusted, even if they are used otherwise. The additional cost to gather and
report this emission data did not have, and we do not expect it to have, a material impact on our results of operations, fin
f ancial
position or cash flo
f ws.
23

In 2024, the EPA finalized its rule targeting oil and gas section emissions of greenhouse gases (primarily methane) and volatile
organic compounds (VOCs). The rule includes (i) new source performance standards codified in 40 C.F.R. Part 60 Subpa
u
rt
OOOOb for new sources (i.e., faci
f
lities that commence construc
r
tion, reconstruc
r
tion, or modification after Dec. 6, 2022), (ii)
emission guidelines codified in 40 C.F.R. Part 60 Subpa
u
rt OOOOc that states must use to develop performance standards for
f
existing sources (i.e., facilities that existed on or befor
f
e Dec. 6, 2022). This fin
f al rule was challenged in court by states and
industry s
r
takeholders, which litigation is ongoing. In addition, in January 2025, the new administration issued an executive
order directing the heads of all federal agencies to identify a
f
nd begin the processes to suspend, revise or rescind all agency
actions that are unduly burdensome on the identific
f ation, development or use of domestic energy resources. Consequently,
future implementation and enforcement of the final rul
r e remain uncertain. At this time, we do not anticipate a material impact
to our planned capital, operations and maintenance costs resulting from compliance with the current or pending regulations and
proposed EPA actions. However, the EPA and/or state regulators may issue additional regulations, responses, amendments
and/or policy guidance, which could alter our present expectations.
Renewablble Fue
F
l Sta
S
d
ndard - We are an bl
obligigat d
ed party u d
nder the Renewablbl
a e Fuel Sta d
nda d
rd (R
)
FS) prom lulgated b
d by the EPA a d
nd
are req iuired to satis y
fy our Renewablbl
a e V lolume Oblbligigatio (
n (RV )
O) on an annual b
l basis. To meet our RVO, we must iei hther ensure
hthat hthe transporta ition fu lel we pr d
oduc i
e in our opti i
imization a d
nd ma k
rketing activi i
ities cont iains hthe mandated renew b
able fu lel
components or pur h
chase credidits to cover a y
ny h
shortf lal
f l. We generally
lly sa itis y
fy our RVO req iuirements through
ough hthe pur h
chase of
RINs. RINs are generated when a gallllon of renew b
able fu lel is pr d
oduc d
ed and m y
ay be separated when the renewablbl
a e fue
f
l i
l is
blblended i
d int g
o gas loline o d
r diesel f
l fue
f
l, at
h
which p ioint hthe RIN is av iailablbl
a e for
f
us i
e in com lpliance or availilablbl
a e for
f
sale on hthe open
ma k
rket. As the RFS program is currentlyly structur
t
d
ed, the RVO of allll bl
obligigat d
ed parties m y
ay increase over time
l
unless adjdjusted b
d by
hthe EPA. The b
abilility
ity to incorporat i
e increasing v lolumes of renewablbl
a e fue
f
l component i
s into fue
f
l products and the av iailabibi
a lili yty of
RINs may b
y b l
e li i
imited,
h
which c
l
ould i
d increase our RFS com lpliance costs or li i
limit our b
ability
ility to blblend.
In 2024, the EPA finalized changes to the federal gasoline distribution regulations. We do not anticipate a material impact to
our lplanned capital, opera itions and m iaintenance costs res lul iti g
ng from com lpliance wi h
ith hthe current regul
gulations.
d
Addidi itionally
lly, we are subjbj
u ect to the EPA’s fue
f
ls compliliance regul
gulations. These regul
gulations in lcl d
ude standa d
rds for
f
fu lel parameters
and req iuire irigorous pr d
oduct sam lpling a d
nd testing, reco d
rdkeeping a d
nd repor iting. Our ongoing compliance with these
regulations is not expected to have a material adverse effec
f
t on our business.
Federal R g
eg lulation - In A g
ugust 2022, hthe Infla
f
ition R d
educ
d
ition Act of 2022 (IRA) was isigned i
d int l
o law. The IR
i
A i
R
ncludes tax
cr d
edits and o hther incen itives inte d
nded to combat clilimate cha g
nge by
by d
advancing d
g decarb
i
boni
r
zation a d
nd promoting i
g increas d
ed
investment in renewablbl
a e a d
nd low carbon
r
intensity
ity energy
gy. In addi
ddi ition, hthe IRA didirect d
ed hthe EPA to impose a d
nd collllect “Waste
Emis isions
h
Charges,” or “Me hthane Fees,” for
f
sp
i
ecifific f
i
aci
f
lili ities hthat report more than 25,000 metric tons of carbon dioxide
equivalent of GHG emissions per year and have a methane emissions intensity in excess of the relevant statut
t ory t
r
hreshold. In
January 2025, industry a
r
ssociations and certain states challenged the Waste Emissions Charge rule in the D.C. Circuit, and the
new administration issued an executive order directing the heads of all federal agencies to identify a
f
nd begin the processes to
suspend, revise or rescind all agency actions that are unduly burdensome on the identific
f ation, development or use of domestic
energy resources. Consequently, fut
f ur
t
e implementation and enforcement of these rules remain uncertain at this time. Based on
text in the IRA and a related rul
r e that the EPA fin
f alized in November 2024 that will require payment of Methane Fees to the
EPA beginning in 2025 (for
f
2024 reported emissions), the 2024 Methane Fees, if implemented, will not have a material impact
on our results of operations, fin
f ancial position or cash flo
f ws.
We believe it is likely that continued fut
f ur
t
e governmental legislation and/or regulation may require us to limit GHG emissions
associated with our operations, pay additional fees
f
associated with our GHG emissions or purchase allowances for such
emissions. However, we cannot predict precisely what form these fut
f ur
t
e regulations will take, the stringency of the regulations,
when they will become effe
f ctive or the impact on our capital expenditures, competitive position and results of operations. In
addition to activities on the fed
f
eral level, state and regional initiatives could also lead to the regulation of GHG emissions
sooner than or independent of federal regulation, these regulations could be more stringent than requirements in any future
federal legislation and/or regulation. We monitor all relevant legislation and regulatory i
r
nitiatives to assess the potential impact
on our operations and otherwise take steps to limit GHG emissions from our facilities, including methane.
For additional infor
f
mation regarding the potential impact of laws and regulations on our operations see Item 1A “Risk Factors.”
Waste - Our operations generate waste, including hazardous waste, that is subj
u ect to the requirements of the Resource
Conservation and Recovery Act, as amended (RCRA), and comparabl
a e state statut
t es. We are not currently required to comply
with a substantial portion of the RCRA requirements as our operations routinely generate only small quantities of hazardous
waste, and we are not a hazardous waste treatment, storage or disposal facility operator that is required to obtain a RCRA
R
24

permit. While the RCRA c
R
urrently exempts a number of types of waste from being subj
u ect to hazardous waste requirements,
including many oil and gas exploration and production wastes, the EPA could consider the adoption of stricter disposal
standards for
f
non-hazardous waste. Moreover, it is possible that additional waste, which could include non-hazardous waste
currently generated dur
d
ing operations, may be designated as hazardous waste. Hazardous waste is subject to more rigorous and
costly storage and disposal requirements than non-hazardous waste. Changes in the regulations could materially increase our
operating expenses.
We own or lease properties where hydrocarbons
r
have been handled for many years, during which operating and disposal
standards have evolved. Although we believe we have utilized operating and disposal practices that meet prevailing industry
r
standards, hydrocarbons
r
or other waste may have been disposed of or released on, under or fro
f
m the properties owned or leased
by us or at offs
f ite disposal facilities. In addition, many of these properties were previously operated by third parties whose
treatment and disposal or release of hydrocarbons
r
or other waste was not under our control. These properties and waste
disposal facilities may be subj
u ect to Comprehensive Environmental Response Compensation and Liability Act, as amended,
RCRA and analogous state laws. Under these laws, we could be required to remove or remediate previously disposed waste,
including waste disposed of or released by prior owners or operators, to remediate contaminated property, including
groundwater contaminated by prior owners or operators, or to make capital improvements to prevent future contamination.
Pipeline and Facility Safet
f y - We are subj
u ect to PHMSA safet
f y regulations, including pipeline asset integrity-management
regulations. The Pipeline Safety Improvement Act of 2002 requires pipeline companies operating high-pressure pipelines to
perform integrity assessments on pipeline segments that pass through densely populated areas or near specifically designated
high-consequence areas (HCAs). The Pipeline Safet
f y, Regulatory C
r
ertainty and Job Creation Act of 2011 (the 2011 Pipeline
Safety Act) increased maximum penalties for
f
violating fed
f
eral pipeline safet
f y regulations, directs the United States Department
of Transportation (DOT) and Secretary o
r
f Transportation to conduct fur
f
ther review or studi
t
es on issues that may or may not be
material to us and may result in the imposition of more stringent regulations. Penalty amounts have since been regularly
adju
d sted for infla
f tion with the most recent adjustment taking effe
f ct on Dec. 30, 2024. In 2015 through 2022, PHMSA issued
notices of proposed rulemaking for hazardous liquid pipeline safet
f y regulations, natur
t
al gas transmission and gathering lines
and underground natural gas storage faci
f
lities. For natur
t
al gas and natural gas gathering pipelines, the new proposed
regulations became known as “the Mega Rul
R e.” The Mega Rule increased requirements for
f
operating and maintenance,
integrity management, public awareness and civil/criminal penalties with full compliance deadlines extending into 2035;
however, we do not anticipate a material impact to our planned capital or operations and maintenance costs resulting from
f
compliance with these requirements.
Our NGL, Refin
f ed Products and crude oil pipeline systems are subject to regulation by the DOT and PHMSA under the
Hazardous Liquid Pipeline Safet
f y Act of 1979, as amended (HLPSA). The HLPSA prescribes and enfor
f
ces minimum fed
f
eral
safety standards for
f
the transportation of hazardous liquids by pipeline, including the design, construc
r
tion, testing, operation
and maintenance, spill response planning and overall reporting and management related to our pipeline faci
f
lities. In addition to
the amended HLPSA covered in Title 49 of the Code of Federal Regulations, subsequent statut
t es provide the fra
f mework for the
pipeline hazardous liquid safet
f y program and include provisions related to PHMSA’s authorities, administration and regulatory
r
activities.
In 2020, legislation was passed to reauthorize PHMSA through 2024. Legislation is currently pending to extend this
authorization. Certain requirements for
f
operations and maintenance, integrity management, leak detection and public
awareness will be subj
u ect to fut
f ur
t
e rul
r emaking as a result. The potential capi
a tal and operating expenditures related to the new
regulations are not fully known, but we do not anticipate a material impact to our planned capital or operations and maintenance
costs resulting fro
f
m compliance with the new regulations.
Our marine terminals along coastal waterways are subject to U.S. Coast Guard regulations and comparabl
a e state and municipal
statut
t es relating to the design, installation, construc
r
tion, testing, operation, replacement and management of these assets.
Certain of our field injection and withdrawal wells and water disposal wells are subject to the jurisdiction of the Railroad
Commission of Texas (RRC). The RRC regulations require that we report the volumes of natural gas and water disposal
associated with the operations of such wells on a monthly and annual basis, respectively. Results of periodic mechanical
integrity tests must also be reported to the RRC. In addition, our underground natural gas storage caverns in Louisiana are
subj
u ect to the jurisdiction of the Louisiana Department of Natur
t
al Resources (LDNR). In recent years, LDNR has put in place
more comprehensive regulations governing underground hydrocarbon
r
storage in salt caverns, and we believe we are in
subs
u
tantial compliance with these newer regulations.
25

PHMSA regulates safety issues related to downhole fac
f
ilities located at both intrastate and interstate underground natural gas
storage faci
f
lities. PHMSA mandates certain reporting requirements for
f
operators of underground natural gas storage fac
f
ilities
and sets minimum federal safet
f y standards. In addition, all intrastate transportation-related underground natural gas storage
facilities are subj
u ect to minimum fed
f
eral safety standards and are inspected by PHMSA or by a state entity that has chosen to
expand its authority to regulate these facilities under a certific
f ation file
f
d with PHMSA. State entities that exercise jurisdiction
over our underground natural gas storage faci
f
lities include the RRC (for our underground natural gas storage faci
f
lities in Texas)
and LDNR (for our underground natural gas storage fac
f
ilities in Louisiana). We do not believe continued compliance with
safety standards and other requirements appl
a
icable to our underground natural gas storage faci
f
lities will have a material impact
on results of operations, fin
f ancial position or cash flo
f ws.
In July 2022, a fir
f e occurred at our 210 MBbl/d Medfor
f
d, Oklahoma, NGL fractionation faci
f
lity. All personnel were safe a
f
nd
accounted for with temporary e
r
vacuations of local residents taken as a precautionary measure. As a result of the incident, the
United States Chemical Safety and Hazard Investigation Board (CSB) requested information including the incident
investigation report and causal factors of the incident, which we subm
u
itted to the CSB. This inquiry is still active with the CSB.
Pipeline Security - In April 2021, the United States Department of Homeland Security’s Transportation Security
Administration (TSA) released revised pipeline security guidelines that included broader definitions for the determination of
pipeline “critical facilities.” In September 2024, we completed our annual review of our pipeline faci
f
lities according to the
guidelines. The cost of compliance did not have a material impact on our operations, fin
f ancial position or cash flo
f ws.
In July 2021, the TSA began issuing pipeline security directives to owners and/or operators of critical pipeline systems or
facilities. Pursuant to those directives, our Cybersecurity Implementation Plan was last approved in August 2024, and our
Cybersecurity Assessment Plan was last approved in September 2024. While compliance with the security directives requires
significant internal and external resources, we do not expect it to have a material impact on our results of operations, fin
f ancial
position or cash flo
f ws.
HUMAN CAPITAL
The long-term sustainabi
a lity of our business is dependent on our continued abi
a lity to maintain a highly engaged workfor
f
ce. To
accomplish this, our business strategy includes attracting, selecting and retaining talent, advancing an inclusive, diverse and
engaged culture and developing individuals and leaders.
We conduct employee engagement surveys, typically on an annual basis. In 2024, the annual employee engagement
participation rate increased to 93% compared with 90% in 2022, the last year a survey was conducted. We did not complete a
survey in 2023 as we focused on stabi
a lizing and integrating our employee base fol
f lowing the Magellan Acquisition. The
overall engagement mean increased to the 80th percentile and the ratio of engaged employees to actively disengaged also
increased. All leaders have been asked to discuss the 2024 survey results with their teams and create an engagement plan for
2025. Training and support resources are availabl
a e through our learning management system, the Gallup e
u
ngagement portal
and dedicated individuals, engagement champions, within the business.
As of Dec. 31, 2024, we had 5,177 employees, which excludes EnLink employees. Listed below is a summary of our human
capital resources, measures and objectives that are collectively important to our success as an organization.
Values - Our success relies on the skills, experience and dedication of our employees. We are committed to cultivating an
inclusive and dynamic work environment where people can find opportunities to succeed, grow and contribute to the success of
the company. Our employees work each day to provide safe and reliabl
a e services to a wide range of customers in the states
where we operate. Our core values, listed below, guide our employee behaviors and the ways in which we conduct our business
and operations.
•
Safet
f y & Environmental: we commit to a zero-incident culture for the well-being of our employees, contractors and
communities and to operate in an environmentally responsible manner.
•
Ethics: we act with honesty, integrity and adherence to the highest standards of personal and profes
f
sional conduct.
•
Inclusion & Diversity: we respect the uniqueness and worth of each individual, and we believe that an inclusive culture
and diverse workforce are essential for
f
a sense of belonging, engagement and performance.
•
Excellence: we hold ourselves and others accountable to a standard of excellence through continuous improvement and
teamwork.
•
Service: we invest our time, effort and resources to serve each other, our customers and communities.
•
Innovation: we seek to develop creative solutions by leveraging collaboration through ingenuity and technology.
26

Inclusion and Diversity - Our inclusion and diversity (I&D) strategy is a cross-functional effort that draws upon
u
contributions
from employees at all levels of the organization and is focused on enhancing the workpl
k ace to attract and retain talent. The
strategy is guided by a council composed of a diverse group of employees who represent different demographics, work
locations, points of view, roles and levels of seniority. We also have a team within our human resources department that is
wholly dedicated to suppor
u
ting our I&D efforts.
We provide suppor
u
t for
f
four employee-led business resource groups (BRGs) that include a Racial/Ethnic Inclusion Resource
Group, Veterans Resource Group, Women’s Resource Group and LGBTQ+ Resource Group. The purpos
r
e of these groups is to
promote the attraction, development, engagement and retention of members of traditionally underrepresented groups in our
industry a
r
nd workpl
k ace in an effo
f
rt to drive positive business outcomes. A key factor in the success of our BRGs is the active
participation by officer-level executive sponsors and allies from outside the BRG’s underrepresented populations. All
employees are invited to become supporters of our BRGs.
We embed I&D concepts into our core leadership development curriculum and sponsor a number of internal programs intended
to promote I&D. In addition, we seek to give back to the communities where we operate by partnering on initiatives to suppor
u
t
underrepresented community members and local charitable organizations.
Employee Safet
f y - The safety of our employees is critical to our operations and success. By promoting the safety of our
employees and monitoring the integrity of our assets, we are investing in the long-term sustainabi
a lity of our businesses. We
continuously assess the risks our employees face in their jobs, and we work to mitigate those risks through training, appropriate
engineering controls, work procedur
d
es and other preventive safety programs. Reducing incidents and improving our personal
safety incident rates are important, but we are not focused only on statistics. Low personal safet
f y incident rates alone cannot
prevent a large-scale incident, which is why we continue to focus on enhancing our Environmental, Safety and Health
management systems and process safet
f y programs, such as key risk/key control identific
f ation and knowledge sharing. We
endeavor to operate our assets safely, reliabl
a y and in an environmentally responsible manner. We maintain mature and robust
programs that guide trained staff in the completion of these activities, and we continue to enhance and improve these programs
and our internal capabi
a lities.
Health and Welfare - We provide a variety of benefits to help promote the health and welfare of our employees and their
families. These benefit
f s include medical, dental and vision plans, virtua
t
l health visits and engagement of third-party service
providers to offe
f r company on-site and near-site clinics in several of our operating areas. Eligible employees also have access,
at no charge, to an employee assistance program, a medical second opinion service and a health care concierge service to assist
with finding in-network providers and billing resolution. We offe
f r ful
f l pay for maternity, paternity or adoption leave of up t
u
o
240 hours per qualifying event. We also provide up to $10,000 for reasonabl
a e and necessary expenses of a qualifyi
f ng adoption
and/or surrogacy. Additional benefits
f
availabl
a e for
f
the welfare of our employees include, among others, life i
f
nsurance and
long-term disabi
a lity plans, health and dependent care flexible spending accounts, fertility benefits, disease prevention and
management programs and full pay while on bereavement, military or personal and family care leave. We expect that
beginning on May 1, 2025, legacy EnLink employees will have access to these ONEOK health and welfare benefits.
We also provide the opportunity for our employees to help fellow employees through the ONE Trus
r
t Fund by contributing
donated vacation hours or monetary donations. The ONE Trus
r
t Fund is a nonprofit,
f
charitabl
a e organization run
r
entirely by
employee volunteers, that serves our employees in times of personal crises due
d
to natural disasters, medical emergencies or
other hardships. Further, we provide volunteer opportunities and volunteer grants, as well as $10,000 of charitabl
a e giving
matching, annually, through the ONEOK Foundation. Subs
u
equent to the EnLink Acquisition completed on Jan. 31, 2025, we
expect legacy EnLink employees to have access to the ONE Trus
r
t Fund benefits and can begin making contributions to the fund
f
beginning on May 1, 2025.
Personal and Professional Development - We provide various options to assist with career growth and development. For
employees just entering the workfor
f
ce who desire to advance their career and continue to learn or for
f
the employees who are
interested in developing their skills, we provide educ
d
ation and training in a variety of areas, including leadership, func
f
tional and
industry-
r
specific topics, professional development and skill-building opportunities. Our organizational development and I&D
teams provide live in-person and virtual classroom training, computer-based self-s
f tudy and one-on-one coaching that is
availabl
a e to all employees.
We value education and assist eligible employees with the expense of fur
f
thering their educ
d
ation in job-related fie
f lds, including
up to $5,250 per year in qualifying tui
t tion expenses. We also may reimburse employees for certain job-related profes
f
sional
certific
f ation examination fees.
27

Recruiting - We make it a priority to attract, select, develop, motivate, challenge and retain the talent necessary to suppor
u
t our
key business strategies. We use targeted recrui
r tment events, maintain strong relationships with area technical schools, colleges
and universities, and we offer compensation benefits
f
and career opportunities that are designed to position us as an employer of
choice. I&D continues to be a priority in recrui
r ting, and we deploy sourcing strategies designed to access talent fro
f
m groups
that are historically underrepresented in our industry a
r
nd workpl
k ace.
Retirement - We maintain a 401(k) Plan for our employees and match 100% of employee contributions up to 6% of eligible
compensation each payroll period, subj
u ect to applicable tax limits. We have a legacy defined benefit
f
pension plan covering
certain employees and for
f
mer employees, which closed to new participants in 2005. In addition, as a result of the Magellan
Acquisition, we assumed the pension and postretirement benefit
f
obligations for Magellan employees and for
f
mer employees.
These obligations are composed of two defin
f ed benefit pension plans, including one for non-union employees and one for union
employees, as well as a postretirement welfare benefit plan for
f
certain employees. The pension plan for
f
non-union employees
closed to new participants upon
u
the closing of the Magellan Acquisition. The pension plan for union employees closed to new
participants in January 2
r
024. Employees who do not participate in our defined benefit
f
pension plan are eligible to receive
quarterly and annual profit
f -sharing contributions under our 401(k) Plan. Effective Jan. 1, 2025, the profit-sharing quarterly
contributions increased to 6% from 1% of quarterly eligible compensation. We will continue to make annual discretionary
contributions of up to 2% of eligible compensation. As of Dec. 31, 2024, 96% of eligible employees were contributing to our
401(k) Plan. For additional infor
f
mation about
a
our retirement benefits
f
, see Note M of the Notes to Consolidated Financial
Statements in this Annual Report.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
All executive officers are elected annually by our Board of Directors. Our executive officers listed below include the offic
f ers
who have been designated by our Board of Directors as our Section 16 executive officers.
Name and Position
Age
Business Experience in Past Five Years
Julie H. Edwards
66
2022 to present
Board Chair, ONEOK
Board Chair
2007 to 2022
Board Director, ONEOK
Pierce H. Norton II
65
2021 to present
President and Chief Executive Offic
f er, ONEOK
President and Chief Executive Officer
2021 to present
Member of the Board of Directors, ONEOK
2014 to 2021
President and Chief Executive Offic
f er, ONE Gas, Inc.
2014 to 2021
Member of the Board of Directors, ONE Gas, Inc.
Walter S. Hulse III
61
2022 to present
Chief Financial Offi
f cer, Treasurer and Executive Vice President, Investor Relations and
Corporate Development, ONEOK
Chief Financial Offi
f cer, Treasurer and Executive
Vice President, Investor Relations and Corpor
r
ate
Development
2019 to 2021
Chief Financial Offi
f cer, Treasurer and Executive Vice President, Strategy and Corporate Affairs,
ONEOK
Kevin L. Burdick
60
2023 to present
Executive Vice President and Chief Enterprise Services Offi
f cer, ONEOK
Executive Vice President and Chief Enterprise
Services Offi
f cer
2022 to 2023
Executive Vice President and Chief Commercial Officer, ONEOK
2017 to 2022
Executive Vice President and Chief Operating Officer, ONEOK
Sheridan C. Swords
55
2025 to present
Executive Vice President and Chief Commercial Officer, ONEOK
Executive Vice President and Chief Commercial
Offi
f cer
2023 to 2025
Executive Vice President, Commercial Liquids and Gathering and Processing, ONEOK
2022 to 2023
Senior Vice President, Natural Gas Liquids and Natur
t
al Gas Gathering and Processing, ONEOK
2017 to 2022
Senior Vice President, Natural Gas Liquids, ONEOK
Lyndon C. Taylor
66
2023 to present
Executive Vice President, Chief Legal Officer and Assistant Secretary, ONEOK
Executive Vice President, Chief Legal Officer and
Assistant Secretary
r
2005 to 2021
Executive Vice President and Chief Legal and Administrative Offic
f er, Devon Energy
Corporation
Randy N. Lentz
60
2025 to present
Executive Vice President and Chief Operating Officer, ONEOK
Executive Vice President and Chief Operating
Offi
f cer
2010 to 2024
President and Chief Executive Offic
f er, Medallion Midstream, LLC
Charles M. Kelley (a)
66
2022 to present
Senior Vice President, Natur
t
al Gas Pipelines, ONEOK
Senior Vice President, Natural Gas Pipelines
2018 to 2022
Senior Vice President, Natural Gas, ONEOK
Mary M. Spears
45
2022 to present
Senior Vice President and Chief Accounting Officer, Finance and Tax, ONEOK
Senior Vice President and Chief Accounting
Offi
f cer, Finance and Tax
2019 to 2021
Vice President and Chief Accounting Officer, ONEOK
) - Charles M. Kelley has announced his retirement, effe
f ctive March 2025.
No family relationships exist between any of the executive offic
f ers, nor is there any arrangement or understanding between any
executive officer and any other person pursuant to which the offic
f er was selected.
28

INFORMATION AVAILABLE ON OUR WEBSITE
We make availabl
a e, 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 fur
f
nished to the SEC pursuant to Section 13(a) or
15(d) of the Exchange Act and reports of holdings of our securities file
f
d by our offi
f cers and directors under Section 16 of the
Exchange Act as soon as reasonabl
a y practicable afte
f r fil
f ing such material electronically or otherwise fur
f
nishing it to the SEC.
Copies of our Code of Business Conduct and Ethics, Corpor
r
ate Governance Guidelines, Director Independence Guidelines,
Corporate Sustainability Report and the written charters of our Board Committees also are availabl
a e 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 platfor
f
ms as additional
channels of distribution to reach public investors. Information contained on our website, or posted on our social media
accounts, including any corresponding applications, are not incorporated by reference into this report.
ITEM 1A.
RISK FACTORS
You should consider careful
f ly the fol
f lowing discussion of risks, as well as all of the other infor
f
mation contained in this Annual
Report. Our business, financial conditions, results of operations or prospects could be materially and adversely affected by any
of these risks or uncertainties.
RISK FACTORS RELATED TO OUR BUSINESS AND INDUSTRY
R
If the level of drilling in the regions in which we operate declines substantially near our assets, our volumes and
revenues could decline.
Our gathering and transportation pipeline systems are dependent upon production fro
f
m natur
t
al gas and crude
r
oil wells, which
naturally decline over time. As a result, our cash flo
f ws associated with these wells may also decline over time. In order to
maintain or increase throughput levels on our gathering and transportation pipeline systems and the asset utilization rates at our
processing and fra
f ctionation fac
f
ilities, we must continually obtain new suppl
u
ies. Our abi
a lity to maintain or expand our
businesses depends largely on the level of drilling and production by third parties in the regions in which we operate. Our
natural gas, NGL and crude suppl
u
y volumes may be impacted if producers curtail or redirect drilling and production activities.
Drilling and production are impacted by factors beyond our control, including:
•
demand and prices for natur
t
al gas, NGLs, Refined Products and crude oil;
•
producers’ access to capital;
•
producers’ finding and development costs of reserves;
•
producers’ ability to secure drilling and completion crews and equipment;
•
producers’ desire and abi
a lity to obtain necessary permits, drilling rights and surface access in a timely manner and on
reasonabl
a e terms;
•
crude oil and associated natural gas field characteristics and production performance;
•
regulatory c
r
ompliance and environmental or other governmental regulations;
•
reserve performance; and
•
capacity constraints and/or shutdowns on the pipelines that transport crude oil, natural gas, NGLs and Refined
Products from producing areas and our facilities.
Commodity prices are subject to significant volatility. Drilling and production activity levels may vary a
r
cross our
geographic areas; however, a prolonged period of low commodity prices may reduc
d
e drilling and production activities across
all areas. If we are not able to obtain new suppl
u
ies to replace the natur
t
al decline in volumes from existing production or
reductions in volumes because of competition, throughput on our gathering and transportation pipeline systems and the
utilization rates of our processing and fra
f ctionation faci
f
lities would decline, which could affect adversely our business,
results of operations, fin
f ancial position and cash flo
f ws.
Our operating results may be affe
f cted adversely by unfavor
f
able economic and market conditions.
Uncertainty or adverse changes in economic conditions worldwide, in the United States, or in the economic regions in which
we operate, could negatively affect the crude oil and natural gas markets, resulting in reduc
d
ed demand and increased price
competition for
f
our services and products, or otherwise affe
f ct adversely our business, results of operations, fin
f ancial position
and cash flo
f ws. Volatility in commodity prices may have an impact on many of our suppl
u
iers and customers, which, in tur
t
n,
could have a negative impact on their ability to meet their obligations to us. Periods of severe volatility in equity and credit
29

markets may disrupt
r
our access to such markets, make it difficult to obtain fin
f ancing necessary to expand facilities or acquire
assets, increase fin
f ancing costs and result in the imposition of restrictive fin
f ancial covenants. Also, economic conditions
following the COVID-19 pandemic included increased inflation. While infla
f tion has declined since the second half of 2022,
inflationary pressures have resulted in, and may continue to result in, additional increases to the cost of our materials, services
and personnel, which could increase our capital expenditures and operating costs. Sustained levels of high inflation caused the
Federal Reserve System and other central banks to increase interest rates, which may cause the cost of capital to increase and
depress economic growth, either of which, or the combination of both, could affect adversely our business, results of
operations, fin
f ancial position and cash flo
f ws.
The volatility of natural gas, NGL, Refin
f
ed Products and crude oil prices could affect adversely our earnings and cash
flows.
Lower commodity prices could reduc
d
e crude oil, natural gas and NGL production, which could decrease the demand for our
services. Additionally, a portion of our revenues are derived fro
f
m the sale of commodities that are received or purchased in
conjunction with our gathering, processing, fractionation, transportation and storage services. As commodity prices decline, we
could be paid less for
f
our commodities thereby reducing our cash flows. Historically, commodity prices have been volatile and
can change quickly. It is likely that commodity prices will continue to be volatile in the fut
f ur
t
e.
The prices we receive for our commodities are subj
u ect to wide fluctuations in response to a variety of fact
f
ors beyond our
control, including, but not limited to, the fol
f lowing:
•
overall domestic and global economic conditions and uncertainty;
•
changes in the suppl
u
y of, and demand for,
f
domestic and for
f
eign energy, even if relatively minor;
•
market uncertainty;
•
the occurrence of wars (such as the Rus
R
sian invasion of Ukraine), the activities of the Organization of Petroleum
Exporting Countries (OPEC) and other non-OPEC oil producing countries with large production capacity, or other
geopolitical conditions (including instability in the Middle East) impacting supply and demand for natur
t
al gas, NGLs,
Refined Products and crude oil;
•
production decisions by other countries, and the fai
f lure of countries to abide by recent agreements relating to
production decisions;
•
the availabi
a lity and cost of third-party transportation, natural gas processing and fra
f ctionation capacity;
•
the level of consumer product demand and storage inventory l
r
evels;
•
ethane rejection;
•
weather conditions;
•
public health crises, including pandemics (such as COVID-19);
•
domestic and for
f
eign governmental regulations and taxes;
•
the price and availabi
a lity of alternative fue
f
ls;
•
speculation in the commodity futures markets;
•
the effe
f cts of imports and exports on the price of natural gas, NGLs, Refined Products, crude oil and liquefied natural
gas;
•
the effe
f ct of worldwide energy-conservation measures;
•
the impact of new supplies, new pipelines, processing and fra
f ctionation faci
f
lities on location price differentials; and
•
technology and improved efficiency impacting supply and demand for natur
t
al gas, NGLs, Refined Products and crude
oil.
These external fact
f
ors and the volatile nature of the energy markets make it difficult to reliabl
a y estimate future prices of
commodities and the impact commodity price flu
f ctua
t
tions have on our customers and their need for our services, which could
affe
f ct adversely our business, results of operations, fin
f ancial position and cash flo
f ws.
Reduced volatility in energy prices or new government regulations could discourage our storage customers from holding
positions in Refin
f
ed Products, crude oil and natural gas, which could adversely affect our business.
The demand for
f
our storage services has resulted in part fro
f
m customers’ desire to have the ability to take advantage of profit
opportunities created by the volatility in prices of Refined Products, crude oil and natural gas. Periods of prolonged stabi
a lity or
declines in these commodity prices could reduc
d
e demand for
f
our storage services. If fed
f
eral, state or international regulations
are passed that discourage our customers fro
f
m storing these commodities, demand for our storage services could decrease, in
which case we may be unabl
a e to identify c
f
ustomers willing to contract for such services or be forced to reduce the rates we
charge for our services. The realization of any of these risks could adversely affect our business.
30

We depend on producers, gathering systems, refin
f
eries and pipelines owned and operated by others to supply our assets,
and any closures, interruptions or reduced activity levels at these fac
f
ilities may adversely affect our business, results of
operations, financial position and cash flows.
We depend on crude
r
oil production and on connections with gathering systems, refin
f eries and pipelines owned and operated by
third parties to supply our assets. We cannot control or predict the amount of product that will be delivered to us by the
gathering systems and pipelines that suppl
u
y our assets, nor can we control or predict the output
t
of refineries that suppl
u
y our
Refined Products pipelines and terminals. Changes in the quality or quantity of this crude
r
oil production, outages at these
refin
f eries or reduc
d
ed or interrupt
u ed throughput on gathering systems or pipelines due to weather-related or other natural causes,
competitive for
f
ces, testing, line repair, damage, reduced operating pressures or other causes could reduc
d
e shipments on our
pipelines or result in our being unabl
a e to receive products at or deliver products from our terminals, any of which could
adversely affect our business, results of operations, fin
f ancial position and cash flo
f ws.
Refineries that suppl
u
y or are suppl
u
ied by our facilities are subje
b ct to regulatory d
r
evelopments, including but not limited to low
carbon
r
fuel standards, regulations regarding fue
f
l specifications, plant emissions and safet
f y and security requirements that could
significantly increase the cost of their operations and reduc
d
e their operating margins. In addition, the profitabi
a lity of the
refineries that suppl
u
y our facilities is subject to regional and global supply and demand dynamics that are difficult to predict. A
period of sustained weak demand or increased costs could make refin
f ing uneconomic for some refin
f eries, including those
directly or indirectly connected to our Refined Products and crude oil pipelines. The closure of a refinery that delivers product
to or receives crude oil fro
f
m our pipelines could reduc
d
e the volumes we transport. Further, the closure of these or other
refineries could result in our customers electing to store and distribute Refin
f ed Products and crude oil through their proprietary
terminals, which could result in a reduction in demand for
f
our storage services.
Increasing attention to ESG issues, including climate change, may impact our business.
There are expectations that companies across all industries address ESG issues, including climate change. Changes in
regulatory p
r
olicies, public sentiment or widespread adoption of technologies that aim to address climate change through
reducing GHG emissions may result in a reduction in the demand for hydrocarbon
r
products, restrictions on their use or
increased use of alternative energy sources. These changes could reduc
d
e the demand for our services, impacting our business,
results of operations, fin
f ancial position and cash flo
f ws.
In addition, increasing attention to climate change has resulted in an increased likelihood of governmental investigations,
regulation, shareholder activism and private litigation, which could increase our costs or otherwise affe
f ct adversely our
business. For example, the SEC fin
f alized new climate change disclosure requirements in March 2024 but stayed the rul
r es in
April 2024 pending judicial review of several lawsuits fil
f ed by states, industry a
r
nd environmental groups challenging the rul
r e.
It is unclear when the rul
r es will become effe
f ctive, if at all. If these or any other climate disclosure requirements become
effe
f ctive, we may fac
f
e increased costs associated with complying with such new climate disclosure rules.
Certain investors are increasingly foc
f
used on ESG issues, including climate change. Further, organizations that provide
information to investors on corpo
r
rate governance and related matters have also increased their foc
f
us on ESG issues and have
developed ratings processes for
f
evaluating companies on various ESG initiatives. Unfav
f
orable ESG ratings may lead to
increased negative investor sentiment toward us or midstream companies in general. Due to climate change concerns, some
investors may choose not to invest, or to reduc
d
e investment, in companies that explore for
f
, produce, process, transport or sell
products derived fro
f
m hydrocarbons
r
. If this negative investor sentiment increases, we may see reduc
d
ed demand for our
securities, which could impact our liquidity or the value of our securities. Additionally, certain large institutional lenders have
announced their own policies to meet publicly announced climate commitments, which often involve commitments to shift
lending activities in the energy sector to meet GHG emissions goals. As a result, certain institutional lenders may impose
additional requirements on us, or decide not to lend to us, based on ESG concerns, which could adversely affect our access to
capital on reasonabl
a e terms or at all and, as a result, our financial condition. To the extent fin
f ancial markets view climate
change and emissions of GHGs as a fin
f ancial risk, this could also negatively affect our ability to access capital or cause us to
receive less favorable terms and conditions in future financings.
In 2021, we announced a companywide abs
a
olute GHG emissions reduction target of 2.2 million metric tons of carbon
r
dioxide
equivalents fro
f
m our combined Scope 1 and Scope 2 emissions by 2030 for our legacy ONEOK assets. The target represents a
30% reduction in combined operational Scope 1 and location-based Scope 2 GHG emissions attributable to ONEOK assets as
of Dec. 31, 2019. To the extent that the potential pathways we have identifie
f d to achieve this emissions reduction target are not
availabl
a e to us, or to the extent we otherwise are unabl
a e to make progress toward other ESG-related targets we may establish,
we may face
f
additional costs to meet these targets, or we may fail to meet them, which could negatively impact our business
and reputation.
31

We may be subject to risks associated with the physical impacts of climate change.
The threat of global climate change may create physical and fin
f ancial risks to our business. Some of our customers’ energy
needs vary w
r
ith weather conditions, primarily temperatur
t
e. To the extent weather conditions may be affected by climate
change, customers’ energy use could increase or decrease depending on the dur
d
ation and magnitude of any changes. Increased
energy use due
d
to weather changes may require us to invest in more pipelines and other infrastructur
t
e to serve increased
demand. A decrease in energy use due to weather changes may affe
f ct our financial condition through decreased revenues.
Extreme weather conditions in general require more system backup,
k
adding to costs, and can contribute to increased system
stresses, including damage to our assets or service interrupt
u ions. Weather conditions outside of our operating territory could
also have an impact on our revenues. Severe weather impacts our operating territories primarily through hurricanes,
thunderstorms, tornados, flo
f ods, fre
f ezing temperatur
t
es and snow or ice storms. To the extent the severity or frequency of
extreme weather events increases, this could increase our cost of providing services, including the cost of insurance, and the
availabi
a lity of certain insurance coverages could decrease. We may not be able to pass on the higher costs to our customers or
recover all costs related to mitigating these physical risks.
Our operations are subject to operational hazards and unfor
f
eseen interruptions, which could affect adversely our
business and for
f
which we may not be adequately insured.
Our operations are subject to all the risks and hazards typically associated with the operation of gathering, transportation and
distribution pipelines, storage facilities and processing and fra
f ctionation faci
f
lities, which include, but are not limited to, leaks,
pipeline rupt
r
ur
t
es, damage by third parties, the breakdown or fai
f lure of equipment or processes and the performance of facilities
below expected levels of capa
a
city and efficiency. Other operational hazards and unfor
f
eseen interrupt
u ions include adverse
weather conditions (including extreme cold weather), public health crises including a pandemic (such as COVID-19),
cybersecurity attacks, geopolitical events, accidents, explosions, fir
f es, the collision of equipment with our pipeline faci
f
lities (for
example, this may occur if a third party were to perform excavation or construc
r
tion work near our facilities) and catastrophic
events such as tornados, hurricanes, earthquakes, floods and other similar events beyond our control. Similar operational
hazards and unfor
f
eseen interrupt
u ions may also impact our producers or suppliers; for
f
example, extreme cold weather can result
in suppl
u
y reduc
d
tions from producer wellhead freeze-offs, as well as power curtailments or outages. A casualty occurrence may
result in inju
n ry or loss of life, extensive property damage or environmental damage. The occurrence of operational hazards and
unfor
f
eseen interrupt
u ions could affect adversely our business, results of operations, fin
f ancial position and cash flo
f ws.
Premiums and deduc
d
tibles for certain insurance policies can increase substantially, and, in some instances, certain insurance
may become unavailabl
a e or availabl
a e only for
f
reduced amounts of coverage. Consequently, we may not be able to renew
existing insurance policies or purchase other desirabl
a e insurance on commercially reasonabl
a e terms, if at all. Insurance
proceeds may not be adequate to cover all liabi
a lities or incurred costs and losses or lost earnings. Further, we are not fully
insured against all risks inherent to our business. If we were to incur a significant liabi
a lity for which we were not fully insured,
it could affect adversely our business, results of operations, fin
f ancial position and cash flo
f ws. Further, the proceeds of any such
insurance may not be paid in a timely manner or reach the level of coverage purchased.
Continued development of supply sources outside of our operating regions could impact demand for
f
our services.
Production areas outside of our operating regions may compete with natural gas, NGL, Refin
f ed Products and crude oil supply
originating in production areas connected to our systems, which may cause products in suppl
u
y areas connected to our systems to
be diverted to markets other than our traditional market areas and may affe
f ct capacity utilization adversely on our pipeline
systems and our ability to renew or replace existing contracts.
We do not hedge fully against commodity price risk or interest rate risk, including commodity price changes, seasonal
price diffe
f rentials, product price differentials or location price differentials. This could result in decreased revenues,
increased costs and lower margins, affe
f cting adversely our results of operations.
Certain of our businesses are exposed to market risk and the impact of market fluctuations in natural gas, NGL, Refin
f ed
Products and crude oil prices. Market risk refers to the risk of loss of fut
f ur
t
e cash flo
f ws and earnings arising fro
f
m adverse
changes in commodity prices. Our primary c
r
ommodity price exposures arise fro
f
m:
•
the value of the commodities sold under fee
f
with POP contracts of which we retain a portion of the sales proceeds;
•
product price differentials;
•
location price differentials;
•
seasonal price differentials;
•
the price risk related to electric costs to operate our facilities; and
32

•
the fuel costs and the value of the retained fue
f
l in-kind in our natural gas pipelines and storage operations.
To manage the risk fro
f
m market price fluctuations in natural gas, NGLs, Refined Products and crude oil and electricity prices,
we may use derivative instrum
r
ents such as swaps, futures, forwards and options. However, we do not hedge fully against
commodity price changes, and we therefore retain some exposure to market risk. Further, hedging instruments that are used to
reduce our exposure to interest-rate fluctuations could expose us to risk of fin
f ancial loss where we may contract for fix
f ed-rate
swap instruments to hedge variable-rate instruments and the fix
f ed rate exceeds the variable rate. Finally, hedging arrangements
for for
f
ecasted sales and purchases are used to reduc
d
e our exposure to commodity price flu
f ctua
t
tions and may limit the benefit
f
we
would otherwise receive if market prices for natur
t
al gas, NGLs, Refined Products and crude oil diffe
f r fro
f
m the stated price in
the hedge instrument for these commodities.
A breach of information security, including a cybersecurity attack, or fai
f lure of one or more key information technology
or operational systems, or those of third parties, may affec
f
t adversely our operations, financial results or reputation.
Our businesses are dependent upon our operational systems to process a large amount of data and complex transactions. The
various uses of these infor
f
mation technology systems, networks and services include, but are not limited to:
•
controlling our plants and pipelines with industrial control systems including Supe
u
rvisory C
r
ontrol and Data
Acquisition;
•
collecting and storing customer, employee, investor and other stakeholder infor
f
mation and data;
•
processing transactions;
•
summarizing and reporting results of operations;
•
hosting, processing and sharing confid
f ential and proprietary research, business plans and fin
f ancial information;
•
complying with regulatory,
r
legal, financial or tax requirements;
•
providing data security; and
•
other processes necessary to manage our business.
If any of our systems is damaged, fai
f ls to function properly or otherwise becomes unavailabl
a e, we may incur subs
u
tantial costs to
repair or replace them and may experience loss or corrup
r
tion of critical data and interrupt
u ions or delays in our ability to perform
critical functions, which could affect adversely our business and results of operations. Our financial results could also be
affe
f cted adversely if our operational systems fail as a result of an inadvertent error or by deliberate tampering with or
manipulation of our operational systems. In addition, dependence upon
u
automated systems may fur
f
ther increase the risk that
operational system fla
f ws or employee or third-party tampering or manipulation of those systems will result in losses that are
difficult to detect.
Due to increased technology advances and an increase in remote work arrangements, we have become more reliant on
technology to help increase effi
f ciency in our businesses. According to experts, there has been a rise in the number and
sophistication of cyberattacks on companies’ network and information systems by both state-sponsored and criminal
organizations and, as a result, the risks associated with such an event continue to increase. A significant fai
f lure, compromise,
breach or interrupt
u ion in our systems, or those of our vendors or counterpa
r
rties, could result in a disrupt
r
ion of our operations,
physical or environmental damages, customer dissatisfaction, damage to our reputation and a loss of customers or revenues. If
any such fai
f lure, interrupt
u ion or similar event results in the improper disclosure of infor
f
mation maintained in our information
systems and networks or those of our vendors and counterpa
r
rties, including personnel, customer, vendor and counterpa
r
rty
information, we could also be subje
b ct to liabi
a lity under relevant contractua
t
l obligations, laws and regulations protecting
personal data and privacy. Efforts by us and our vendors and counterpa
r
rties to develop, implement and maintain security
measures may not be successful
f
in anticipating, detecting or preventing these events from occurring, due in part to attackers’
ever-changing methods and efforts to conceal their activities, and any network and infor
f
mation systems-related events could
require us to expend significant resources to identify, assess and remedy such events. Cybersecurity, physical security and the
continued development and enhancement of our controls, processes and practices designed to protect our enterprise,
information systems and data fro
f
m attack, damage or unauthorized access and to identify a
f
nd appropriately report cyberattacks,
remain a priority for us. Although we believe that we have robust infor
f
mation security procedur
d
es and other safeguards in
place, including sufficient insurance, as cyberthreats continue to evolve, we may be required to expend additional resources to
continue to enhance our information security measures and/or to investigate and remediate infor
f
mation security vulnerabi
a lities.
Cyberattacks against us or others in our industry c
r
ould result in additional regulations or cumbersome contractua
t
l obligations.
Current effo
f
rts by the federal government, such as the Improving Critical Infrastructur
t
e Cybersecurity executive order, and the
TSA security directives, have utilized significant internal and external resources, and any potential fut
f ur
t
e statutes, regulations or
orders could lead to fur
f
ther increased regulatory c
r
ompliance costs, insurance coverage costs or capital expenditures. We cannot
predict the potential impact to our business resulting fro
f
m additional regulations.
33

Terrorist attacks, including cyber sabotage, aimed at our fac
f
ilities could affe
f ct adversely our business, results of
operations, financial position and cash flows.
The United States government has issued warnings that energy assets, including our nation’s pipeline infra
f structur
t
e, may be the
future target of terrorist organizations or “cyber sabotage” events. For example, in May 2021, a ransomware attack on a major
U.S. Refined Products pipeline for
f
ced the operator to temporarily shut down the pipeline, resulting in disrupt
u ion of fue
f
l supplies
along the East Coast. Potential targets include our facilities, pipelines, databases or operating systems. A terrorist attack could
create significant price volatility, disrupt
u
our business, limit our access to capital markets or cause significant harm to our
operations, including full or partial disrupt
u ion to our ability to provide service to our customers. Acts of terrorism, as well as
events occurring in response to or in connection with acts of terrorism, could also cause environmental repercussions that could
result in a significant decrease in revenues or significant reconstruc
r
tion or remediation costs. The potential for
f
an attack may
subj
u ect our operations to increased risks and costs, and any such terrorist attack or cyber sabotage on our facilities, pipelines,
databa
a
ses of operating systems, those of our customers, or in some cases, those of other pipelines could have a material adverse
effe
f ct on our business, results of operations, fin
f ancial position and cash flo
f ws.
Growing our business by constructing new pipelines and facilities or making modific
f ations to our existing fac
f
ilities
subjects us to construction risk and supply risks, should adequate natural gas, NGL, Refin
f
ed Products and crude oil
supply be unavailable upon completion of the facilities.
To expand our business, we regularly construc
r
t new and modify or expand existing pipelines and gathering, processing, storage
and fra
f ctionation faci
f
lities. The construc
r
tion and modification of these facilities may involve the fol
f lowing risks:
•
proje
o cts may require significant capital expenditures, which may exceed our estimates, and involve numerous
regulatory,
r
environmental, political, legal and weather-related uncertainties;
•
proje
o cts may increase demand for labor, materials and rights of way, which may, in turn, affect our costs and schedule;
•
we may be unabl
a e to obtain new rights of way or permits to connect our systems to supply or downstream markets;
•
if we undertake these projects, we may not be able to complete them on schedule or at the budgeted cost;
•
our revenues may not increase immediately upon
u
the expenditure of funds on a particular project. For instance, if we
build a new pipeline, the construc
r
tion will occur over an extended period of time, and we will not receive any material
increases in revenues until afte
f r completion of the project;
•
we may construc
r
t fac
f
ilities to capt
a ur
t
e anticipated future growth in production or downstream demand in which
anticipated growth does not materialize;
•
opposition fro
f
m environmental and social groups, landowners, tribal groups, local groups and other advocates could
result in organized protests, attempts to block or sabotage construc
r
tion activities or operations, intervention in
regulatory o
r
r administrative proceedings involving our assets, or lawsuits or other actions designed to prevent, disrupt
u
or delay the construc
r
tion or operation of our assets;
•
we may be required to rely on third parties downstream of our facilities to have availabl
a e capacity for our delivered
natural gas, NGLs, Refined Products and crude oil, which may not be operational; and
•
infla
f tionary pressure, along with pressure that may arise from the imposition by the federal government of tariffs o
f
n
non-U.S. produced construc
r
tion materials, could increase our costs for
f
construc
r
tion materials or labor
a
.
As a result, new fac
f
ilities may not be able to attract enough natural gas, NGLs, Refined Products and crude oil to achieve our
expected investment return, which could affect adversely our business, results of operations, fin
f ancial position and cash flo
f ws.
Estimates of hydrocarbon reserves may be inaccurate, which could result in lower than anticipated volumes.
We may not be able to accurately estimate hydrocarbon
r
reserves and production volumes expected to be delivered to us for a
variety of reasons, including the unavailabi
a lity of suffic
f iently detailed infor
f
mation and unanticipated changes in producers’
expected drilling schedul
d es. Accordingly, we may not have accurate estimates of total reserves committed to our assets, the
anticipated life of such reserves or the expected volumes to be produced from those reserves. In such event, if we are unabl
a e to
secure additional sources, then the volumes that we gather, process, fractionate and transport in the future could be less than
anticipated. A decline in such volumes could affect adversely our business, results of operations, fin
f ancial position and cash
flows.
We do not own all of the land on which our pipelines and fac
f
ilities are located, and we lease certain fac
f
ilities and
equipment, which could disrupt our operations.
We do not own all of the land on which certain of our pipelines and facilities are located, and we are, therefor
f
e, subj
u ect to the
risk of increased costs to maintain necessary land use. We obtain the rights to construc
r
t and operate certain of our pipelines and
related faci
f
lities on land owned by third parties and governmental agencies for a specific period of time. Our loss of these
34

rights, through our inability to renew right-of-way contracts on acceptabl
a e terms or increased costs to renew such rights, could
affe
f ct adversely our business, results of operations, fin
f ancial position and cash flo
f ws.
Measurement adju
d
stments on our pipeline systems may be impacted materially by changes in estimation, type of
commodity and other factors.
Product measurement adjustments occur as part of the normal operating conditions associated with our assets. The
quantific
f ation and resolution of measurement adjustments are complicated by several fact
f
ors including: (i) the significant
quantities (i.e., thousands) of measurement equipment that we use across our systems, (ii) varying qualities of natur
t
al gas in the
streams gathered and processed through our systems and the mixed nature of NGLs gathered and fractionated; and
(iii) variances in measurement that are inherent in metering technologies and standards. Each of these fact
f
ors may contribute to
measurement adjustments that may occur on our systems, which could affect adversely our business, results of operations,
financial position and cash flo
f ws.
We face competition for
f
supply and, as a result, we may have signific
f ant levels of excess capacity on our pipeline,
processing, fra
f
ctionation, terminal and storage assets.
Our pipeline, processing, fractionation, terminal and storage assets compete with other similar assets for natur
t
al gas, NGL,
Refined Products and crude oil supply delivered to the markets we serve. As a result of competition, we may have significant
levels of uncontracted or discounted capacity on our assets, which could affect adversely our business, results of operations,
financial position and cash flo
f ws.
Many of our assets have been in service for
f
several decades.
Many of our assets are designed as long-lived assets. Over time the age of these assets could result in increased maintenance or
remediation expenditures and an increased risk of product releases and associated costs and liabi
a lities. Any significant increase
in these expenditures, costs or liabi
a lities could affect adversely our business, results of operations, fin
f ancial position and cash
flows.
Our operating cash flows are derived partially from cash distributions we receive from our unconsolidated affi
f liates.
Our operating cash flo
f ws are derived partially from cash distributions we receive from our unconsolidated affi
f liates, as
discussed in Note O of the Notes to Consolidated Financial Statements in this Annual Report. The amount of cash that our
unconsolidated affi
f liates can distribute principally depends upon the amount of cash flo
f ws these affiliates generate from
f
their
respective operations, which may flu
f ctua
t
te from quarter to quarter. We may be unabl
a e to unilaterally determine the cash
distribution policies of our unconsolidated affi
f liates. This may contribute to us not having sufficient availabl
a e cash each quarter
to continue paying dividends at the current levels.
We may be unable to cause our joint ventures to take or not to take certain actions unless some or all of our joint-
venture participants agree.
We participate in several joint ventures. Due to the nature of some of these arrangements, each participant in these joint
ventur
t
es has made substantial investments in the joint venture and, accordingly, has required that the relevant charter
documents contain certain featur
t
es designed to provide each participant with the opportunity to participate in the management
of the joint ventur
t
e and to protect its investment, as well as any other assets that may be substantially dependent on or otherwise
affe
f cted by the activities of that joint venture. These participation and protective feat
f
ur
t
es customarily include a corpor
r
ate
governance structur
t
e that requires at least a majo
a rity-in-interest vote to authorize many basic activities and requires a greater
voting interest (sometimes up t
u
o 100%) to authorize more significant activities. Examples of these more significant activities
are large expenditures or contractua
t
l commitments, the construc
r
tion or acquisition of assets, borrowing money or otherwise
raising capital, transactions with affi
f liates of a joint-ventur
t
e participant, litigation and transactions not in the ordinary c
r
ourse of
business, among others. Thus, without the concurrence of joint-venture participants with enough voting interests, we may be
unabl
a e to cause any of our joint ventures to take or not to take certain actions, even though those actions may be in the best
interest of us or the particular joint ventur
t
e.
Moreover, subj
u ect to contractua
t
l restrictions, any joint-ventur
t
e owner generally may sell, transfer
f
or otherwise modify its
ownership interest in a joint venture, whether in a transaction involving third parties or the other joint-venture owners. Any
such transaction could result in our being required to partner with different or additional parties who may have business
interests diffe
f rent from ours.
35

We do not operate all of our joint-venture assets nor do we employ directly all of the persons responsible for providing
administrative, operating and management services. This reliance on others to operate joint-venture assets and to
provide other services could affe
f ct adversely our business and results of operations.
We rely on others to provide administrative, operating and management services for certain of our joint-ventur
t
e assets. We
have a limited abi
a lity to control the operations and the associated costs of such operations. The success of these operations
depends on a number of fac
f
tors that are outside our control, including the competence and financial resources of the operator or
an outsourced service provider. We may have to contract elsewhere for
f
outsourced services, which may cost more than we are
currently paying. In addition, we may not be able to obtain the same level or kind of service or retain or receive the services in
a timely manner, which may impact our ability to perform under our contracts and affe
f ct adversely our business and results of
operations.
Our ability to use net operating losses and certain other tax attributes to offs
f et future taxable income may be limited.
We currently have subs
u
tantial U.S. fed
f
eral net operating loss (NOL) carry forward and other state tax attributes. Our ability to
use these tax attributes to reduce our future U.S. federal and state income tax obligations depends on many factors, including
our future taxabl
a e income, the timing of which is uncertain. In addition, our ability to use NOL carryforwards and other tax
attributes may be subject to limitations under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and
corresponding provisions of state law.
Under Section 382 of the Code and corresponding provisions of state law, if a corporation undergoes an ownership change,
which is generally defined as a greater than 50 percent change in its equity ownership over a three-year period, the company’s
ability to utilize U.S. NOL carryforwards and other tax attributes may be limited. We believe our historical U.S. NOL
carryforwards and other tax attributes are not currently subj
u ect to a limitation as a result of an ownership change. However, it is
possible that an ownership change may occur in the future, which may materially impact our ability to use our U.S. NOL
carryforwards and other tax attributes to reduce U.S. fed
f
eral and state taxabl
a e income. Such limitation could affect adversely
our results of operations, fin
f ancial position and cash flo
f ws. The historical EnLink NOL carryforward acquired upon
u
the
completion of the EnLink Acquisition is expected to be subj
u ect to limitations under Section 382 of the Code.
RISK FACTORS RELATED TO REGULATION
Increased regulation of exploration and production activities, including hydraulic fracturing, well setbacks and disposal
of wastewater, could result in reductions or delays in drilling and completing new crude oil and natural gas wells.
The crude oil and natural gas industries rely on supplies fro
f
m nonconventional sources, such as shale and tight sands. Crude oil
and natur
t
al gas extracted from these sources frequently requires hydraulic fractur
t
ing, which involves the pressurized injection
of water, sand and chemicals into a geologic for
f
mation to stimulate crude oil and natural gas production. Legislation or
regulations placing restrictions on exploration and production activities, including hydraulic fractur
t
ing and disposal of
wastewater, could result in operational delays, increased operating costs and additional regulatory b
r
urdens on exploration and
production operators. Any of these factors could reduc
d
e their production of crude oil and unprocessed natur
t
al gas and, in turn,
affe
f ct adversely our revenues and results of operations by decreasing the volumes of crude
r
oil, natural gas and NGLs gathered,
treated, processed, fractionated, stored and transported on our or our joint ventures’ assets.
Our business is subject to regulatory oversight and potential penalties.
The energy industry i
r
s subject to heavy state and fed
f
eral regulation that extends to many aspects of our businesses and
operations, including:
•
changes to fed
f
eral, state and local taxation;
•
regulatory a
r
ppr
a
oval and review of certain of our rates, operating terms and conditions of service;
•
the types of services we may offer our counterpa
r
rties;
•
construc
r
tion and operation of new faci
f
lities, and modifications and operation of existing faci
f
lities;
•
the integrity, safet
f y and security of facilities and operations;
•
acquisition, extension or aba
a
ndonment of services or faci
f
lities;
•
reporting and information posting requirements;
•
maintenance of accounts and records; and
•
relationships with affi
f liate companies involved in all aspects of our business.
36

Compliance with these requirements can be costly and burdensome. Future changes to laws, regulations and policies in these
areas may impair our abi
a lity to compete for business or to recover costs and may increase the cost and burden of our operations.
We cannot guarantee that state or fed
f
eral regulators will not challenge our safety practices or will authorize any projects or
acquisitions that we may propose in the future. Moreover, there can be no guarantee that, if granted, any such authorizations
will be made in a timely manner or will be free fro
f
m potentially burdensome conditions.
Under the Natural Gas Act, which is appl
a
icable to our interstate natural gas pipelines, and the Interstate Commerce Act, which
is applicable to our interstate Refined Products, crude oil and NGL pipelines, our interstate transportation rates are regulated by
the FERC and many changes to our pipeline tariffs
f
must be approved in a regulatory p
r
roceeding. Additionally, shippers, the
FERC and/or state regulatory a
r
gencies may investigate our tariff rates which could result in, among other things, our being
ordered to reduc
d
e rates or make refunds to shippers.
Failure to comply with all appl
a
icable state or fed
f
eral statut
t es, rul
r es and regulations and orders could bring subs
u
tantial penalties
and fin
f es.
Rate regulation, challenges by shippers of the rates we charge for transportation on our pipelines or changes in the
jurisdictional characterization of our assets or activities by federal, state or local regulatory agencies may reduce the
amount of cash we generate.
The FERC regulates the rates we can charge and the terms and conditions we can offe
f r for
f
interstate transportation service on
our pipelines. State regulatory a
r
uthorities regulate the rates we can charge and the terms and conditions we can offe
f r for
f
intrastate movements on our pipelines. The determination of the interstate or intrastate character of shipments on our pipelines
may change over time, which may change the regulatory f
r
ra
f mework and the rates we are allowed to charge for
f
transportation
and other related services. Shippers may protest our pipeline tariff f
f
ilin
f
gs, and the FERC or state regulatory a
r
uthorities may
investigate and require changes to tariff t
f
erms as a result of the protests or complaints. Further, the FERC may order refunds of
amounts collected under interstate rates that are determined to be in excess of a just and reasonabl
a e level. State regulatory
authorities could take similar measures for
f
intrastate tariffs. In addition, shippers may challenge by complaint the lawful
f ness of
tariff rates that have become fin
f al and effective. If existing rates are determined to be in excess of a just and reasonabl
a e level,
we could be required to pay refunds to shippers, reduc
d
e rates and make other concessions.
The FERC’s ratemaking methodologies may limit our ability to increase rates by amounts suffi
f cient to refle
f ct our actual cost or
may delay the use of rates that refle
f ct increased costs. The FERC’s indexing methodology is based on changes in the producer
price index for
f
finished goods combined with an index adjustment. The methodology is subj
u ect to review every f
r
iv
f e years and
currently allows a pipeline to change its rates each year to a new ceiling level. When the change in the ceiling level is negative,
we are generally required to reduc
d
e our rates that are subj
u ect to the FERC’s indexing methodology. The results of FERC’s last
five-year review were subj
u ect to appe
a
al at the D.C. Circuit, which vacated FERC’s orders and remanded to FERC. FERC
subs
u
equently issued a supplemental notice of proposed rulemaking proposing to reduc
d
e the index price back down to the
rehearing order price and the proposal is now pending at FERC.
The FERC and most relevant state regulatory a
r
uthorities allow us to establish rates based on conditions in competitive markets
without regard to the FERC’s index level or our cost-of-service. The tariffs
f
on most of our long-haul crude
r
oil pipelines are at
negotiated rates but are still subj
u ect to regulation by the FERC or state agencies and subj
u ect to protest by shippers. If we were
to lose our market-based rate authority, or if our negotiated rates were determined to not be just and reasonabl
a e, we could be
required to establish rates on some other basis, such as our cost-of-service. Establ
a ishing our rates through a cost-of-s
f ervice
filing could be expensive and could result in tariff r
f
educ
d
tions, which would adversely affect our business.
Our liquids blending activities subject us to fed
f
eral regulations that govern renewable fuel requirements in the U.S.
The Energy Independence and Security Act of 2007 expanded the required use of renewabl
a e fue
f
ls in the U.S. Each year, the
United States Environmental Protection Agency (EPA) establ
a ishes a Renewabl
a e Volume Obligation (RVO) requirement for
refin
f ers and fuel manufac
f
turers based on overall quotas establ
a ished by the federal government. By virtue of our liquids
blending activity and resulting gasoline production, we are an obligated party and receive an annual RVO
R
from the EPA. We
typically purchase renewable energy credits, called RINs, to meet this obligation. Increases in the cost or decreases in the
availabi
a lity of RINs could have an adverse impact on our business.
We may fac
f
e significant costs to comply with the regulation of GHG emissions.
GHG emissions in the midstream industry o
r
riginate primarily fro
f
m combustion engine exhaust, heater exhaust and fugitive
methane gas emissions. International, federal, regional and/or state legislative and/or regulatory i
r
nitiatives may attempt to
37

control or limit GHG emissions, including initiatives directed at issues associated with climate change. Various federal and
state legislative proposals have been introduced to regulate the emission of GHGs, particularly carbon
r
dioxide and methane, and
the United States Supreme Court has ruled that carbon
r
dioxide is a pollutant subj
u ect to regulation by the EPA. In addition, there
have been international efforts seeking legally binding reductions in emissions of GHGs.
We believe it is likely that future governmental legislation and/or regulation on the federal, state and regional levels, may
further require us to limit GHG emissions associated with our operations, pay additional fees
f
associated with our GHG
emissions or purchase allowances for such emissions. For example, the Infla
f tion Reduc
d
tion Act of 2022 (IRA)
R
directs the EPA
to impose and collect payment of “Waste Emissions Charges,” or “Methane Fees,” for specific faci
f
lities that report more than
25,000 metric tons of carbon dioxide equivalent of GHG emissions per year and have methane emissions intensity in excess of
the relevant statutory threshold. Based on text in the IRA a
R
nd a related rule that the EPA finalized in November 2024 to
implement the Methane Fee program, we expect to begin paying Methane Fees in 2025 (for 2024 reported emissions) for
f
applicable facilities. In January 2025, industry a
r
ssociations and certain states challenged the Waste Emissions Charge rule in
the D.C. Circuit, and the new administration issued an executive order directing the heads of all federal agencies to identify a
f
nd
begin the processes to suspend, revise or rescind all agency actions that are unduly burdensome on the identific
f ation,
development or use of domestic energy resources. Consequently, fut
f ur
t
e implementation and enforcement of these rules remain
uncertain at this time. Methane Fees, if implemented, and other legislative and/or regulatory i
r
nitiatives could make some of our
activities uneconomic to maintain or operate. However, we cannot predict precisely what form these fut
f ur
t
e legislative and/or
regulatory i
r
nitiatives will take, the stringency of such initiatives, when they will become effe
f ctive or the impact on our capi
a tal
expenditures, competitive position and results of operations. Further, we may not be able to pass on the higher costs to our
customers or recover all costs related to complying with GHG legislative and/or regulatory r
r
equirements. Our fut
f ur
t
e results of
operations, fin
f ancial position or cash flo
f ws could be affected adversely if such costs are not recovered or otherwise passed on to
our customers.
Our operations are subject to fed
f
eral and state laws and regulations relating to the protection of public health and
safety and the environment, which may expose us to significant costs and liabilities. Increased litigation and activism
challenging continued reliance upon oil and gas as well as changes to and/or increased penalties from the enfor
f
cement of
laws, regulations and policies could impact adversely our business.
The risk of incurring subs
u
tantial environmental costs and liabi
a lities is inherent in our business. Our operations are subject to
extensive fed
f
eral, state and local laws and regulations relating to the protection of the environment. Examples of these laws
include the:
•
Federal Clean Air Act, as amended, and analogous state laws that impose obligations related to air emissions;
•
Federal Water Pollution Control Act Amendments of 1972, as amended, and analogous state laws that impose
requirements related to activities in and around certain state and fed
f
eral waters, including requirements related to
discharge of wastewater fro
f
m our facilities into state and fed
f
eral waters and discharge of dredge and fill
f
materials,
such as dirt and other earthy materials, into waters of the United States;
•
Comprehensive Environmental Response, Compensation and Liabi
a lity Act, as amended (CERCLA), and analogous
state laws that regulate the cleanup of hazardous subs
u
tances that may have been released at properties currently or
previously owned or operated by us or locations to which we have sent waste for disposal;
•
Endangered Species Act of 1973 and analogous state laws that impose obligations related to protection of threatened
and endangered species; and
•
Resource Conservation and Recovery Act, as amended (RCRA), and analogous state laws that impose requirements
for the handling and discharge of solid and hazardous waste fro
f
m our facilities.
Various federal and state governmental authorities, including the EPA, have the power to enforce compliance with these laws
and regulations and the permits issued under them. Violators are subj
u ect to administrative, civil and criminal penalties,
including civil fin
f es, injunctions or both. Joint and several, strict liabi
a lity may be incurred without regard to fault under
CERCLA, RCRA a
R
nd analogous state laws for
f
the remediation of contaminated areas.
There is an inherent risk of incurring environmental costs and liabi
a lities in our business due
d
to our handling of the products we
gather, transport, process and store; air emissions related to our operations; past industry o
r
perations and waste disposal
practices, some of which may be material. Private parties, including the owners of properties through which our pipeline
systems pass, may have the right to pursue legal actions to enforce compliance as well as to seek damages for
f
noncompliance
with environmental laws and regulations or for personal injury o
r
r property damage arising from our current or historical
operations. Some sites we operate are located near current or former third-party hydrocarbon
r
storage and processing
operations, and there is a risk that contamination has migrated from those sites to ours. In addition, increasingly strict laws,
regulations and enfor
f
cement policies could increase significantly our compliance costs, penalties and other cost associated with
38

any alleged noncompliance, and the cost of any remediation that may become necessary; some of these costs could be material
and could adversely affect our business, results of operation, financial position and cash flo
f ws. Our insurance may not cover all
of these environmental risks, and there are also limits on coverage. Additional infor
f
mation is included under Item 1, Business,
under “Regulatory,
r
Environmental and Safety Matters” and in Note P of the Notes to Consolidated Financial Statements in this
Annual Report.
Increased litigation and activism challenging oil and gas development as well as changes to and/or more aggressive
enforcement of laws, regulations and policies could impact our business. These actions could, among other things, impact our
customers’ activities, our existing permits, our ability to obtain permits for new development proje
o cts and public perception of
our company, which could affect adversely our business, results of operations, fin
f ancial position or cash flo
f ws.
RISK FACTORS RELATED TO FINANCING OUR BUSINESS
Changes in interest rates could affect adversely our business.
We use both fix
f ed and variable rate debt, and we are exposed to market risk due to the flo
f ating interest rates on our short-term
borrowings. Our results of operations, fin
f ancial position and cash flo
f ws could be affected adversely by significant flu
f ctua
t
tions
in interest rates.
Any reduction in our credit ratings could affe
f ct adversely our business, results of operations, financial position and cash
flows.
Our long-term debt has been assigned an investment-grade credit rating of “Baa2” by Moody’s and “BBB” by both S&P and
Fitch. Our commercial paper program has been assigned an investment-grade credit rating of Prime-2, A-2 and F2 by Moody’s,
S&P and Fitch, respectively. We cannot provide assurance that any of our current ratings will remain in effe
f ct for any given
period of time or that a rating will not be lowered or withdrawn entirely by these credit rating agencies. If these agencies were
to downgrade our long-term debt or our commercial paper rating, particularly below investment grade, our borrowing costs
could increase, which would affect adversely our financial results, and our potential pool of investors and funding sources could
decrease. Ratings from these agencies are not recommendations to buy, sell or hold our securities. Each rating should be
evaluated independently of any other rating.
Our indebtedness and guarantee obligations could impair our financial condition and our ability to ful
f
fill our
obligations.
As of Dec. 31, 2024, we had total indebtedness of $33.2 billion. Our indebtedness and guarantee obligations could have
significant consequences. For example, they could:
•
make it more diffi
f cult for us to satisfy our obligations with respect to senior notes and other indebtedness due to the
increased debt-service obligations, which could, in turn, result in an event of default on such other indebtedness or the
senior notes;
•
impair our ability to obtain additional fin
f ancing in the fut
f ur
t
e for
f
working capital, capital expenditures, acquisitions or
general business purpos
r
es;
•
diminish our ability to withstand a downtur
t
n in our business or the economy;
•
require us to dedicate a subs
u
tantial portion of our cash flows fro
f
m operations to debt-service payments, reduc
d
ing the
availabi
a lity of cash for
f
working capital, capi
a tal expenditures, acquisitions, dividends or general corpor
r
ate purpos
r
es;
•
limit our flexibility in planning for, or reacting to, changes in our business and the industry i
r
n which we operate; and
•
place us at a competitive disadvantage compared with our competitors that have proportionately less debt and few
f
er
guarantee obligations.
We are not prohibited under the indentur
t
es governing the senior notes from incurring additional indebtedness, but our debt
agreements do subj
u ect us to certain operational limitations that could restrict our ability to finance fut
f ur
t
e operations or expand
or pursue business activities, as summarized in the next paragraph.
a
If we incur significant additional indebtedness, it could
worsen the negative consequences mentioned above
a
and could affect adversely our ability to repay our other indebtedness.
Our $3.5 Billion Credit Agreement contains provisions that, among other things, limit our ability to make material changes to
the natur
t
e of our business, merge, consolidate or dispose of all or subs
u
tantially all of our assets, grant liens and security interests
on our assets, engage in transactions with affi
f liates or make restricted payments, including dividends. It also requires us to
maintain certain financial ratios, which limit the amount of additional indebtedness we can incur, as described in the “Liquidity
and Capital Resources” section of Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of
39

Operations, in this Annual Report. These restrictions could result in higher costs of borrowing and impair our ability to
generate additional cash. Future financing agreements we may enter into may contain similar or more restrictive covenants.
If we are unabl
a e to meet our debt-service obligations or comply with financial covenants, we could be for
f
ced to restructur
t
e or
refinance our indebtedness, seek additional equity capital or sell assets. We may be unabl
a e to obtain fin
f ancing or sell assets on
satisfactory t
r
erms, or at all.
An event of defau
f
lt may require us to offe
f r to repurchase certain of our and ONEOK Partners’ senior notes or may
impair our ability to access capital.
The indentur
t
es governing certain of our and ONEOK Partners’ senior notes include an event of defau
f
lt upon the acceleration of
other indebtedness of $15 million or more for
f
certain of our senior notes or $100 million or more for
f
certain of our and ONEOK
Partners’ senior notes. Such events of defau
f
lt would entitle the trus
r
tee or the holders of 25% in aggregate principal amount of
our and ONEOK Partners’ outstanding senior notes to declare those senior notes immediately due
d
and payable in full. We may
not have sufficient cash on hand to repurchase and repay any accelerated senior notes, which may cause us to borrow funds
under our credit facility or seek alternative fin
f ancing sources to fin
f ance the repurchases and repayment. We could also fac
f
e
difficulties accessing capi
a tal or our borrowing costs could increase, impacting our ability to obtain fin
f ancing for acquisitions or
capi
a tal expenditures, to refinance indebtedness and to ful
f fill our debt obligations.
The right to receive payments on our outstanding debt securities and subsidiary guarantees is unsecured and will be
effe
f ctively subordinated to any fut
f
ure secured indebtedness as well as to any existing and future indebtedness of our
subsidiaries that do not guarantee the senior notes.
Although ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have guaranteed our debt
securities, the guarantees are subje
b ct to release under certain circumstances, and we have subs
u
idiaries that are not guarantors. In
those cases, the debt securities effectively are subor
u
dinated to the claims of all creditors, including trade creditors and tort
claimants, of our subs
u
idiaries that are not guarantors. In the event of the insolvency, bankrupt
r
cy, liquidation, reorganization,
dissolution or winding up of the business of a subs
u
idiary that is not a guarantor, creditors of that subs
u
idiary would generally
have the right to be paid in full before any distribution is made to us or the holders of the debt securities.
A court may use fraudulent conveyance considerations to avoid or subordinate the cross guarantees of our and ONEOK
Partners’ indebtedness.
ONEOK, ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have cross guarantees in
place for our and ONEOK Partners’ indebtedness. A court may use fra
f udulent conveyance laws to subordinate or avoid the
cross guarantees of certain of this indebtedness. It is also possible that under certain circumstances, a court could avoid or
subor
u
dinate the guarantor’s guarantee of this indebtedness in favor of the guarantor’s other debts or liabi
a lities to the extent that
the court determined either of the fol
f lowing were true
r
at the time the guarantor issued the guarantee:
•
the guarantor incurred the guarantee with the intent to hinder, delay or defra
f ud any of its present or fut
f ur
t
e creditors or
the guarantor contemplated insolvency with a design to fav
f
or one or more creditors to the total or partial exclusion of
others; or
•
the guarantor did not receive fai
f r consideration or reasonabl
a e equivalent value for issuing the guarantee and, at the time
it issued the guarantee, the guarantor:
–
was insolvent or rendered insolvent by reason of the issuance of the guarantee;
–
was engaged or about
a
to engage in a business or transaction for which its remaining assets constitut
t ed
unreasonabl
a y small capital; or
–
intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured.
The measure of insolvency for
f
purpos
r
es of the for
f
egoing will vary depending upon the law of the relevant jurisdiction.
Generally, however, an entity would be considered insolvent for
f
purpos
r
es of the for
f
egoing if:f
•
the sum of its debts, including contingent liabi
a lities, were greater than the fai
f r saleable value of all of its assets at a fai
f r
valuation;
•
the present fai
f r saleabl
a e value of its assets was less than the amount that would be required to pay its probabl
a e liabi
a lity
on its existing debts, including contingent liabi
a lities, as they become absolute and matur
t
e; or
•
it could not pay its debts as they become due.
Among other things, a legal challenge of the cross guarantees of our and ONEOK Partners’ indebtedness on fraudulent
conveyance grounds may foc
f
us on the benefits
f
, if any, realized by the guarantor as a result of the issuance of such debt. To the
40

extent the guarantor’s guarantee of any such indebtedness is avoided as a result of fraudulent conveyance or held unenfor
f
ceabl
a e
for any other reason, the holders of such debt would cease to have any claim in respect of the guarantee.
GENERAL RISK FACTORS
Mergers and acquisitions that appear to be accretive may nevertheless reduce our cash from operations on a per-share
basis.
Any merger or acquisition involves potential risks that may include, among other things:
•
inaccurate assumptions about volumes, revenues and costs, including potential synergies;
•
an inabi
a lity to integrate successful
f ly the businesses we acquire;
•
decrease in our liquidity as a result of our using a significant portion of our availabl
a e cash or borrowing capa
a
city to
finance the acquisition;
•
a significant increase in our interest expense and/or financial leverage if we incur additional debt to fin
f ance the
acquisition;
•
the assumption of unknown liabi
a lities for
f
which we are not indemnifie
f d, our indemnity is inadequate or our insurance
policies may exclude from coverage;
•
an inabi
a lity to hire, train or retain qualifie
f d personnel to manage and operate the acquired business and assets;
•
limitations on rights to indemnity fro
f
m the seller;
•
inaccurate assumptions about the overall costs of equity or debt;
•
the diversion of management’s and employees’ attention fro
f
m other business concerns;
•
unfor
f
eseen difficulties operating in new product areas or new geographic areas;
•
increased regulatory b
r
urdens; and
•
customer or key employee losses at an acquired business.
If we consummate any fut
f ur
t
e mergers or acquisitions, our capi
a talization and results of operations may change significantly, and
investors will not have the opportunity to evaluate the economic, fin
f ancial and other relevant information that we will consider
in determining the application of our resources to future acquisitions.
We may be unable to integrate the businesses of EnLink and Medallion successful
f
ly or realize the anticipated benefit
f s of
the EnLink Acquisitions and the Medallion Acquisition (collectively, the “Recent Acquisitions”).
The success of the Recent Acquisitions will depend, in part, on our ability to realize the anticipated benefits from combining the
businesses of ONEOK, EnLink and Medallion. If the businesses are not successful
f ly combined, the anticipated benefits of the
Recent Acquisitions may not be realized fully or at all or may take longer to realize than expected. In addition, the integration
may result in additional and unfor
f
eseen expenses and potential unknown liabi
a lities, which could reduc
d
e the anticipated benefits
of the Recent Acquisitions. It is possible that the integration process could result in the loss of key employees, as well as the
disrup
r
tion of our ongoing businesses or inconsistencies in our standards, controls, procedur
d
es and policies. Any or all of those
occurrences could affect adversely the combined company’s abi
a lity to maintain relationships with customers and employees
afte
f r the Recent Acquisitions or to achieve the anticipated benefits of the Recent Acquisitions. Integration efforts between the
three companies will also divert management attention and resources. These integration matters could have an adverse effect
on our business, results of operations, fin
f ancial position and cash flo
f ws.
Following the EnLink Controlling Interest Acquisition, we began to integrate certain aspects of EnLink’s business and
operations with ours, but EnLink has continued to operate as a separate public company. In connection with the completion of
the EnLink Acquisition, EnLink ceased to operate as a separate public company, and we began full integration with our
business. This integration process is expected to be subj
u ect to some or all of the afor
f
ementioned challenges many of which may
be more complex as a result of having to fully integrate the EnLink business. Further, this integration process may pose
additional diffi
f culties inherent with fully integrating the EnLink business and the discontinuation of its operation as a separate
public company. If we are unabl
a e to successful
f ly execute our integration strategy, we may be unabl
a e to realize some or all of
the anticipated benefits of the EnLink Acquisition which could materially and adversely affect our business, results of
operations, fin
f ancial position and cash flo
f ws.
Our fut
f
ure results following the closing of the Recent Acquisitions and any potential future transactions will suffer if we
do not effectively manage our expanded operations.
Following the closing of the Recent Acquisitions, the size of our business has increased and will increase fur
f
ther if we complete
any potential fut
f ur
t
e transactions. Our future success will depend, in part, upon
u
our ability to manage this expanded business,
41

which may pose challenges for
f
management, including challenges related to the management and monitoring of new operations
and associated increased costs and complexity. We may also face increased scrutiny fro
f
m governmental authorities and/or
other third parties as a result of the increase in the size of our business. There can be no assurances that we will be successful
f
or
that we will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits
f
anticipated from
the Recent Acquisitions and any potential fut
f ur
t
e transactions.
Holders of our common stock may receive dividends that vary fro
f
m anticipated amounts, or no dividends at all.
We may not have sufficient cash each quarter to pay dividends or maintain current or expected levels of dividends. The actual
amount of cash we pay in the for
f
m of dividends may flu
f ctua
t
te from quarter to quarter and will depend on various factors, some
of which are beyond our control, including our working capital needs, our ability to borrow, the restrictions contained in our
indentur
t
es and credit fac
f
ility, our debt-service requirements and the cost of acquisitions, if any. A fai
f lure either to pay
dividends or to pay dividends at expected levels could result in a loss of investor confid
f ence, reputational damage and a
decrease in the value of our stock price.
We are exposed to the credit risk of our customers or counterparties, and our credit risk management may not be
adequate to protect against such risk.
We are subject to the risk of loss resulting fro
f
m nonpayment and/or nonperformance by our customers and counterpa
r
rties. Our
customers or counterparties may experience rapi
a d deterioration of their financial condition as a result of changing market
conditions, commodity prices or financial diffi
f culties that could impact their creditworthiness or abi
a lity to pay us for
f
our
services. We assess the creditworthiness of our customers and counterpa
r
rties and obtain collateral or contractua
t
l terms as we
deem appropriate. We cannot, however, predict to what extent our business may be impacted by deteriorating market or
financial conditions, including possible declines in our customers’ and counterpa
r
rties’ creditworthiness. Our customers and
counterpa
r
rties may not perform or adhere to our existing or future contractua
t
l arrangements. To the extent our customers and
counterpa
r
rties are in financial distress or commence bankrupt
r
cy proceedings, contracts with them may be subject to
renegotiation or reje
e ction under appl
a
icable provisions of the United States Bankrupt
r
cy Code. If our risk-management policies
and procedur
d
es fail to assess adequately the creditworthiness of existing or fut
f ur
t
e customers and counterpa
r
rties, any material
nonpayment or nonperformance by our customers and counterpa
r
rties due
d
to inability or unwillingness to perform or adhere to
contractua
t
l arrangements could affect adversely our business, results of operations, fin
f ancial position and cash flo
f ws.
Our counterpa
r
rties are primarily major integrated and independent exploration and production, pipeline, marketing and
petrochemical companies and natural gas and electric utilities. Therefore, our counterpa
r
rties may be similarly affected by
changes in economic, regulatory o
r
r other factors that may affe
f ct our overall credit risk.
Our business requires the retention and recruitment of a skilled executive team and workfor
f
ce, and diffi
f culties
recruiting and retaining executives and other key personnel could impair our ability to develop and implement our
business strategy. A shortage of skilled labor may make it diffi
f cult for us to maintain labor productivity and
competitive costs.
Our success depends in part on the performance of and our ability to attract, retain and effe
f ctively manage the succession of a
skilled executive team. We depend on our executive offic
f ers to develop and execute our business strategy. If we are not
successful
f
in retaining our executive officers, or replacing them, our business, financial condition or results of operations could
be adversely affect
f
ed.
In addition, our operations require the retention and recruitment of skilled and experienced workers with profic
f iency in multiple
tasks. In recent years, a shortage of workers trained in various skills associated with the midstream energy business has, at
times, caused us to conduct certain operations without full staff,
f
thus hiring outside resources, which may decrease productivity
and increase costs. This shortage of trained workers is the result of experienced workers reaching retirement age and increased
competition for workers in certain areas, combined with the challenges of attracting new, qualifie
f d workers to the midstream
energy industry.
r
If the shortage of experienced labor
a
continues or worsens, it could affect adversely our labor
a
productivity and
costs and our ability to expand operations in the event there is an increase in the demand for our services and products, which
could affect adversely our business, results of operations, fin
f ancial position and cash flo
f ws.
Our employees or directors may engage in misconduct or other improper activities, including noncompliance with
regulatory standards and requirements.
As with all companies, we are exposed to the risk of employee fra
f ud or other misconduct. Our Board of Directors has adopted
a code of business conduct and ethics that applies to our directors, offi
f cers (including our principal executive and financial
42

offi
f cers, principal accounting offic
f er, controllers and other persons performing similar func
f
tions) and all other employees. We
require all directors, offi
f cers and employees to adhere to our code of business conduct and ethics in addressing the legal and
ethical issues encountered in conducting their work for our company. Our code of business conduct and ethics requires, among
other things, that our directors, offi
f cers and employees avoid conflic
f
ts of interest, comply with all appl
a
icable laws and other
legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in our company’s
best interest. All directors, offi
f cers and employees are required to report any conduct that they believe to be an actual or
apparent violation of our code of business conduct and ethics. However, it is not always possible to identify a
f
nd deter
misconduct, and the precautions we take to detect and prevent this activity may not be effe
f ctive in controlling unknown or
unmanaged risks or losses or in protecting us fro
f
m governmental investigations or other actions or lawsuits stemming from
f
a
failure to comply with such laws or regulations. If any such actions are instituted against us, and we are not successful
f
in
defending ourselves or asserting our rights, those actions could affect adversely our reputation, business, results of operations,
financial position and cash flo
f ws.
An impairment of goodwill, long-lived assets, including intangible assets, and equity-method investments could reduce
our earnings.
Goodwill is recorded when the purchase price of a business exceeds the fai
f r market value of the tangible and separately
measurable intangible net assets. GAAP requires us to test goodwill for impairment on an annual basis or when events or
circumstances occur indicating that goodwill might be impaired. Long-lived assets, including intangible assets with finite
useful
f
lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverabl
a e. For the investments we account for under the equity method, the impairment test considers whether the fai
f r
value of the equity investment as a whole, not the underlying net assets, has declined and whether that decline is other than
temporary.
r
For example, if a low commodity price environment persisted for a prolonged period, it could result in lower
volumes delivered to our systems and impairments of our assets or equity-method investments. If we determine that an
impairment is indicated, we would be required to take an immediate noncash charge to earnings with a correlative effect on
equity and balance sheet leverage as measured by consolidated debt to total capitalization.
For fur
f
ther discussion of impairments of long-lived assets, goodwill and equity-method investments, see Notes A, F, G, and O,
respectively, of the Notes to Consolidated Financial Statements in this Annual Report.
The cost of providing pension and postretirement health care benefit
f s to eligible employees and qualifie
f d retirees is
subject to changes in pension fun
f
d values and changing demographics and may increase.
We have defined benefit
f
pension plans for certain employees and for
f
mer employees, which are closed to new participants, and
postretirement welfare plans that provide postretirement medical and life i
f
nsurance benefits to certain employees. The cost of
providing these benefit
f s to eligible current and for
f
mer employees is subj
u ect to changes in the market value of our pension and
postretirement benefit
f
plan assets, changing demographics, including longer life e
f
xpectancy of plan participants and their
beneficiaries and changes in health care costs. For further discussion of our defined benefit
f
pension plan and postretirement
welfar
f e plans, see Note M of the Notes to Consolidated Financial Statements in this Annual Report.
Any sustained declines in equity markets and reductions in bond yields may affect adversely the value of our pension and
postretirement benefit
f
plan assets. In these circumstances, additional cash contributions to our pension plans may be required,
which could affect adversely our business, financial condition and cash flo
f ws.
If we fail to maintain an effe
f ctive system of internal controls, we may not be able to report accurately our fin
f
ancial
results or prevent fra
f
ud. As a result, current and potential holders of our equity and debt securities could lose
confid
f
ence in our fin
f
ancial reporting.
Effe
f ctive internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successful
f ly as a
public company. We cannot be certain that our effo
f
rts to maintain our internal controls will be successful
f , that we will be abl
a e
to maintain adequate controls over our financial processes and reporting in the future or that we will be able to continue to
comply with our obligations under Section 404 of the Sarba
r
nes-Oxley Act of 2002. Any fai
f lure to maintain effe
f ctive internal
controls, or diffi
f culties encountered in implementing or improving our internal controls, could harm our operating results or
cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in
our reported fin
f ancial information, which would likely have a negative effect on the trading price of our equity, our access to
capital markets and the cost of capi
a tal.
43

ITEM 1B.
UNRESOLVED STAFF COMMENTS
Not appl
a
icable.
ITEM 1C.
CYBERSECURITY
Risk Management and Strategy - We take a cross-disciplinary a
r
ppr
a
oach to cybersecurity and physical security. Our annual
Enterprise Risk Management (ERM) process encompasses the identific
f ation and assessment of a broad range of risks, including
cybersecurity, and the development and testing of controls to mitigate these risks. Our ERM assessment is designed to enabl
a e
our Board of Directors to establ
a ish a mutual understanding with management of the effectiveness of our risk-management
practices and capabi
a lities, to review our risk exposures and to elevate certain key risks for discussion at the board level. Our
ERM program is overseen by our chief fin
f ancial offi
f cer.
Our cybersecurity risk management program is integrated with our ERM program and shares common methodologies, reporting
channels and governance processes that appl
a
y across the ERM program to other legal compliance, strategic, operational and
financial risk areas. Our security program generally incorpor
r
ates the guidelines of the widely utilized National Institut
t e of
Standards and Technology Cybersecurity Framework, though this does not imply we meet any particular technical standards,
specifications or requirements. In addition, we conduct risk assessments of enterprise third-party softw
f
are and cloud vendors
by utilizing security questionnaires prior to procurement. On a regular basis, we engage consultants, including external counsel
and cybersecurity firms, to conduct penetration tests and architectur
t
e design reviews.
As of the date of this report, though the Company and third parties have experienced certain non-material cybersecurity
incidents, we are not aware of any cybersecurity threats, that have materially affe
f cted or are reasonabl
a y likely to materially
affe
f ct us, including our business strategy, results of operations or financial condition. We face certain ongoing risks fro
f
m
cybersecurity threats that, if realized and material, may materially affect us, including our operations, business strategy, results
of operations or financial condition. See Part 1, Item 1A “Risk Factors” for a discussion of risks fact
f
ors related to
cybersecurity.
Governance - Security is governed by the Security Advisory team, an executive advisory committee composed of company
offi
f cers, including our chief executive officer, our chief fin
f ancial offi
f cer and our chief enterpr
r
ise services offi
f cer. The Security
Advisory team meets regularly to evaluate ongoing security threats and incidents, to define policy and to prioritize initiatives.
Identifie
f d cybersecurity threats and incidents are monitored and assessed for
f
materiality by this cross-fun
f
ctional Security
Advisory Team. This assessment includes whether our Board of Directors should be infor
f
med of a threat or incident.
The Security Advisory team is chaired by our vice president of cybersecurity and physical security who has more than twenty
years of relevant experience in the fie
f ld of cyber and physical security. In his role, our vice president of cybersecurity and
physical security also supe
u
rvises effo
f
rts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through
various means, which include briefings from internal security personnel, alerts and reports produced by security tools deployed
in our technology infrastructur
t
e and threat intelligence and other information obtained fro
f
m governmental, public or private
sources, including external cybersecurity service providers. Our vice president of cybersecurity and physical security reports to
our executive vice president and chief enterpr
r
ise services offic
f er, responsible for cybersecurity, infor
f
mation technology,
enterprise optimization and innovation, among other responsibilities. Before joining ONEOK, our executive vice president and
chief enterpr
r
ise services officer held information technology positions of increasing responsibility.
Cybersecurity risks are communicated and discussed with our Board of Directors at least annually in conjunction with our
overall ERM program. Internal Audit provides periodic upda
u
tes to the Audit Committee on testing completed to meet TSA
requirements. As part of its oversight responsibilities, our Board of Directors also receives fre
f quent updates fro
f
m executive
management on our company’s physical and cybersecurity effo
f
rts.
ITEM 2.
PROPERTIES
A description of our properties is included in Item 1, Business.
ITEM 3.
LEGAL PROCEEDINGS
We have elected to use a $1 million threshold for
f
disclosing environmental proceedings.
Information about
a
our legal proceedings is included in Note P of the Notes to Consolidated Financial Statements in this Annual
Report.
44

ITEM 4.
MINE SAFETY DISCLOSURES
Not appl
a
icable.
PART II
ITEM 5.
MARKET FOR REGISTRANT
R
’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed on the NYSE under the trading symbol “OKE.” The corpor
r
ate name ONEOK is used in stock
listings.
At Feb. 17, 2025, there were 15,874 holders of record of our 624,339,588 outstanding shares of common stock.
For infor
f
mation regarding our Employee Stock Award Program and other equity compensation plans, see Note L of the Notes
to Consolidated Financial Statements and “Equity Compensation Plan Information” included in Part III, Item 12, Security
Ownership of Certain Benefic
f ial Owners and Management and Related Stockholder Matters, in this Annual Report.
REPURCHASES OF COMMON STOCK
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number of
Shares Purchased
Average Price Paid
Per Share
Total Number of Shares
Purchased as Part of the
Publicly Announced
Program (a)
Maximum Approximate
Dollar Value of Shares
That May Yet Be
Purchased Under the
Program
(Millions of dollars)
October 2024
—
$
—
—
$
2,000
November 2024
60,000
$
112.96
60,000
$
1,993
December 2024 (b)
1,490,000
$
102.27
1,490,000
$
1,841
Total
1,550,000
1,550,000
(a) - In January 2024, our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common
stock. The program will terminate upon
u
completion of the repurchases, or on Jan. 1, 2029, whichever occurs first.
(b) - Excludes 125,000 shares that were repurchased in December 2024, and settled in January 2025.
45

PERFORMANCE GRAP
R
H
The fol
f lowing performance graph compares the performance of our common stock with the S&P 500 Index, the S&P 500
Energy Index and a ONEOK Peer Group during the period beginning on Dec. 31, 2019, and ending on Dec. 31, 2024.
Value of a $100 Investment, Assuming Reinvestment of Distributions/Dividends,
at Dec. 31, 2019, and at the End of Every Year Through Dec. 31, 2024.
ONEOK, Inc.
S&P 500 Index
S&P 500 Energy Index
ONEOK Peer Group
2019
2020
2021
2022
2023
2024
$0
$50
$100
$150
$200
$250
Cumulative Total Return
Years ended Dec. 31,
2020
2021
2022
2023
2024
ONEOK, Inc.
$
56.64
$
93.37
$
111.01
$
125.62
$
188.65
S&P 500 Index
$
118.40
$
152.39
$
124.79
$
157.59
$
197.02
S&P 500 Energy Index (a)
$
66.32
$
102.56
$
169.96
$
167.71
$
177.30
ONEOK Peer Group (b)
$
75.32
$
103.20
$
132.34
$
156.15
$
234.20
(a) - The S&P 500 Energy Index is a subi
u ndex of the S&P 500 that includes those companies classified as members of the energy sector.
(b) - The current ONEOK Peer Group is composed of the fol
f lowing companies: Antero Midstream Corp.; Energy Transfer
f
LP; Enterpr
r
ise
Products Partners L.P.; Kinder Morgan, Inc.; Kinetik Holdings Inc.; MPLX LP; Plains All American Pipeline, L.P.; Targa Resources Corp.;
Western Midstream Partners, LP; and The Williams Companies, Inc.
ITEM 6.
[RESERVED]
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERAT
R
IONS
The fol
f lowing discussion and analysis should be read in conjunction with Part I, Item 1, Business, our audited Consolidated
Financial Statements and the Notes to Consolidated Financial Statements in this Annual Report.
46

RECENT DEVELOPMENTS
Please refer
f
to the “Financial Results and Operating Infor
f
mation” and “Liquidity and Capital Resources” sections of
Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report for
f
additional
information.
Acquisitions and Divestitures
EnLink Controlling Interest Acquisition
g
q
- On Oct. 15, 2024, we completed the EnLink Controlling Interest Acquisition,
acquiring GIP’s interest in EnLink consisting of appr
a
oximately 43% of the outstanding EnLink Units for $14.90 in cash per unit
and 100% of the outstanding limited liabi
a lity company interests in the managing member of EnLink for $300 million, for total
cash consideration of $3.3 billion. Through our 100% ownership of the managing member of EnLink, we obtained control of
EnLink. We used a portion of the proceeds fro
f
m our September 2024 underwritten public offe
f ring of $7.0 billion senior
unsecured notes to fund this acquisition.
This acquisition meaningful
f ly increases our scale and integrated value chain within the growing Permian Basin while
expanding and extending our asset bases in the Mid-Continent, North Texas and Louisiana regions. We expect to achieve
significant synergies by combining our complementary a
r
sset positions. Financial results and operating infor
f
mation related to
the EnLink Controlling Interest Acquisition impacts all four business segments and is included with “Financial Results and
Operating Infor
f
mation” for the period Oct. 15, 2024 to Dec. 31, 2024.
EnLink Acquisition
q
- On Nov. 24, 2024, we entered into the EnLink Merger Agreement to acquire all of the publicly held
EnLink Units in an all stock, tax-free transaction. On Jan. 31, 2025, we completed the EnLink Acquisition. Pursuant to the
EnLink Merger Agreement, each common unit of EnLink was exchanged for
f
a fix
f ed ratio of 0.1412 shares of ONEOK
common stock, including EnLink Units that were exchanged for
f
all previously outstanding Series B Preferred Units
immediately prior to closing. We issued 41 million shares of common stock, with a fai
f r value of $4.0 billion as of the closing
date of the EnLink Acquisition. EnLink is now a wholly owned subsidiary.
Medallion Acquisition
q
- On Oct. 31, 2024, we completed the Medallion Acquisition with GIP, acquiring all of the equity
interests in Medallion for total consideration of $2.6 billion, inclusive of the purchase of additional interests in a Medallion joint
ventur
t
e owned by a separate third party. We used a portion of the proceeds fro
f
m our September 2024 underwritten public
offe
f ring of $7.0 billion senior unsecured notes to fund this acquisition. This acquisition expands our midstream services for
crude
r
oil and condensate in West Texas, specifically in the Midland Basin. Financial results and operating information related
to the Medallion Acquisition impacts our Refined Products and Crude segment and is included with "Financial Results and
Operating Infor
f
mation" for the period Nov. 1, 2024 to Dec. 31, 2024.
Interstate Natural Gas Pipeline
p
Divestitur
t
e - On Dec. 31, 2024, we completed sale of three of our wholly owned interstate
natural gas pipeline systems to DT Midstream, Inc. for
f
total cash consideration of $1.2 billion, and recognized a gain of $227
million. With a portion of the proceeds of the sale, we repaid the Guardian Term Loan Agreement and the Viking Term Loan
Agreement. This transaction aligns and enhances our capital allocation priorities within our integrated value chain.
Gulf Coast NGL Pipelines Acquisition
p
q
- On June 17, 2024, we completed the acquisition of a system of NGL pipelines from
Easton Energy, a Houston-based midstream company, for appr
a
oximately $280 million. This acquisition in our Natural Gas
Liquids segment includes appr
a
oximately 450 miles of liquids products pipelines located in the strategic Gulf Coast market
centers for NGLs, Refined Products and crude
r
oil. A portion of the Easton assets are already connected to our Mont Belvieu
assets. We expect to add connections to our Houston-based assets beginning in mid-2025 through the end of 2025.
For additional infor
f
mation on our most recent acquisitions and divestiture, see Part II, Item 8, Note B of the Notes to
Consolidated Financial Statements in this Annual Report. See Part 1, Item 1A “Risk Factors” for fur
f
ther discussion of risks
related to these transactions.
Joint Ventures - On Feb. 4, 2025, we entered into defin
f itive agreements to for
f
m joint ventur
t
es with MPLX LP (MPLX) to
construc
r
t a 400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas, and a new 24-inch pipeline fro
f
m our
Mont Belvieu, Texas, storage faci
f
lity to the new terminal. Texas City Logistics LLC, the export terminal joint venture, is
owned 50% by us and 50% by MPLX, with MPLX construc
r
ting and operating the facility. MBTC Pipeline LLC, the pipeline
joint venture, is owned 80% by us and 20% by MPLX, and we will construc
r
t and operate the pipeline. We expect to invest
approximately $1.0 billion in these projects.
47

Market Condition - Earnings increased in 2024, compared with 2023, due primarily to a full year of earnings from our new
Refined Products and Crude segment, higher NGL and natur
t
al gas processing volumes in the Rocky Mountain region and the
impact of the interstate pipeline divestiture in the Natur
t
al Gas Pipelines segment. Our extensive and integrated assets are
located in, and connected with, some of the most productive shale basins, as well as refin
f eries and demand centers, in the
United States.
Capital Projects - Our primary c
r
apital proje
o cts are outlined in the tabl
a e below:
Project
Scope
Approximate
Costs (a)
Expected
Completion
Natural Gas Liquids
(In millions)s
MB-6 fractionator
125 MBbl/d NGL fra
f ctionator in Mont Belvieu, Texas
$550
Completed
West Texas NGL pipeline expansion Increase capacity via pipeline looping in the Permian Basin
$520
Completed
Elk Creek pipeline expansion
Increase capacity to 435 MBbl/d out of the Rocky Mountain
region
$355
Completed (b)
Medfor
f
d fra
f ctionator
Rebuild our 210 MBbl/d NGL fra
f ctionation faci
f
lity in
Medfor
f
d, Oklahoma
$385
(c)
Refined Products and Crude
Greater Denver pipeline expansion
Increase total system capacity by 35 MBbl/d and additional
expansion capabilities
$480
Mid-2026
(a) - Excludes capitalized interest/A
t
FUDC.
(b) - We completed construc
r
tion in January 2025, and the project is partially in service. Following suppl
u
y of ful
f l power, expected in
mid-2025, we will reach the ful
f l capacity of 435 MBbl/d.
(c) - This proje
o ct is expected to be completed in two phases, with the fir
f st phase expected to be completed in the fourth quarter of 2026, and
the second phase completed in the first quarter of 2027.
In our Natural Gas Gathering and Processing segment, we have a capital project to relocate a 150 MMcf/d processing plant to
the Permian Basin from North Texas, which we expect to be in service in the first quarter of 2026.
Debt Issuances - In September 2024, we completed an underwritten public offe
f ring of $7.0 billion senior unsecured notes
consisting of $1.25 billion, 4.25% senior notes due 2027; $600 million, 4.4% senior notes due 2029; $1.25 billion, 4.75% senior
notes due 2031; $1.6 billion, 5.05% senior notes due 2034; $1.5 billion, 5.7% senior notes due 2054; and $800 million, 5.85%
senior notes due 2064. The net proceeds, afte
f r deduc
d
ting underwriting discounts, commissions and offering expenses, were
$6.9 billion. The net proceeds from this offering were used to fund the EnLink Controlling Interest Acquisition and the
Medallion Acquisition, purchase additional interests in a Medallion joint ventur
t
e owned by a separate third party, to pay fee
f
s
and expenses related to the acquisitions and to repay outstanding indebtedness.
Debt Repayments - In December 2024, we redeemed our $500 million, 4.9% senior notes due March 2025 at 100% of the
principal amount, plus accrue
r
d and unpaid interest, with cash on hand.
In September 2024, we repaid the remaining $484 million of our $500 million, 2.75% senior notes at maturity with cash on
hand.
Share Repurchase Program - In January 2024, our Board of Directors authorized a share repurchase program to buy up to
$2.0 billion of our outstanding common stock. We expect shares to be acquired fro
f
m time to time in open-market transactions
or through privately negotiated transactions at our discretion, subj
u ect to market conditions and other factors. We expect any
purchases to be funded by cash on hand, cash flo
f w fro
f
m operations and short-term borrowings. The program will terminate
upon completion of the repurchase of $2.0 billion of common stock or on Jan. 1, 2029, whichever occurs first. As of Feb. 17,
2025, we repurchased 1.675 million shares for
f
$172 million under the program.
Dividends - During 2024, we paid common stock dividends totaling $3.96 per share, an increase of 3.7% compared to the 2023
dividend of $3.82 per share. In February 2
r
025, we paid a quarterly common stock dividend of $1.03 per share ($4.12 per share
on an annualized basis), an increase of 4% compared with the same quarter in the prior year. Our dividend growth is due
primarily to the increase in cash flo
f ws resulting fro
f
m the growth of our operations. The quarterly stock dividend was paid on
Feb. 14, 2025, to shareholders of record at the close of business on Feb. 3, 2025.
48

FINANCIAL RESULTS AND OPERAT
R
ING INFORMATION
How We Evaluate Our Operations
p
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) adju
d sted 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/pr
/
ice. Management uses these metrics to analyze historical segment fin
f ancial results and as the
key inputs for
f
forecasting and budgeting segment financial results. For additional infor
f
mation on our operating metrics, see the
respective segment subs
u
ections of this “Financial Results and Operating Infor
f
mation” section.
Non-GAAP Financial Measures - Adjusted EBITDA is a non-GAAP measure of our financial performance. Adju
d sted
EBITDA is defined as net income adju
d sted for interest expense, depreciation and amortization, noncash impairment charges,
income taxes, noncash compensation expense and certain other noncash items. Following the Magellan Acquisition, we
performed a review of our calculation methodology of adju
d sted EBITDA and, beginning in 2023, we updated our calculation to
include the adjusted EBITDA related to our unconsolidated affi
f liates using the same recognition and measurement methods
used to record equity in net earnings from investments. In prior periods, our calculation included equity in net earnings from
investments. This change resulted in an additional $62 million of adju
d sted EBITDA in 2023, and we have not restated prior
periods. Adjusted EBITDA fro
f
m our unconsolidated affi
f liates is calculated consistently with the defin
f ition above
a
and excludes
items such as interest expense, depreciation and amortization, income taxes and other noncash items. Although the amounts
related to our unconsolidated affi
f liates 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 flo
f ws of such
unconsolidated affi
f liates.
We believe this non-GAAP financial measure is useful to investors because it and similar measures are used by many
companies in our industry a
r
s a measurement of fin
f ancial performance and is commonly employed by fin
f ancial analysts and
others to evaluate our financial performance and to compare financial performance among companies in our industry.
r
Adju
d sted
EBITDA should not be considered an alternative to net income, EPS or any other measure of fin
f ancial 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 adju
d sted EBITDA in the “Non-GAAP Financial Measures” subsection.
Consolidated Operations
p
Selected Financial Results - The following tabl
a e sets for
f
th certain selected financial results for the periods indicated:
Years Ended Dec. 31,
2024 vs. 2023
2023 vs. 2022
Financial Results
2024
2023
2022
$ Increase (Decrease)
(Millions of dollars, except per share amountst )
Revenues
Commodity sales
$
17,780
$
15,614
$
20,976
2,166
(5,362)
Services and other
3,918
2,063
1,411
1,855
652
Total revenues
21,698
17,677
22,387
4,021
(4,710)
Cost of sales and fuel (exclusive of items shown
separately below)
13,311
11,929
17,910
1,382
(5,981)
Operating costs
2,496
1,535
1,149
961
386
Depreciation and amortization
1,134
769
626
365
143
Transaction costs
73
158
—
(85)
158
Other operating income, net
(305)
(786)
(105)
(481)
681
Operating income
$
4,989
$
4,072
$
2,807
917
1,265
Equity in net earnings from investments
$
439
$
202
$
148
237
54
Interest expense, net of capitalized interest
$
(1,371) $
(866) $
(676)
505
190
Net income
$
3,112
$
2,659
$
1,722
453
937
Net income attributable to ONEOK
$
3,035
$
2,659
$
1,722
376
937
Diluted EPS
$
5.17
$
5.48
$
3.84
(0.31)
1.64
Adju
d sted EBITDA
$
6,784
$
5,243
$
3,620
1,541
1,623
Capi
a tal expenditures
$
2,021
$
1,595
$
1,202
426
393
g
49

Changes in commodity prices and sales volumes affe
f ct both revenues and cost of sales and fuel in our Consolidated Statements
of Income and, therefor
f
e, the impact is largely offset between these line items.
Due to the Medallion Acquisition and EnLink Controlling Interest Acquisition, operating results for these two companies are
included in our financial results beginning Nov. 1, 2024 and Oct. 15, 2024, respectively.
2024 vs. 2023 - Operating income increased $917 million primarily as a result of the following:
•
Nat
N ural Gas Gathe
t
ring and Processing - an increase of $181 million due
d
primarily to the operating income of EnLink,
higher volumes in the Rocky Mountain region and the sale of certain non-strategic assets, offset partially by lower
realized NGL prices, net of hedging, and higher operating costs; offs
f et by
•
Nat
N ural Gas Liquids - a decrease of $564 million due primarily to an insurance settlement gain in 2023 related to the
Medfor
f
d incident and higher operating costs, offse
f
t partially by an increase in exchange services due primarily to
higher volumes in the Rocky Mountain region and to the operating income of EnLink; offs
f et by
•
Natural Gas Pipe
i
lines - an increase of $291 million due primarily to the interstate natural gas pipeline divestiture in
2024, higher transportation services and the operating income of EnLink;
•
Refin
e
ed Products and Crude - an increase of $934 million due
d
to a ful
f l year of operating income fol
f lowing the
Magellan Acquisition in 2023 and the operating income of Medallion and EnLink in 2024; and
•
Cons
C
olidat
d ed Transaction Cos
C
ts - a decrease of $85 million due
d
primarily to higher transaction costs related to the
Magellan Acquisition in 2023.
Net income increased due primarily to the items discussed above
a
and higher equity in net earnings from investments, offs
f et
partially by higher interest expense due
d
to higher debt balances resulting fro
f
m the August 2023 $5.25 billion notes offe
f ring, the
September 2024 $7.0 billion notes offe
f ring and the acquired debt balances from both the Magellan Acquisition in 2023 and the
EnLink Controlling Interest Acquisition in 2024.
Diluted EPS decreased due primarily to the impact of the insurance settlement gain in 2023 related to the Medfor
f
d incident.
Capi
a tal expenditures increased due primarily to our capi
a tal proje
o cts. Please refer
f
to the “Recent Developments” section of
Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report for
f
additional
information on our capi
a tal proje
o cts.
Additional infor
f
mation regarding our financial results and operating infor
f
mation is provided in the following discussion for
each of our segments.
Selected Financial Results and Operating Information for
f
the Year Ended Dec. 31, 2023 vs. 2022 - The consolidated and
segment fin
f ancial results and operating infor
f
mation for
f
the year ended Dec. 31, 2023, compared with the year ended Dec. 31,
2022, are included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations
of our 2023 Annual Report on Form 10-K, which is available via the SEC’s website at www.sec.gov and our website at
www.oneok.com.
Natural Gas Gathering and Processing
g
g
Capital Projects - Our Natural Gas Gathering and Processing segment invests in capital proje
o cts in natur
t
al gas and NGL-rich
areas across key basins where we operate. See “Capital Proje
o cts” in the “Recent Developments” section for
f
more information
on our capital proje
o cts.
For a discussion of our capital expenditure financing, see “Capi
a tal Expenditures” in the “Liquidity and Capital Resources”
section.
50

Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and
operating infor
f
mation for
f
our Natural Gas Gathering and Processing segment for
f
the periods indicated:
Years Ended Dec. 31,
2024 vs. 2023
2023 vs. 2022
Financial Results
2024
2023
2022
$ Increase (Decrease)
(Millions of dollars)
NGL and condensate sales
$
3,033
$
2,479
$
3,690
554
(1,211)
Residue natural gas sales
1,203
1,398
2,674
(195)
(1,276)
Gathering, compression, dehydration and processing
fees and other revenue
353
179
169
174
10
Cost of sales and fuel (exclusive of depreciation and
operating costs)
(2,600)
(2,364)
(5,117)
236
(2,753)
Operating costs, excluding noncash compensation
adju
d stments
(583)
(448)
(386)
135
62
Adju
d sted EBITDA from unconsolidated affi
f liates (a)
3
1
—
2
1
Equity in net earnings from investments (a)
—
—
5
—
(5)
Other
75
(1)
2
76
(3)
Adju
d sted EBITDA
$
1,484
$
1,244
$
1,037
240
207
Capi
a tal expenditures
$
492
$
448
$
445
44
3
j
(a) - Beginning in 2023, we updated our calculation methodology of adju
d sted EBITDA to include adju
d sted EBITDA from our unconsolidated
affi
f liates, which resulted in an additional $3 million of adjusted EBITDA in 2023, and we have not restated prior periods.
Changes in commodity prices and sales volumes affe
f ct both revenue and cost of sales and fue
f
l, and, therefor
f
e, the impact is
largely offset between these line items.
2024 vs. 2023 - Adjusted EBITDA increased $240 million, primarily as a result of the following:
•
an increase of $200 million due
d
to adju
d sted EBITDA from EnLink;
•
an increase of $77 million fro
f
m higher volumes due primarily to increased production in the Rocky M
k
ountain region;
and
•
an increase of $59 million fro
f
m the sale of certain non-strategic assets in 2024, primarily in Kansas; offs
f et by
•
a decrease of $54 million due
d
primarily to lower realized NGL prices, net of hedging, offs
f et partially by higher average
fee rates and realized condensate and natural gas prices, net of hedging; and
•
an increase of $44 million in operating costs due
d
primarily to higher outside services, employee-related costs and
materials and suppl
u
ies expense due
d
primarily to the growth of our operations.
Capi
a tal expenditures increased for 2024, as compared to 2023, due to capi
a tal proje
o cts for
f
EnLink.
Years Ended Dec. 31,
Operating Information (a)
2024
2023
2022
Natural gas processed (BBt
(
u/d/ ) (
d
b)
3,088
2,995
2,612
Average fee
f
rate ($/MMB
/
tu)
$
1.20
$
1.17
$
1.10
(a) - Includes volumes for consolidated entities only, and excludes EnLink, as EnLink operating statistics are not meaningful
f
to full-year 2024
operating results.
(b) - Includes volumes we processed at company-owned and third-party faci
f
lities.
2024 vs. 2023 - Our natural gas processed volumes increased due
d
primarily to increased production in the Rocky Mountain
region. Our average fee rate increased due primarily to inflation-based escalators in our contracts.
Natural Gas Liquids
q
Capital Projects - Our Natural Gas Liquids segment invests in capital projects to transport, fractionate, store, deliver to market
centers and receive NGL suppl
u
y fro
f
m shale and other resource development areas. Our growth strategy is focused on
connecting diversified raw fee
f
d supply basins to Purity NGL export, petrochemical and refin
f ing demand centers. See “Capital
Projects” in the “Recent Developments” section for
f
more information on our capital proje
o cts.
51

In 2024, we connected one third-party natur
t
al gas processing plant in the Permian Basin to our system, and two third-party
natural gas processing plants previously connected to our system were expanded, one in the Permian Basin and one in the Mid-
Continent region.
For a discussion of our capital expenditure financing, see “Capi
a tal Expenditures” in the “Liquidity and Capital Resources”
section.
Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and
operating information for
f
our Natural Gas Liquids segment for
f
the periods indicated:
Years Ended Dec. 31,
2024 vs. 2023
2023 vs. 2022
Financial Results
2024
2023
2022
$ Increase (Decrease)
(Millions of dollars)
NGL and condensate sales
$
14,446
$
13,666
$
18,329
780
(4,663)
Exchange service and other revenues
514
559
558
(45)
1
Transportation and storage revenues
207
204
180
3
24
Cost of sales and fue
f
l (exclusive of depreciation and
operating costs)
(11,994)
(11,592)
(16,546)
402
(4,954)
Operating costs, excluding noncash compensation
adju
d stments
(728)
(637)
(549)
91
88
Adju
d sted EBITDA from unconsolidated affi
f liates (a)
95
67
—
28
67
Equity in net earnings from investments (a)
—
—
35
(35)
Other
3
778
88
(775)
690
Adju
d sted EBITDA
$
2,543
$
3,045
$
2,095
(502)
950
Capi
a tal expenditures
$
987
$
818
$
581
169
237
j
(a) - Beginning in 2023, we updated our calculation methodology of adju
d sted EBITDA to include adju
d sted EBITDA from our unconsolidated
affi
f liates, which resulted in an additional $9 million of adjusted EBITDA in 2023, and we have not restated prior periods.
Changes in commodity prices and sales volumes affe
f ct both revenues and cost of sales and fuel and, therefor
f
e, the impact is
largely offset between these line items.
2024 vs. 2023 - Adjusted EBITDA decreased $502 million primarily as a result of the following:
•
a decrease of $695 million related to the Medford incident, due
d
primarily to an insurance settlement gain in 2023 of
$779 million, offs
f et partially by $84 million of lower third-party fra
f ctionation costs in the current year;
•
an increase of $77 million in operating costs due primarily to planned asset maintenance, higher employee-related
costs and property taxes from the growth of our operations; and
•
a decrease of $9 million in optimization and marketing due
d
primarily to lower earnings on sales of Purity NGLs held in
inventory;
r
offs
f et by
•
an increase of $184 million in exchange services due primarily to higher volumes in the Rocky Mountain region,
higher average fee rates and wider commodity price diffe
f rentials, offset partially by lower volumes in the Gulf Coast/t
Permian and Mid-Continent regions, and higher transportation costs;
•
an increase of $59 million due
d
to adju
d sted EBITDA from EnLink; and
•
an increase of $31 million in adjusted EBITDA fro
f
m unconsolidated affi
f liates due
d
primarily to higher volumes
delivered to the Overland Pass Pipeline.
Capi
a tal expenditures increased in 2024 due primarily to capital proje
o cts, which includes our MB-6 fractionator and pipeline
expansion proje
o cts.
Years Ended Dec. 31,
Operating Information
2024
2023
2022
Raw fee
f
d throughput (MBbl/d
l ) (
d
a)
1,309
1,359
1,237
Average Conway-to-Mont Belvieu Oil Price Infor
f
mation Service price diffe
f rential -
ethane in ethane/propane mix ($/gal
/
lon)
$
0.01
$
0.04
$
0.04
(a) - Represents physical raw feed
f
volumes for which we provide transportation and/or fractionation services, and excludes EnLink, as
EnLink operating statistics are not meaningful
f
to full-year 2024 operating results.
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
d
to ethane economics causing producers to recover or reject ethane.
52

2024 vs. 2023 - While exchange services earnings increased, volumes decreased in 2024 due primarily to the expiration of low-
margin contracts in the prior year and lower volumes in the Permian Basin, offset partially by increased production in the
Rocky M
k
ountain region at higher fee
f
rates.
Natural Gas Pipelines
p
Capital Projects - Our Natural Gas Pipelines segment invests in capital proje
o cts that provide transportation and storage
services to end users. We recently reactivated previously idled storage facilities with 3 Bcf of working gas storage capacity in
Texas. In addition, we are in the process of expanding our storage injection capabilities in Oklahoma, adding 4 Bcf of working
gas storage capa
a
city, which we expect to be complete in the second quarter of 2025.
For a discussion of our capital expenditure financing, see “Capi
a tal Expenditures” in the “Liquidity and Capital Resources”
section.
Interstate Natural Gas Pipeline Divestiture - On Nov. 19, 2024, we entered into a definitive agreement with DT Midstream,
Inc. to sell three of our wholly owned interstate natur
t
al gas pipeline systems. On Dec. 31, 2024, we completed the sale and
recognized a gain of $227 million.
Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and
operating infor
f
mation for
f
our Natural Gas Pipelines segment for
f
the periods indicated:
Years Ended Dec. 31,
2024 vs. 2023
2023 vs. 2022
Financial Results
2024
2023
2022
$ Increase (Decrease)
(Millions of dollars)
Transportation revenues
$
523
$
423
$
409
100
14
Storage revenues
161
159
130
2
29
Residue natural gas sales and other revenues
138
41
40
97
1
Cost of sales and fuel (exclusive of depreciation and
operating costs)
(112)
(28)
(25)
84
3
Operating costs, excluding noncash compensation
adju
d stments
(225)
(194)
(174)
31
20
Adju
d sted EBITDA from unconsolidated affi
f liates (a)
187
160
—
27
160
Equity in net earnings from investments (a)
—
—
108
—
(108)
Other
228
(2)
—
230
(2)
Adju
d sted EBITDA
$
900
$
559
$
488
341
71
Capi
a tal expenditures
$
258
$
228
$
123
30
105
j
(a) - Beginning in 2023, we updated our calculation methodology of adju
d sted EBITDA to include adju
d sted EBITDA from our unconsolidated
affi
f liates, which resulted in an additional $42 million of adjusted EBITDA in 2023, and we have not restated prior periods.
2024 vs. 2023 - Adjusted EBITDA increased $341 million primarily as a result of the following:
•
an increase of $227 million due
d
to the interstate natur
t
al gas pipeline divestiture;
•
an increase of $75 million in transportation services due primarily to higher fir
f m and interrupt
u ible rates;
•
an increase of $41 million due
d
to adju
d sted EBITDA from EnLink; and
•
an increase of $16 million in adjusted EBITDA fro
f
m unconsolidated affi
f liates due
d
primarily to increased volumes on
Northern Border; offs
f et by
•
an increase of $19 million in operating costs due primarily to planned asset maintenance and employee-related costs.
Capi
a tal expenditur s
e increased in 2024 due primarily to capital proje
o cts and timing of maintenance projects.
Years Ended Dec. 31,
Operating Information (a)
2024
2023
2022
Natural gas transportation capacity contracted (MDth/d)
d
8,176
7,743
7,428
Transportation capacity contracted
97 %
96 %
94 %
(a) - Includes volumes for consolidated entities only and excludes EnLink, as EnLink operating statistics are not meaningful
f
to full-year 2024
operating results.
2024 vs. 2023 - Natural g
l gas transporta ition capacity
ity contra tc ed increased due
d
primarily to the completion of expansion proje
o cts
on our assets.
53

Refined Products and Crude
Capital Projects - Our Refined Products and Crude segment invests in capital projects to transport, store and distribute Refin
f ed
Products and crude oil primarily throughout the central United States. Our growth strategy is focused on expanding our core
business and marketing presence. See “Capi
a tal Proje
o cts” in the “Recent Developments” section for
f
more information on our
capi
a tal proje
o cts.
For a discussion of our capital expenditure financing, see “Capi
a tal Expenditures” in the “Liquidity and Capital Resources”
section.
Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and
operating information for
f
our Refined Products and Crude segment for
f
the periods indicated:
Sept. 25 through
Dec. 31, 2023 (a)
Financial Results
Year Ended Dec.
31, 2024
(Millions of dollars)
Product sales
$
2,258 $
502
Transportation revenues
1,539
392
Storage, terminals and other revenues
663
177
Cost of sales and fuel (exclusive of depreciation and operating costs)
(1,949)
(450)
Operating costs, excluding noncash compensation adjustments
(857)
(192)
Adju
d sted EBITDA from unconsolidated affi
f liates
247
36
Other
(9)
—
Adju
d sted EBITDA
$
1,892 $
465
Capi
a tal expenditures
$
216 $
52
j
(a) - The year ended Dec. 31, 2023, includes results subs
u
equent to the Magellan Acquisition.
Changes in commodity prices and sales volumes affe
f ct both revenues and cost of sales and fuel in our Consolidated Statements
of Income and, therefor
f
e, the impact is largely offset between these line items.
2024 vs. 2023 - Adjusted EBITDA increased $1,427 million as a result of the following:
•
an increase of $1,354 million due
d
to a ful
f l-year of operating results fol
f lowing the Magellan Acquisition, which
includes a non-recurring increase in adju
d sted EBITDA from unconsolidated affi
f liates of $88 million due
d
primarily to
BridgeTex; and
•
an increase of $73 million due
d
to adju
d sted EBITDA from Medallion and EnLink.
Operating Information (a)
Year Ended
Dec. 31, 2024
Three Months Ended
Dec. 31, 2023
Refined Products volume shipped (MBbl/d
l )
d
1,512
1,547
Crude
r
oil volume shipped (MBbl/d
l )
d
783
808
(a) - Includes volumes for consolidated entities only and excludes Medallion and EnLink, as Medallion and EnLink operating statistics are not
meaningful
f
to full-year 2024 operating results.
Market conditions and seasonality can cause volume flu
f ctua
t
tions in a single quarter that are not representative of ful
f l-year
results.
54

NON-GAAP FINANCIAL MEASURES
The fol
f lowing tabl
a e sets for
f
th a reconciliation of net income, the nearest comparabl
a e GAAP financial performance measure, to
adju
d sted EBITDA for the periods indicated:
Years Ended Dec. 31,
(Unaudited)
d
2024
2023
2022
Reconciliation of net income to adjusted EBITDA
(Millions of dollars)
Net income
$
3,112
$
2,659
$
1,722
Interest expense, net of capitalized interest
1,371
866
676
Depreciation and amortization
1,134
769
626
Income taxes
998
838
528
Adju
d sted EBITDA from unconsolidated affi
f liates (a)
532
264
—
Equity in net earnings from investments (a)
(439)
(202)
—
Noncash compensation expense and other
76
49
68
Adju
d sted EBITDA (a)(b)(c)(d)
$
6,784
$
5,243
$
3,620
Reconciliation of segment adjusted EBITDA to adjusted EBITDA
Segment adjusted EBITDA:
Natural Gas Gathering and Processing
$
1,484
$
1,244
$
1,037
Natural Gas Liquids (b)
2,543
3,045
2,095
Natural Gas Pipelines (d)
900
559
488
Refined Products and Crude (e)
1,892
465
—
Other (c)
(35)
(70)
—
Adju
d sted EBITDA (a)(b)(c)(d)
$
6,784
$
5,243
$
3,620
j
j
(a) - Beginning in 2023, we updated our calculation methodology of adju
d sted EBITDA to include adju
d sted EBITDA from our unconsolidated
affi
f liates using the same recognition and measurement methods used to record equity in net earnings from investments. In prior periods, our
calculation included equity in net earnings from investments. This change resulted in an additional $62 million of adjusted EBITDA in 2023,
and we have not restated prior periods.
(b) - The year ended Dec. 31, 2023, includes $633 million related to the Medford incident, including a settlement gain of $779 million, offs
f et
partially by $146 million of third-party fractionation costs.
(c) - The year ended Dec. 31, 2024 includes transaction costs related primarily to the EnLink Acquisitions and Medallion Acquisition of $73
million, offs
f et partially by interest income of $39 million. The year ended Dec. 31, 2023, includes transaction costs related to the Magellan
Acquisition of $158 million, offs
f et partially by interest income of $49 million and net gains of $41 million on extinguishment of debt related
to open market repurchases.
(d) - The year ended Dec. 31, 2024, includes a gain of $227 million fro
f
m the interstate natural gas pipeline divestiture.
(e) - The year ended Dec. 31, 2023, includes segment adju
d sted EBITDA for the period Sept. 25, 2023, through Dec. 31, 2023.
CONTINGENCIES
See Note P of the Notes to Consolidated Financial Statements in this Annual Report for
f
a discussion of regulatory a
r
nd legal
matters.
Other 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 reasonabl
a y possible losses fro
f
m such
proceedings, individually and in the aggregate, are not material. Additionally, we believe the probabl
a e fin
f al outcome of such
proceedings will not have a material adverse effect on our consolidated results of operations, fin
f ancial position or cash flo
f ws.
LIQUIDITY AND CAPITAL RESOURCES
General - Our primary s
r
ources of cash inflo
f ws are operating cash flo
f ws, proceeds fro
f
m our commercial pape
a
r program and our
$3.5 Billion Credit Agreement, debt issuances and the issuance of common stock for
f
our liquidity and capital resources
requirements.
We expect our sources of cash inflo
f ws to provide suffic
f ient resources to finance our operations, capital expenditures, quarterly
cash dividends, matur
t
ities of long-term debt, share repurchases and contributions to unconsolidated affi
f liates. We believe we
have sufficient liquidity due to our $3.5 Billion Credit Agreement, which expires in February 2
r
030, and access to $1.0 billion
availabl
a e through our “at-the-market” equity program. As of Feb. 17, 2025, no shares have been sold through our “at-the-
market” equity program.
55

We may manage interest-rate risk through the use of fixed-rate debt, flo
f ating-rate debt, Treasury l
r
ocks and interest-rate swaps.
For additional infor
f
mation on our interest-rate swaps, see Note E of the Notes to Consolidated Financial Statements in this
Annual Report.
Cash Management - At Dec. 31, 2024, we had $733 million of cash and cash equivalents. For our wholly owned subsidiaries,
we use a centralized cash management program that concentrates the cash assets of our wholly owned nonguarantor operating
subs
u
idiaries in joint accounts for
f
the purpos
r
es of providing financial fle
f xibility and lowering the cost of borrowing, transaction
costs and bank fees. Our centralized cash management program provides that funds
f
in excess of the daily needs of our
operating subs
u
idiaries are concentrated, consolidated or otherwise made availabl
a e for
f
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
subs
u
idiary has short-term cash surpl
r uses or cash requirements, we provide cash to the subs
u
idiary or the subsidiary provides cash
to us.
In December 2024, we entered into an agreement to provide revolving unsecured loans to EnLink through a promissory note at
an interest rate of 4.85% at Dec. 31, 2024. This is a flo
f ating rate agreement which bears interest at ONEOK’s current short-
term borrowing rate plus 0.25%. At Dec. 31, 2024, we held a promissory note receivabl
a e of $510 million, which was
eliminated in consolidation. Interest earned on this agreement was not material. Following the EnLink Acquisition, completed
on Jan. 31, 2025, we effe
f ctively terminated this agreement as EnLink operating subs
u
idiaries are wholly owned and now
participate in the cash management program described above
a
.
Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership and Magellan (Obligated Group) have cross guarantees
in place for ONEOK’s and ONEOK Partners’ indebtedness. These guarantees in place for our and ONEOK Partners’
indebtedness are ful
f l, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of
outstanding securities. Liabilities under the guarantees rank equally in right of payment with all existing and future senior
unsecured indebtedness. The Intermediate Partnership holds all of ONEOK Partners’ interests and equity in its subs
u
idiaries,
which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries.
Magellan holds interests in its subs
u
idiaries, which are nonguarantors, and substantially all the assets and operations reside with
nonguarantor operating subsidiaries.
At Dec. 31, 2024, EnLink was a subs
u
idiary of ONEOK, but did not guarantee ONEOK’s or ONEOK Partners’ indebtedness and
was excluded fro
f
m the Obligated Group. EnLink and EnLink Partners also had outstanding debt securities that were not
guaranteed by ONEOK as of Dec. 31, 2024. At the completion of the EnLink Acquisition on Jan. 31, 2025, ONEOK assumed
the outstanding debt of EnLink and EnLink Partners (the Assumed Debt) such that EnLink and EnLink Partners were each
released from all debt obligations, and provided a guarantee for our and ONEOK Partners’ indebtedness to the holders of each
series of outstanding securities, including for the Assumed Debt. EnLink and EnLink Partners are now included in the
Obligated Group. As of the date of this report, the combined fin
f ancial information of subsidiary issuers and parent guarantors,
excluding our ownership of all interest in ONEOK Partners, Magellan and EnLink, reflect no material assets or liabi
a lities or
results of operations, apa
a
rt from guaranteed indebtedness and therefore, we have excluded the summarized financial
information for
f
each issuer and guarantor.
For additional infor
f
mation on our indebtedness, please see Note H of the Notes to Consolidated Financial Statements in this
Annual Report.
Short-term Liquidity - Our principal sources of short-term liquidity consist of cash generated from operating activities,
distributions received fro
f
m our unconsolidated affi
f liates, proceeds fro
f
m our commercial paper program and our recently
executed $3.5 Billion Credit Agreement. In Februa
r
ry 2025, we amended and restated our $2.5 Billion Credit Agreement to
increase the size to $3.5 billion, extend the term to February 2
r
030 and make other non-material modifications. All other terms
and conditions remain subs
u
tantially the same. As of Feb. 17, 2025, we had no borrowings under our $3.5 Billion Credit
Agreement, and we are in compliance with all covenants. Upon closing of the EnLink Acquisition on Jan. 31, 2025, the EnLink
Revolving Credit Facility was terminated.
We had working capi
a tal (defined as current assets less current liabilities) deficits of $481 million and $344 million as of Dec.
31, 2024, and Dec. 31, 2023, respectively, due primarily to current matur
t
ities of long-term debt. Generally, our working capital
is influenced by several fac
f
tors, including, among other things: (i) the timing of (a) debt and equity issuances, (b) the fundi
f
ng of
capital expenditures, (c) schedul
d ed debt payments, and (d) accounts receivabl
a e and payabl
a e; and (ii) the volume and cost of
inventory a
r
nd commodity imbalances. We may have working capital defic
f its in future periods as our long-term debt becomes
current. We do not expect a working capital defic
f it of this nature to have a material adverse impact to our cash flo
f ws or
operations.
56

For additional infor
f
mation on our $3.5 Billion Credit Agreement, see Note H of the Notes to Consolidated Financial Statements
in this Annual Report.
Long-term Financing - In addition to our principal sources of short-term liquidity discussed above
a
, we expect to fund our
longer-term fin
f ancing requirements by issuing long-term notes, as needed. Other options to obtain fin
f ancing include, but are
not limited to, issuing common stock, loans from fin
f ancial institut
t ions, issuance of convertible debt securities or preferred
equity securities, asset securitization and the sale and lease-back of facilities.
We may, at any time, seek to retire or purchase our or ONEOK Partners’ outstanding debt through cash purchases and/or
exchanges for
f
equity or debt, in open-market repurchases, privately negotiated transactions 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, or
liquidity requirements, contractua
t
l restrictions and other factors. The amounts involved may be material.
Debt Issuances - In September 2024, we completed an underwritten public offe
f ring of $7.0 billion senior unsecured notes
consisting of senior notes of the fol
f lowing tenors: $1.25 billion, 4.25% senior notes due 2027; $600 million, 4.4% senior notes
due 2029; $1.25 billion, 4.75% senior notes due 2031; $1.6 billion, 5.05% senior notes due 2034; $1.5 billion, 5.7% senior
notes due 2054; and $800 million, 5.85% senior notes due 2064. The net proceeds, afte
f r deduc
d
ting underwriting discounts,
commissions and offer
f ing expenses, were $6.9 billion. The net proceeds from this offe
f ring were used to fund the EnLink
Controlling Interest Acquisition and the Medallion Acquisition, purchase additional interests in a Medallion joint ventur
t
e
owned by a separate third party, to pay fees and expenses related to the acquisitions and to repay outstanding indebtedness.
Debt Repayments - In December 2024, we repaid $120 million of borrowings under the Guardian Term Loan Agreement and
$60 million of borrowings under the Viking Term Loan Agreement, plus accrued and unpaid interest, with cash on hand, as part
of the interstate natur
t
al gas pipeline divestitur
t
e.
In December 2024, we redeemed our $500 million, 4.9% senior notes due March 2025 at 100% of the principal amount, plus
accrued and unpaid interest, with cash on hand.
Subs
u
equent to the EnLink Controlling Interest Acquisition, we repaid $465 million of borrowings under the EnLink Revolving
Credit Facility with cash on hand.
Subs
u
equent to the EnLink Controlling Interest Acquisition, we repaid $374 million of borrowings under the EnLink AR Facility
with cash on hand and terminated the EnLink AR Facility.
In September 2024, we repaid the remaining $484 million of our $500 million, 2.75% senior notes at maturity with cash on
hand.
Equity - On Jan. 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, each common
unit of EnLink was exchanged for
f
a fix
f ed ratio of 0.1412 shares of ONEOK Common stock, including EnLink Units that were
exchanged for
f
all previously outstanding Series B Preferred Units immediately prior to closing. We issued 41 million shares of
common stock, with a fair value of $4.0 billion. There are no remaining Series B Prefer
f red Units outstanding.
On Oct. 17, 2024, EnLink redeemed all outstanding Series C Preferred Units at $1,000 per Series C Prefer
f red Unit, plus $8.28
per Series C Prefer
f red Unit of unpaid distributions, for
f
$365 million with proceeds received fro
f
m borrowings under the EnLink
Revolving Credit Facility. As of Dec. 31. 2024, there are no remaining Series C Prefer
f red Units outstanding.
Share Repurchase Program - In January 2024, our Board of Directors authorized a share repurchase program to buy up to
$2.0 billion of our outstanding common stock. We expect shares to be acquired fro
f
m time to time in open-market transactions
or through privately negotiated transactions at our discretion, subj
u ect to market conditions and other factors. As of Feb. 17,
2025, we have repurchased 1.675 million shares for
f
$172 million under the program with cash on hand. The program will
terminate upon
u
completion of the repurchase of $2.0 billion of common stock or on Jan. 1, 2029, whichever occurs first.
Material Commitments - We have material cash commitments related to our capi
a tal expenditures, senior notes and
corresponding interest payments, which we expect to fund through our sources of cash inflo
f ws discussed above
a
. Our senior
notes and interest payments are discussed in Note H of the Notes to Consolidated Financial Statements in this Annual Report.
We also have cash commitments related to transportation, storage and other commercial contracts, as well as our financial and
physical derivative obligations, which we expect to fund with cash fro
f
m operations.
57

Capital Expenditures - We proactively monitor lead times on materials and equipment used in construc
r
ting capital projects,
and we enter into procurement agreements for long-lead items for
f
potential proje
o cts to plan for
f
future growth. Our capi
a tal
expenditures are financed typically through operating cash flo
f ws and short- and long-term debt.
The fol
f lowing tabl
a e sets for
f
th our capital expenditures, excluding the equity portion of AFUDC, for
f
the periods indicated:
Capital Expenditures
2024 (a)
2023
2022
(Millions of dollars)
Natural Gas Gathering and Processing
$
492
$
448
$
445
Natural Gas Liquids
987
818
581
Natural Gas Pipelines
258
228
123
Refined Products and Crude (b)
216
52
—
Other
68
49
53
Total capital expenditures
$
2,021
$
1,595
$
1,202
(a) - Includes capital expenditures for
f
EnLink and Medallion for
f
the period Oct. 15, 2024, and Nov. 1, 2024, through Dec. 31, 2024,
respectively.
(b) - The year ended Dec. 31, 2023, includes capital expenditures for
f
the period Sept. 25, 2023, through Dec. 31, 2023.
Capi
a tal expenditures increased in 2024, compared with 2023, due primarily to our capital proje
o cts, including our MB-6
fractionator and the NGL and Refin
f ed Products and Crude pipeline expansion proje
o cts. See discussion of our announced
capi
a tal proje
o cts in the “Recent Developments” section.
We expect total capital expenditures, excluding AFUDC and capitalized interest, of $2.8 - $3.2 billion in 2025.
Credit Ratings - Our long-term debt credit ratings as of Feb. 17, 2025, are shown in the tabl
a e below:
Rating Agency
Long-Term Rating
Short-Term Rating
Outlook
Moody’s
Baa2
Prime-2
Stable
S&P
BBB
A-2
Stabl
a e
Fitch
BBB
F2
Stable
Our credit ratings, which are investment grade, may be affected by our leverage, liquidity, credit profile or potential
transactions. The most common criteria for
f
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
f
under our $3.5 Billion
Credit Agreement would increase, and a potential loss of access to the commercial paper market could occur. In the event that
we are unabl
a e to borrow funds
f
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 2030. An adverse credit
rating change alone is not a defau
f
lt under our $3.5 Billion Credit Agreement.
In the normal course of business, our counterpa
r
rties provide us with secured and unsecured credit. In the event of a downgrade
in our credit ratings or a significant change in our counterpa
r
rties’ evaluation of our creditworthiness, we could be required to
provide additional collateral in the form of cash, letters of credit or other negotiabl
a e instrum
r
ents as a condition of continuing to
conduct business with such counterpa
r
rties. We may be required to fund
f
margin requirements with our counterpa
r
rties with cash,
letters of credit or other negotiabl
a e instrum
r
ents.
Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors,
subj
u ect to the rights of the holders of outstanding prefer
f red stock. In 2024, we paid common stock dividends totaling $3.96 per
share, an increase of 3.7% compared to the 2023 dividend of $3.82 per share. In February 2
r
025, we paid a quarterly common
stock dividend of $1.03 per share ($4.12 per share on an annualized basis), an increase of 4% compared with the same quarter
in the prior year.
For the year ended Dec. 31, 2024, our cash flows fro
f
m operations exceeded dividends paid by $2.6 billion. We expect our cash
flows fro
f
m operations to continue to sufficiently fund our cash dividends. To the extent operating cash flo
f ws are not suffic
f ient
to fund our dividends, we may utilize cash on hand fro
f
m other sources of short- and long-term liquidity to fund a portion of our
dividends.
58

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 flo
f ws provided by operating activities by adjusting net income for those items that affe
f ct net income but do not
result in actua
t
l cash receipts or payments dur
d
ing the period and for
f
operating cash items that do not impact net income. These
reconciling items can include depreciation and amortization, deferred income taxes, impairment charges, allowance for
f
equity
funds used during construc
r
tion, gain or loss on sale of business and assets, net undistributed earnings from equity-method
investments, share-based compensation expense, other amounts and changes in our assets and liabi
a lities not classified as
investing or fin
f ancing activities.
The fol
f lowing tabl
a e sets for
f
th the changes in cash flo
f ws by operating, investing and financing activities for
f
the periods
indicated:
Years Ended Dec. 31,
2024
2023
2022
(Millions of dollars)
Total cash provided by (used in):
Operating activities
$
4,888
$
4,421
$
2,906
Investing activities
(6,612)
(6,404)
(1,139)
Financing activities
2,119
2,101
(1,693)
Change in cash and cash equivalents
395
118
74
Cash and cash equivalents at beginning of period
338
220
146
Cash and cash equivalents at end of period
$
733
$
338
$
220
Operating Cash Flows - Operating cash flows are affe
f cted by earnings from our business activities and changes in our
operating assets and liabi
a lities. Changes in commodity prices and demand for
f
our services or products, whether because of
general economic conditions, changes in supply, changes in demand for
f
the end products that are made with our products or
increased competition from other service providers, could affect our earnings and operating cash flo
f ws. Our operating cash
flows can also be impacted by changes in our inventory b
r
alances, which are driven primarily by commodity prices, supply,
demand and the operation of our assets.
2024 vs. 2023 - Cash flo
f ws from operating activities, before changes in operating assets and liabi
a lities increased $868 million
for the year ended Dec. 31, 2024, compared with the same period in 2023, due primarily to the impact of the Magellan
Acquisition in our Refined Products and Crude segment, as discussed in “Financial Results and Operating Infor
f
mation” offs
f et
partially by insurance proceeds received fro
f
m the Medfor
f
d settlement in 2023.
The changes in operating assets and liabi
a lities decreased operating cash flo
f ws $43 million for
f
the year ended Dec. 31, 2024,
compared with an increase of $358 million for
f
the same period in 2023. This change is due primarily to changes in our legal
reserve liabi
a lity as discussed in Note P of the Notes to Consolidated Financial Statements in this Annual Report, changes in risk
management assets and liabi
a lities and changes in accounts receivabl
a e resulting fro
f
m the receipts of cash fro
f
m counterpa
r
rties and
from inventory,
r
both of which varies from period to period, and with changes in commodity prices. These changes were offset
partially by changes in accounts payable, which vary from period to period with changes in commodity prices and from
f
the
timing of payments to vendors, suppl
u
iers and other third parties.
Investing Cash Flows
2024 vs. 2023 - Cash used in investing activities for
f
the year ended Dec. 31, 2024, increased $208 million, compared with the
same period in 2023, due primarily to cash paid to acquire EnLink and Medallion, capital expenditures related to our capi
a tal
projects in 2024 and insurance proceeds received fro
f
m the Medfor
f
d settlement in 2023, offs
f et partially by proceeds received
from the interstate natural gas pipeline divestiture.
Financing Cash Flows
2024 vs. 2023 - Cash provided by fin
f ancing activities for the year ended Dec. 31, 2024, increased $18 million compared with
the same period in 2023, due primarily to the increase in issuance of senior unsecured notes associated with acquisitions, offse
f
t
by increased repayments of long-term debt in 2024, including the repayment of the Viking and Guardian Term Loan
Agreements and the outstanding borrowings on the EnLink Revolving Credit facility and the EnLink AR Facility, increased
dividends paid in 2024 and the repurchase of EnLink’s Series C Prefer
f red Units.
59

Cash Flow Analysis for the Year Ended Dec. 31, 2023 vs. 2022 - The cash flow analysis for the year ended Dec. 31, 2023,
compared with the year ended Dec. 31, 2022, is included in Part II, Item 7, Management’s Discussion and Analysis of Financial
Condition and Results of Operations of our 2023 Annual Report on Form 10-K, which is availabl
a e via the SEC’s website at
www.sec.gov and our website at www.oneok.com.
IMPACT OF NEW ACCOUNTING STANDARDS
Information about
a
the impact of new accounting standards is included in Note A of the Notes to Consolidated Financial
Statements in this Annual Report.
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 affe
f ct the
reported amounts of assets and liabi
a lities, and the disclosure of contingent assets and liabi
a lities at the date of the Consolidated
Financial Statements. These estimates and assumptions also affe
f ct the reported amounts of revenue and expenses during the
reporting period. Although we believe these estimates and assumptions are reasonabl
a e, actua
t
l results could diffe
f r fro
f
m our
estimates.
The fol
f lowing is a summary of our most critical accounting estimates, which are defin
f ed as those estimates most important to
the portrayal of our financial condition and results of operations and requiring management’s most difficult, subj
u ective or
complex judgment, particularly because of the need to make estimates concerning the impact of inherently uncertain matters.
We have discussed the development and selection of our critical accounting estimates with the Audit Committee of our Board
of Directors. See Note A of the Notes to Consolidated Financial Statements in this Annual Report for
f
the description of our
accounting policies.
Fair Value Estimates in Business Combination Accounting - Business combination accounting requires that assets and
liabi
a lities be recorded at their estimated fai
f r value in connection with the initial recognition of the transaction. Estimating the
fair value of assets and liabi
a lities in connection with business combination accounting requires management to make estimates,
assumptions and judgments, and in some cases management may also utilize third-party specialists to assist and advise on those
estimates.
In order to estimate the fai
f r value of assets acquired and liabilities assumed, we utilized widely accepted valuation techniques
that included discounted cash flow and cost methods. The discounted cash flo
f w method utilizes assumptions that include, but
are not limited to, estimated fut
f ur
t
e cash flo
f ws, commodity margin growth rates, discount rates appl
a
ied to estimated fut
f ur
t
e cash
flows, estimated rates of return and estimated customer attrition rates. Cost methods estimate the fai
f r value of assets based on
the estimated construc
r
tion or replacement cost of the assets and requires the use of various inputs and assumptions. While we
believe we have made reasonabl
a e assumptions to estimate the fair value, these assumptions are inherently uncertain. An
estimate of the sensitivity to changes in our assumptions is not practicable given the numerous assumptions, and their
interdependence, that can materially affe
f ct our estimates.
The purchase price allocation recorded in a business combination may change during the measurement period, which is a period
not to exceed one year from the date of acquisition, as additional infor
f
mation about
a
conditions existing at the acquisition date
becomes availabl
a e.
See Note B of the Notes to Consolidated Financial Statements in this Annual Report for
f
additional discussion of business
combinations.
Derivatives and Risk-management Activities - We utilize derivatives to reduc
d
e our market-risk exposure to commodity price
and interest-rate fluctuations and to achieve more predictabl
a e cash flo
f ws. The accounting for
f
changes in the fair value of a
derivative instrum
r
ent depends on whether it qualifie
f s and has been designated as part of a hedging relationship. When possible,
we implement effe
f ctive hedging strategies using derivative fin
f ancial instruments that qualify a
f
s hedges for
f
accounting purpos
r
es.
We have not used derivative instrum
r
ents for trading purpos
r
es. For a derivative designated as a cash flo
f w hedge, the gain or loss
from a change in fair value of the derivative instrum
r
ent is defer
f red in accumulated other comprehensive loss until the fore
f
casted
transaction affect
f
s earnings, at which time the fai
f r value of the derivative instrum
r
ent is reclassified into earnings.
We assess hedging relationships at the inception of the hedge and periodically thereafte
f r, to determine whether the hedging
relationship is, and is expected to remain, highly effective. We do not believe that changes in our fair value estimates of our
derivative instrum
r
ents have a material impact on our results of operations, as the majo
a rity of our derivatives are accounted for
60

as effe
f ctive cash flo
f w hedges. However, if a derivative instrum
r
ent is ineligible for cash flo
f w hedge accounting or if we fai
f l to
appropriately designate it as a cash flo
f w hedge, changes in fai
f r value of the derivative instrum
r
ent would be recorded currently
in earnings. Additionally, if a cash flow hedge ceases to qualify for hedge accounting treatment because it is no longer
probabl
a e that the forecasted transaction will occur, the change in fair value of the derivative instrum
r
ent would be recognized in
earnings. For more information on commodity price sensitivity and a discussion of the market risk of pricing changes, see Item
7A, Quantitative and Qualitative Disclosures about
a
Market Risk.
See Notes A, D and E of the Notes to Consolidated Financial Statements in this Annual Report for
f
additional discussion of fair
value measurements and derivatives and risk-management activities.
Impairment of Goodwill, Long-Lived Assets, Including Intangible Assets and Equity Method Investments - 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 befor
f
e that time. As part of our goodwill impairment test, we may fir
f st assess qualitative fact
f
ors (including
macroeconomic conditions, industry a
r
nd market considerations, cost fact
f
ors and overall financial performance) to determine
whether it is more likely than not that the fai
f r value of each of our reporting units was less than its carrying amount. If furt
f
her
testing is necessary, or a quantitative test is elected, we perform a Step 1 analysis for
f
goodwill impairment.
In a Step 1 analysis, an assessment is made by comparing the fai
f r value of a reporting unit with its carrying amount, including
goodwill. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to
that excess, limited to the total amount of goodwill allocated to that reporting unit.
We assess our long-lived asset groups, including intangible assets, for
f
impairment whenever events or changes in circumstances
indicate that an asset group’s carrying amount may not be recoverabl
a e. An impairment is indicated if the carrying amount of a
long-lived asset group exceeds the sum of the undiscounted future cash flo
f ws expected to result from the use and eventual
disposition of the asset group. If an impairment is indicated, we record an impairment loss equal to the difference between the
carrying value and the fair value of the long-lived asset group.
We evaluate equity method investments in unconsolidated affi
f liates for
f
impairment whenever events or circumstances indicate
that there is an other-than-temporary l
r
oss in value of the investment. When evidence of loss in value has occurred, we compare
our estimate of fair value of the investment to the carrying value of the investment to determine whether an impairment has
occurred. If the estimated fair value is less than the carrying value and we consider the decline in value to be other-than-
temporary,
r
the excess of the carrying value over the fair value is recognized in our consolidated financial statements as an
impairment charge.
Our impairment tests require the use of assumptions and estimates, such as industry e
r
conomic factors and the profitabi
a lity of
future business strategies. To estimate undiscounted future cash flows of long-lived assets we may appl
a
y a probabi
a lity-
weighted approach that incorporates different assumptions and potential outcomes related to the underlying long-lived assets.
The evaluation is performed at the lowest level for which separately identifia
f bl
a e cash flo
f ws exist. To estimate the fai
f r value of
these assets, we use two generally accepted valuation approaches, an income appr
a
oach and a market approach. Under the
income approach, our discounted cash flo
f w analysis includes the following inputs that are not readily availabl
a e: a discount rate
reflective of industry c
r
ost of capital, our estimated contract rates, volumes, operating margins, operating and maintenance costs
and capital expenditures. Under the market approach, our inputs include EBITDA multiples, which are estimated from
f
recent
peer acquisition transactions, and forecasted EBITDA, which incorpor
r
ates inputs similar to those used under the income
approach. If actua
t
l results are not consistent with our assumptions and estimates or our assumptions and estimates change due
to new infor
f
mation, we may be exposed to future impairment charges.
See Notes A, F, G and O of the Notes to Consolidated Financial Statements in this Annual Report for
f
additional discussion of
goodwill and intangible assets, long-lived assets and investments in unconsolidated affi
f liates.
Depreciation Methods and Estimated Useful
f
Lives of Property, Plant and Equipment - Our property, plant and equipment
are depreciated using the straight-line method that incorporates management assumptions regarding useful economic lives and
residual values. As we place additional assets in service or acquire assets as a result of an acquisition or asset purchase, our
estimates related to depreciation expense have become more significant and changes in estimated useful lives of our assets
could have a material effect on our results of operations. At the time we place our assets in service, we believe such
assumptions are reasonabl
a e; however, circumstances may develop that would cause us to change these assumptions, which
would change our depreciation expense prospectively. Examples of such circumstances include changes in (i) competition, (ii)
laws and regulations that limit the estimated economic life of an asset, (iii) technology that render an asset obsolete, (iv)
expected salvage values, (v) results of rate cases or rate settlements on regulated assets and (vi) for
f
ecasts of the remaining
economic life f
f
or
f
the resource basins where our assets are located, if any. For the fiscal years presented in this Form 10-K, no
61

changes were made to the determinations of useful
f
lives that would have a material effect on the timing of depreciation expense
in future periods.
See Note F of the Notes to Consolidated Financial Statements in this Annual Report for
f
additional discussion of property, plant
and equipment.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risk, discussed below, includes for
f
ward-looking statements and represents an estimate of possible
changes in fut
f ur
t
e earnings that could occur assuming hypothetical future movements in interest rates or commodity prices
within our derivative portfol
f io. Our views on market risk are not necessarily indicative of actua
t
l results that may occur and do
not represent the maximum possible gains and losses that may occur since actua
t
l gains and losses will differ fro
f
m those
estimated based on actual fluctuations in interest rates or commodity prices and the timing of transactions.
We are exposed to market risk due to commodity price and interest-rate volatility. Market risk is the risk of loss arising from
f
adverse changes in market rates and prices. We may use fin
f ancial instruments, including forward sales, swaps
a
, options and
futures, to manage the risks of certain identifia
f bl
a e or anticipated transactions and achieve more predictabl
a e cash flo
f ws. Our
risk-management func
f
tion follows policies and procedur
d
es establ
a ished by our Risk Oversight and Strategy Committee to
monitor our natural gas, NGL, Refin
f ed Products, condensate and crude
r
oil marketing activities and interest rates to ensure our
hedging activities mitigate market risks and comply with approved thresholds or limits. We do not use fin
f ancial instruments for
trading purpos
r
es.
We utilize a sensitivity analysis model to assess the risk associated with our derivative portfol
f io. The sensitivity analysis
measures the potential change in fair value of our derivative instruments based upon a hypothetical 10% movement in the
underlying commodity prices or interest rates. In addition to these variables, the fai
f r value of our derivative portfol
f io is
influenced by fluctuations in the notional amounts of the instruments and the discount rates used to determine the present
values. Because we enter into these derivative instrum
r
ents for the purpos
r
e of mitigating the risks that accompany certain of our
business activities, as described below, the change in the market value of our derivative portfol
f io would typically be offs
f et
largely by a corresponding gain or loss on the hedged item.
See Note A of the Notes to Consolidated Financial Statements in this Annual Report for
f
a discussion on our accounting policies
for our derivative instrum
r
ents and the impact on our Consolidated Financial Statements.
COMMODITY PRICE RISK
As part of our hedging strategy, we use commodity derivative financial instrum
r
ents and physical-forward contracts described in
Note E of the Notes to Consolidated Financial Statements in this Annual Report to reduc
d
e the impact of near-term price
fluctuations of natural gas, NGLs, Refined Products, condensate and crude
r
oil.
The fol
f lowing tabl
a e presents the effe
f ct a hypothetical 10% change in the underlying commodity prices would have on the
estimated fai
f r value of our commodity derivative instrum
r
ents as of the dates indicated:
Commodity Contracts
Dec. 31,
2024
Dec. 31,
2023
(Millions of dollars)
Refined Products, crude oil and NGLs
$
61
$
67
Natural gas
9
5
Total change in estimated fai
f r value of commodity contracts
$
70
$
72
g
y
g
y
Our sensitivity analysis represents an estimate of the reasonabl
a y possible gains and losses that would be recognized on our
commodity derivative contracts assuming hypothetical movements in fut
f ur
t
e market prices and is not necessarily indicative of
actua
t
l results that may occur. Actual gains and losses may differ fro
f
m estimates due
d
to actua
t
l flu
f ctua
t
tions in market prices, as
well as changes in our commodity derivative portfol
f io during the year.
INTEREST-RATE RISK
We are exposed to interest-rate risk through borrowings under our $3.5 Billion Credit Agreement, commercial pape
a
r program
and long-term debt issuances. Futur
t
e increases in commercial pape
a
r rates or bond rates could expose us to increased interest
62

costs on fut
f ur
t
e borrowings. We may manage interest-rate risk through the use of fixed-rate debt, flo
f ating-rate debt, Treasury
r
locks and interest-rate swaps
a
.
Treasury l
r
ocks are agreements to pay the diffe
f rence between the benchmark Treasury r
r
ate and the rate that is designated in the
terms of the agreement. In the third quarter of 2024, we entered into $1.5 billion of Treasury l
r
ocks to hedge
dge hthe variabibi
a lility of
interest payments on a por ition of our forecasted d
d d b
eb i
t issuances. In the same quarter, we set ltled allll of our $1.5 bibilli
llion Treasury
r
lo k
cks r lelat d
ed to our
d
underw iritten
bl
public offe
f
iri g
ng of $7.0 bibillllion senior unsecured notes asso iciat d
ed
i
wi hth hthe EnLink Cont
l
rolliling
Interest Ac
i
qui isi ition a d
nd Medalli
llion Ac
i
qui isi ition.
l
All of our Treasu y
ry lo k
cks wer d
e desigignated as cash f
h flo
f
h
w h d
edges. At Dec. 31,
2024, and Dec. 31, 2023, we had no outstanding Treasury l
r
ock agreements.
Interest-rate swaps are agreements to exchange interest payments at some future point based on specified notional amounts.
EnLink previously entered into $400 million interest rate swaps
a
associated with the EnLink Revolving Credit Facility and the
EnLink AR Facility. In December 2024, EnLink terminated the $400 million interest rate swaps
a
upon repayment of
outstanding amounts under the EnLink Revolving Credit Facility and termination of the EnLink AR Facility. At Dec. 31, 2024,
and Dec. 31, 2023, we had no outstanding interest-rate swap a
a
greements.
See Note E of the Notes to Consolidated Financial Statements in this Annual Report for
f
more information on our hedging
activities.
COUNTERPARTY CREDIT RISK
We assess the creditworthiness of our counterpa
r
rties on an ongoing basis and require security, including prepayments, letters of
credit, liens and other forms of collateral, when appropriate. Certain of our counterpa
r
rties may be impacted by a relatively low
commodity price environment and could experience financial problems, which could result in nonpayment and/or
nonperformance, which could impact adversely our results of operations. As a result of our recent acquisitions, we now
transact with the counterpa
r
rties of EnLink and Medallion. A substantial portion of EnLink and Medallion counterpa
r
rties are
rated investment-grade by S&P or provide a letter of credit or other collateral.
Natural Gas Gathering and Processing - Our Natural Gas Gathering and Processing segment derives fees for services primarily
from major and independent crude
r
oil and natural gas producers, which include both large integrated and independent
exploration and production companies. In this segment, our downstream commodity sales customers are primarily utilities,
large industrial companies, marketing companies and our NGL affi
f liate. We are not typically exposed to material credit risk
with producers under fee with POP contracts as we sell the commodities and remit a portion of the sales proceeds back to the
producer less our contractua
t
l fee
f
s. In 2024, excluding EnLink, and 2023, approximately 85% and 90%, respectively, of the
downstream commodity sales in our Natural Gas Gathering and Processing segment were made to customers rated investment-
grade by S&P, appr
a
oved through comparable internal counterpa
r
rty analysis or were secured by letters of credit or other
collateral.
Natural Gas Liquids - Our Natural Gas Liquids segment’s counterpa
r
rties are primarily NGL and natur
t
al gas gathering and
processing companies; majo
a r and independent crude
r
oil and natural gas production companies; utilities; large industrial
companies; natural gasoline distributors; propane distributors; municipalities; and petrochemical, refin
f ing and marketing
companies. We charge fees to NGL and natur
t
al gas gathering and processing counterpa
r
rties and NGL pipeline transportation
customers. We are not typically exposed to material credit risk on the majority of our exchange services fees, as we purchase
NGLs fro
f
m our gathering and processing counterpa
r
rties and deduct our fee fro
f
m the amounts we remit. We also earn sales
revenue on the downstream sales of Purity NGLs. In 2024, excluding EnLink, and 2023, approximately 90% and 85%,
respectively of this segment’s commodity sales were made to customers rated investment-grade by S&P, approved through
comparable internal counterpa
r
rty analysis or were secured by letters of credit or other collateral. In addition, the majority of
our Natural Gas Liquids segment’s pipeline tariffs
f
provide us the abi
a lity to require security from shippers.
Natural Gas Pipe
i
lines - Our Natural Gas Pipelines segment’s customers are primarily local natural gas distribution companies,
electric-generation fac
f
ilities, large industrial companies, municipalities, producers, processors and marketing companies. In
2024, excluding EnLink, and 2023, approximately 90% of our revenues in this segment were from customers rated investment
grade by S&P, appr
a
oved through comparable internal counterpa
r
rty analysis or were secured by letters of credit or other
collateral. In addition, the majority of our Natural Gas Pipelines segment’s pipeline tariffs
f
provide us the abi
a lity to require
security from shippers.
Refin
e
ed Products and Crude - Our Refin
f ed Products and Crude segment’s customers include refiners, wholesalers, retailers,
traders, railroads, airlines and regional far
f m cooperatives. In 2024, excluding EnLink and Medallion, and the fourth quarter of
2023, app
a
roximately 70% of our revenues in this segment were from customers rated investment-grade by S&P, approved
through comparable internal counterpa
r
rty analysis or were secured by letters of credit, liens, or other collateral.
63

ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of ONEOK, Inc.
Opinions on the Fin
F
ancial Stat
t em
t
ents and Int
I
er
t
nal Con
C
trol over Fina
i
ncial Reporting
We have audited the accompanying consolidated balance sheets of ONEOK, Inc. and its subs
u
idiaries (the "Company") as of
December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of equity and of
cash flo
f ws for each of the three years in the period ended December 31, 2024, including the related notes (collectively refer
f red
to as the "consolidated financial statements"). We also have audited the Company's internal control over fin
f ancial reporting as
of December 31, 2024, based on criteria established in Internal Contro
t
l - Integr
e
ated Framework
r (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements refer
f red to above
a
present fai
f rly, in all material respects, the fin
f ancial
position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flo
f ws for each of the
three years in the period ended December 31, 2024 in confor
f
mity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effe
f ctive internal control over
financial reporting as of December 31, 2024, based on criteria established in Internal Contro
t
l - Integr
e
ated Framework
r (2013)
issued by the COSO.
Basis f
i
or
f
Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effe
f ctive internal
control over fin
f ancial reporting, and for
f
its assessment of the effe
f ctiveness of internal control over fin
f ancial reporting, included
in Management’s Report on Internal Control over Financial Reporting appe
a
aring under Item 9A. Our responsibility is to
express opinions on the Company’s consolidated financial statements and on the Company's internal control over fin
f ancial
reporting based on our audits. We are a public accounting fir
f m registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the appl
a
icable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonabl
a e assurance about
a
whether the consolidated financial statements are free of material misstatement,
whether due
d
to error or fra
f ud, and whether effe
f ctive internal control over fin
f ancial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedur
d
es to assess the risks of material misstatement
of the consolidated financial statements, whether due
d
to error or fra
f ud, and performing procedur
d
es that respond to those risks.
Such procedur
d
es included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over fin
f ancial reporting included obtaining an understanding of internal control over fin
f ancial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedur
d
es as we considered necessary in the
circumstances. We believe that our audits provide a reasonabl
a e basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded EnLink
Midstream, LLC (“EnLink”) and Medallion Midstream, LLC (“Medallion”) fro
f
m its assessment of internal control over
financial reporting as of December 31, 2024, because they were acquired by the Company in purchase business combinations
during 2024. We have also excluded EnLink and Medallion fro
f
m our audit of internal control over fin
f ancial reporting. EnLink
and Medallion are consolidated subs
u
idiaries whose total assets and total revenues excluded fro
f
m management’s assessment and
our audit of internal control over fin
f ancial reporting represent approximately 20% and 3% of total assets, respectively and
approximately 7% and 1% of total revenues, respectively, of the related consolidated financial statement amounts as of and for
the year ended December 31, 2024.
64

Defi
e ni
i
tio
i
n and Limita
i
tions of Internal Contro
t
l over Fin
F
ancial Repor
e
ting
A company’s internal control over fin
f ancial reporting is a process designed to provide reasonabl
a e assurance regarding the
reliabi
a lity of financial reporting and the preparation of fin
f ancial statements for external purpos
r
es in accordance with generally
accepted accounting principles. A company’s internal control over fin
f ancial reporting includes those policies and procedur
d
es
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fai
f rly refle
f ct the transactions and
dispositions of the assets of the company; (ii) provide reasonabl
a e assurance that transactions are recorded as necessary to permit
preparation of fin
f ancial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonabl
a e assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the fin
f ancial statements.
Because of its inherent limitations, internal control over fin
f ancial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to fut
f ur
t
e periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedur
d
es may deteriorate.
Critical Audit M
i
at
M te
t rs
The critical audit matter communicated below is a matter arising fro
f
m the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subj
u ective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Acquisi
i tion of E
o
nL
E
ink Mid
M st
d re
t
am, LLC – Val
V uation of P
o
ipelines, Right
g s-
t of-Wa
f
y a
a
nd Processing Plantst
As described in Note B to the consolidated financial statements, on October 15, 2024, the Company completed the acquisition
of a controlling interest in EnLink by acquiring GIP’s interest in EnLink consisting of appr
a
oximately 43% of the outstanding
EnLink Units for $14.90 in cash per unit and 100% of the outstanding limited liabi
a lity company interests in the managing
member of EnLink for $300 million, for a total cash consideration of $3.3 billion. The acquisition resulted in the recognition of
$11.4 billion of property, plant and equipment (PP&E), a significant portion of which relates to pipelines, rights-of-w
f
ay, and
processing plants. The acquisition was accounted for using the acquisition method of accounting for
f
business combinations,
which requires, among other things, assets acquired and liabi
a lities assumed to be recorded at their fai
f r values on the acquisition
date. As disclosed by management, in order to estimate the fai
f r value of assets acquired and liabi
a lities assumed, management
utilized valuation techniques that included discounted cash flow and cost methods. The discounted cash flo
f w method utilizes
assumptions that include, but are not limited to, estimated fut
f ur
t
e cash flo
f ws, discount rates appl
a
ied to estimated fut
f ur
t
e cash
flows and commodity margin growth rates. Cost methods estimate the fair value of assets based on the estimated construc
r
tion
or replacement cost of the assets and require the use of various inputs and assumptions.
The principal considerations for our determination that performing procedur
d
es relating to the valuation of pipelines, rights-of-f
way, and processing plants acquired in the acquisition of EnLink is a critical audit matter are (i) the significant judgment by
management when developing the fai
f r value estimate of the pipelines, rights-of-w
f
ay, and processing plants acquired; (ii) a high
degree of auditor judgment, subj
u ectivity, and effo
f
rt in performing procedur
d
es and evaluating management’s significant
assumptions related to discount rates and commodity margin growth rates used in the discounted cash flo
f w method and
estimated construc
r
tion or replacement cost used in the cost method; and (iii) the audit effort involved the use of professionals
with specialized skill and knowledge.
Addressing the matter involved performing procedur
d
es and evaluating audit evidence in connection with forming our overall
opinion on the consolidated fin
f ancial statements. These procedur
d
es included testing the effe
f ctiveness of controls relating to the
acquisition accounting, including controls over management’s valuation of the pipelines, rights-of-w
f
ay, and processing plants
acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process
for developing the fai
f r value estimate of the pipelines, rights-of-w
f
ay, and processing plants acquired; (iii) evaluating the
appropriateness of the discounted cash flo
f ws and cost methods used by management; (iv) testing the completeness and
accuracy of underlying data used in the discounted cash flow and cost methods; and (v) evaluating the reasonabl
a eness of the
significant assumptions used by management related to discount rates and commodity margin growth rates used in the
discounted cash flo
f w method and the estimated construc
r
tion or replacement cost used in the cost method. Evaluating
management’s assumptions related to the commodity margin growth rates involved evaluating whether the assumptions used by
management were reasonabl
a e considering (i) the current and past performance of EnLink and (ii) whether the assumptions were
65

consistent with evidence obtained in other areas of the audit. Profes
f
sionals with specialized skill and knowledge were used to
assist in evaluating (i) the appropriateness of the discounted cash flow and cost methods and (ii) the reasonabl
a eness of the
assumptions related to discount rates, commodity margin growth rates, and estimated construc
r
tion or replacement cost.
s/ PricewaterhouseCoopers LLP
Tulsa, Oklahoma
Februa
r
ry 25, 2025
We have served as the Company’s auditor since 2007.
66

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
Years Ended Dec. 31,
2024
2023
2022
(Millions of dollars, except per share amountst )
Revenues
Commodity sales
$
17,780
$
15,614
$
20,976
Services and other
3,918
2,063
1,411
Total revenues (Note R)
21,698
17,677
22,387
Cost of sales and fuel (exclusive of items shown separately below)
13,311
11,929
17,910
Operations and maintenance
2,162
1,319
958
Depreciation and amortization
1,134
769
626
General taxes
334
216
191
Transaction costs (Note B)
73
158
—
Other operating income, net (Notes B and C)
(305)
(786)
(105)
Operating income
4,989
4,072
2,807
Equity in net earnings from investments (Note O)
439
202
148
Other income (expense), net
53
89
(29)
Interest expense (net of capitalized interest of $62, $43 and $57, respectively)
(1,371)
(866)
(676)
Income before income taxes
4,110
3,497
2,250
Income taxes (Note N)
(998)
(838)
(528)
Net income
3,112
2,659
1,722
Less: Net income attributable to noncontrolling interests
(77)
—
—
Net income attributable to ONEOK
3,035
2,659
1,722
Less: Prefer
f red stock dividends
1
1
1
Net income available to common shareholders
$
3,034
$
2,658
$
1,721
Basic EPS (Note K)
$
5.19
$
5.49
$
3.85
Diluted EPS (Note K)
$
5.17
$
5.48
$
3.84
Average shares (millions)s
Basic
584.6
484.3
447.5
Diluted
586.5
485.4
448.4
See accompanying Notes to Consolidated Financial Statements.
ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended Dec. 31,
2024
2023
2022
(Millions of dollars)
Net income
$
3,112
$
2,659
$
1,722
Other comprehensive income (loss), net of tax
Change in fair value of derivatives, net of tax of $16, $(46) and $(28), respectively
(53)
155
93
Derivative amounts reclassified to net income, net of tax of $5, $21 and $(60),
respectively
(16)
(66)
201
Changes in benefit
f
plan obligations and other, net of tax of $(2), $3 and $(21),
respectively
6
(14)
69
Total other comprehensive income (loss), net of tax
(63)
75
363
Comprehensive income
3,049
2,734
2,085
Less: Comprehensive income attributable to noncontrolling interests
(77)
—
—
Comprehensive income attributable to ONEOK
$
2,972
$
2,734
$
2,085
See accompanying Notes to Consolidated Financial Statements.
67

ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
Dec. 31,
2024
2023
Assets
(Millions of dollars)
Current assets
Cash and cash equivalents
$
733
$
338
Accounts receivabl
a e, net
2,326
1,705
Inventories
748
639
Other current assets
431
426
Total current assets
4,238
3,108
Property, plant and equipment
Property, plant and equipment
52,274
38,454
Accumulated depreciation and amortization
6,339
5,757
Net property, plant and equipment (Note F)
45,935
32,697
Other assets
Investments in unconsolidated affi
f liates (Note O)
2,316
1,874
Goodwill (Note G)
8,091
4,952
Intangible assets, net (Note G)
3,039
1,316
Other assets
450
319
Total other assets
13,896
8,461
Total assets
$
64,069
$
44,266
Liabilities and equity
Current liabilities
Current maturities of long-term debt (Note H)
$
1,059
$
484
Accounts payable
2,187
1,564
Commodity imbalances
260
244
Accrue
r
d taxes
221
215
Accrue
r
d interest
511
381
Other current liabi
a lities
481
564
Total current liabi
a lities
4,719
3,452
Long-term debt, excluding current maturities (Note H)
31,018
21,183
Deferred credits and other liabilities
Deferred income taxes (Note N)
5,451
2,594
Other defer
f red credits
748
553
Total defer
f red credits and other liabi
a lities
6,199
3,147
Commitments and contingencies (Note P)
Equity (Note I)
Prefer
f red stock, $0.01 par value:
authorized and issued 20,000 shares at Dec. 31, 2024, and at Dec. 31, 2023
—
—
Common stock, $0.01 par value:
authorized 1,200,000,000 shares; issued 609,713,834 shares and outstanding
583,110,633 shares at Dec. 31, 2024; issued 609,713,834 shares and outstanding 583,093,100
shares at Dec. 31, 2023
6
6
Paid-in capital
16,354
16,320
Accumulated other comprehensive loss
(96)
(33)
Retained earnings
1,579
868
Treasury s
r
tock, at cost: 26,603,201 shares at Dec. 31, 2024, and 26,620,734 shares at Dec. 31, 2023
(807)
(677)
Total ONEOK shareholders’ equity
17,036
16,484
Noncontrolling interests in consolidated subs
u
idiaries
5,097
—
Total equity
22,133
16,484
Total liabi
a lities and equity
$
64,069
$
44,266
y
See accompanying Notes to Consolidated Financial Statements.
68

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended Dec. 31,
2024
2023
2022
(Millions of dollars)
Operating activities
Net income
$
3,112
$
2,659
$
1,722
Adju
d stments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
1,134
769
626
Equity in net earnings from investments (Note O)
(439)
(202)
(148)
Distributions received fro
f
m unconsolidated affi
f liates
390
202
147
Deferred income taxes (Note N)
889
829
464
Gain on sale of business (Note B)
(227)
—
—
Medfor
f
d settlement gain (Note C)
—
(779)
—
Medfor
f
d settlement proceeds (Note C)
—
502
61
Other, net
72
83
92
Changes in assets and liabi
a lities:
Accounts receivabl
a e
49
107
(148)
Inventories, net of commodity imbalances
17
118
(62)
Accounts payable
114
(62)
(26)
Risk-management assets and liabi
a lities
(58)
96
197
Other assets and liabi
a lities, net
(165)
99
(19)
Cash provided by operating activities
4,888
4,421
2,906
Investing activities
Capi
a tal expenditures (less allowance for
f
equity funds used during construc
r
tion)
(2,021)
(1,595)
(1,202)
Cash paid for acquisitions, net of cash acquired (Note B)
(5,829)
(5,015)
—
Proceeds fro
f
m the sale of business (Note B)
1,200
—
—
Purchases of and contributions to unconsolidated affi
f liates (Note O)
(111)
(207)
(3)
Distributions received fro
f
m unconsolidated affi
f liates in excess of cumulative earnings
52
50
20
Medfor
f
d settlement proceeds (Note C)
—
328
39
Other, net
97
35
7
Cash used in investing activities
(6,612)
(6,404)
(1,139)
Financing activities
Dividends paid
(2,313)
(1,839)
(1,672)
Issuance of long-term debt, net of discounts (Note H)
7,094
5,298
869
Repayment of long-term debt (Note H)
(2,003)
(1,300)
(896)
Debt financing costs
(67)
(71)
(8)
Repurchase of common stock (Note I)
(159)
—
—
Repurchase of EnLink’s Series C Prefer
f red Units
(365)
—
—
Other, net
(68)
13
14
Cash provided by (used in) fin
f ancing activities
2,119
2,101
(1,693)
Change in cash and cash equivalents
395
118
74
Cash and cash equivalents at beginning of period
338
220
146
Cash and cash equivalents at end of period
$
733
$
338
$
220
Suppl
u
emental cash flo
f w infor
f
mation:
Cash paid for interest, net of amounts capitalized
$
1,297
$
653
$
582
Cash paid for income taxes, net of refunds
$
102
$
37
$
59
e accompanying Notes to Consolidated Financial Statements.
69

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
ONEOK Shareholders’ Equity
Preferred
f
Stock
Common
Stock
Paid-in
Capital
AOCL*
Retained
Earnings
Treasury
Stock
Noncontrolling
Interest
Total Equity
(Millions of dollars)
Jan. 1, 2022
$
— $
5 $
7,214 $
(471) $
— $
(732) $
— $
6,016
Net income
—
—
—
—
1,722
—
—
1,722
Other comprehensive income
—
—
—
363
—
—
—
363
Prefer
f red stock dividends - $55.00
per share (Note I )
—
—
—
—
(1)
—
—
(1)
Common stock issued
—
—
13
—
—
26
—
39
Common stock dividends - $3.74
per share (Note I )
—
—
—
—
(1,671)
—
—
(1,671)
Other, net
—
—
26
—
—
—
—
26
Dec. 31, 2022
—
5
7,253
(108)
50
(706)
—
6,494
Net income
—
—
—
—
2,659
—
—
2,659
Other comprehensive income
—
—
—
75
—
—
—
75
Prefer
f red stock dividends - $55.00
per share (Note I )
—
—
—
—
(1)
—
—
(1)
Magellan Acquisition
consideration (Note B)
1
9,061
—
—
—
—
9,062
Common stock issued
—
—
9
—
—
29
—
38
Common stock dividends - $3.82
per share (Note I )
—
—
—
—
(1,839)
—
—
(1,839)
Other, net
—
—
(3)
—
(1)
—
—
(4)
Dec. 31, 2023
—
6
16,320
(33)
868
(677)
—
16,484
Net income
—
—
—
—
3,035
—
77
3,112
Other comprehensive loss
—
—
—
(63)
—
—
—
(63)
Prefer
f red stock dividends - $55.00
per share (Note I )
—
—
—
—
(1)
—
—
(1)
Common stock issued
—
—
25
—
—
42
—
67
Common stock dividends - $3.96
per share (Note I )
—
—
—
—
(2,318)
—
—
(2,318)
Repurchases of common stock
(Note I)
—
—
—
—
—
(172)
—
(172)
Acquisition of EnLink
noncontrolling interest (Note B)
—
—
—
—
—
—
5,076
5,076
Distributions to noncontrolling
interests
—
—
—
—
—
—
(66)
(66)
Contributions from noncontrolling
interests
—
—
—
—
—
—
3
3
Other, net
—
—
9
—
(5)
—
7
11
Dec. 31, 2024
$
— $
6 $
16,354 $
(96) $
1,579 $
(807) $
5,097 $
22,133
*Accumulated other comprehensive loss
See accompanying Notes to Consolidated Financial Statements.
70

ONEOK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations - We are a corpor
r
ation incorpor
r
ated under the laws of the state of Oklahoma.
Our Natur
t
al Gas Gathering and Processing segment provides midstream services to producers in the Rocky M
k
ountain region,
the Mid-Continent region, the Permian Basin region and the the North Texas region. Raw natur
t
al gas is typically gathered at
the wellhead, compressed and transported through pipelines to our processing facilities. Most raw natur
t
al gas produced at the
wellhead also contains a mixture of NGL components, including ethane, propane, iso-butane, normal butane and natural
gasoline. Gathered wellhead natur
t
al gas is directed to our processing plants to remove NGLs, resulting in residue
d
natural gas
(primarily methane). Residue
d
natural gas is then recompressed and delivered to natural gas pipelines, storage facilities and end
users. The NGLs separated from the raw natur
t
al gas are delivered through NGL pipelines to fractionation faci
f
lities for
f
further
processing.
In our Natural Gas Liquids segment, NGLs are extracted at our own and third-party natur
t
al gas processing plants and are
gathered by our NGL gathering pipelines. Gathered NGLs are directed to our downstream fractionators to be separated into
Purity NGLs. Purity NGLs are stored or distributed to our customers, such as petrochemical companies, propane distributors,
diluent users, ethanol producers, refineries and exporters. We provide midstream services to producers of NGLs in the Rocky
k
Mountain region, Mid-Continent region, Permian Basin and Gulf Coast region (including Louisiana) and deliver those products
to the market. Our primary markets include the Mid-Continent in Conway, Kansas, the Gulf Coast in Mont Belvieu, Texas,
Louisiana and the uppe
u
r Midwest. The majo
a rity of the pipeline-connected natural gas processing plants in the Williston Basin,
Oklahoma, Kansas and the Texas Panhandle as well as a large number in the Permian Basin, Barnett Shale, East Texas and
Louisiana regions are connected to our NGL gathering systems.
In our Natural Gas Pipelines segment, we receive residue natural gas from third parties and our own natur
t
al gas processing
plants and interconnecting pipelines. Residue
d
natural gas is transported or stored for
f
end users, such as large industrial
customers, natural gas and electric utilities serving commercial and residential consumers and can ultimately reach international
markets through liquified natural gas exports (Louisiana Gulf Coast) and cross border pipelines. Our assets are connected to
key supply areas and demand centers, including export markets in Mexico via Roadrunne
r
r and suppl
u
y areas in Canada and the
United States via our interstate and intrastate natur
t
al gas pipelines and Northern Border, which enabl
a es us to provide essential
natural gas transportation and storage services. Growing demand from data centers and continued demand fro
f
m local
distribution companies, electric-generation faci
f
lities and large industrial companies suppor
u
t low-cost expansions that position us
well to provide additional services to our customers when needed.
Our Refin
f ed Produc
d
ts and Crude segment is principally engaged in the transportation, storage and distribution of Refin
f ed
Products and crude oil. As a result of the EnLink Acquisitions and the Medallion Acquisition, we are also engaged in the
gathering of crude oil. Crude
r
oil pipelines gather and transport crude oil to refin
f eries, export faci
f
lities and demand centers.
Throughout our distribution system, terminals play a key role in faci
f
litating product movements and marketing by providing
storage, distribution, blending and other ancillary services. Products transported on our Refined Products pipeline system
include gasoline, distillates, aviation fue
f
l and certain NGLs. Shipments originate on our Refined Products pipeline system from
f
direct connections to refineries or through interconnections with other pipelines or terminals for
f
transportation and ultimate
distribution to retail fue
f
ling stations, convenience stores, travel centers, railroads, airpor
r
ts and other end users.
Basis of Presentation - Our accompanying Consolidated Financial Statements have been prepared pursuant to the rules and
regulations of the SEC. These statements have been prepared in accordance with GAAP.
Consolidation - Our Consolidated Financial Statements include our accounts and the accounts of our subs
u
idiaries over which
we have control or are the primary beneficiary.
r
Third party ownership interests in our controlled subsidiaries are presented as
noncontrolling interests. All intercompany balances and transactions have been eliminated in consolidation.
We account for investments where we control the investment using the consolidation method of accounting. Under this
method, we consolidate all assets and liabi
a lities of an investment on our Consolidated Balance Sheets and record noncontrolling
interests for
f
the portion of the investment we do not own. We include all of the investment’s results of operations on our
Consolidated Statement of Income and record income attributable to noncontrolling interests for the portion of the investment
that we do not own. Our noncontrolling interests for the year ended Dec. 31, 2024, are composed of approximately 57% of
outstanding EnLink Units we did not own, Series B Preferred Units and the partially owned consolidated subs
u
idiaries of
EnLink.
71

See Note I for disclosures of our noncontrolling interests.
Investments in unconsolidated affi
f liates are accounted for using the equity method if we have the abi
a lity to exercise significant
influence over operating and fin
f ancial policies of our investee. Under this method, an investment is carried at its acquisition
cost and adjusted each period for contributions made, distributions received and our share of the investee’s comprehensive
income. The difference between the carrying value of an investment and our share of the investment’s underlying equity in net
assets is referred to as a basis diffe
f rence. Basis diffe
f rences related to depreciable or amortizable assets are amortized through
equity in net earnings from investments. The premium or excess cost over underlying fair value of net assets is referred to as
equity-method goodwill. The portion of the basis diffe
f rence that is attributable to our equity-method goodwill is not amortized.
Impairment of equity investments is recorded when the impairments are other than temporary.
r
These amounts are recorded as
investments in unconsolidated affi
f liates on our accompanying Consolidated Balance Sheets.
See Note O for disclosures of our unconsolidated affi
f liates.
Distributions paid to us from our unconsolidated affi
f liates are classified as operating activities on our Consolidated Statements
of Cash Flows until the cumulative distributions exceed our proportionate share of income fro
f
m the unconsolidated affi
f liate
since the date of our initial investment. The amount of cumulative distributions paid to us that exceeds our cumulative
proportionate share of income in each period represents a retur
t
n of investment and is classified as an investing activity on our
Consolidated Statements of Cash Flows.
Variable Interest Entities (VIE) - We evaluate all legal entities in which we hold an ownership interest to determine if the
entity is a VIE. Variabl
a e interests are ownership interests in an entity that change with changes in the fair value of the VIE’s
assets. When we conclude that we hold an interest in a VIE, we must determine if we are the entity’s primary beneficiary.
r
A
primary b
r
enefic
f iary is deemed to have the power to direct the activities of the VIE that most significantly impact the VIE’s
economic performance. We consolidate any VIE when we determine that we are the primary beneficiary.
r
Significant judgment is exercised in determining that a legal entity is a VIE and in evaluating our interest in a VIE. We use
primarily a qualitative analysis to determine if an entity is a VIE. We evaluate our interests in a VIE to determine whether we
are the primary beneficiary.
r
We continually monitor our interests in legal entities for
f
changes in the design or activities of an
entity and changes in our interests, including our status
t
as the primary beneficiary t
r
o determine if the changes require us to
revise our previous conclusions.
See Note J for our VIE disclosures.
Use of 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
affe
f ct the reported amounts on our Consolidated Financial Statements. Items that may be estimated include, but are not limited
to, the economic useful
f
life o
f
f assets, fai
f r value of assets, liabi
a lities and equity-method investments, obligations under employee
benefit plans, allowance for
f
credit losses, expenses for services received but for which no invoice has been received, provision
for income taxes, including any defer
f red tax valuation allowances, the results of litigation, environmental remediation and
various other recorded or disclosed amounts. In addition, a portion of our revenues and cost of sales and fuel are recorded
based on current month prices and estimated volumes. The estimates are reversed in the following month when we record
actua
t
l volumes.
We evaluate our estimates on an ongoing basis using historical experience, consultation with experts and other methods we
consider reasonabl
a e based on the particular circumstances. Nevertheless, actua
t
l results may diffe
f r significantly from the
estimates. Any effects on our financial position or results of operations from revisions to these estimates are recorded in the
period when the fac
f
ts that give rise to the revision become known.
Fair Value Measurements - 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
f
of a liabi
a lity in an orderly transaction at the measurement date. We measure the fair value of a group of financial assets
and liabi
a lities consistent with how a market participant would price the net risk exposure at the measurement date.
Most of the contracts in our derivative portfol
f io are executed in liquid markets where price transparency exists. Our financial
commodity derivatives are primarily settled through a NYMEX or Intercontinental Exchange clearing broker account with daily
margin requirements. We validate our valuation inputs with third-party information and settlement prices from other sources,
where available.
72

We compute the fair value of our derivative portfol
f io by discounting the projected future cash flo
f ws from our derivative assets
and liabi
a lities to present value using interest-rate yields to calculate present-value discount factors derived from the implied
forward SOFR yield curve. The fai
f r value of our forward-starting interest-rate swaps is determined using fin
f ancial models that
incorporate the implied for
f
ward SOFR yield curve for the same period as the fut
f ur
t
e interest-rate swap settlements. We consider
current market data in evaluating counterpa
r
rties’, as well as our own, nonperformance risk, net of collateral, by using
counterpa
r
rty-specific bond yields. Although we use our best estimates to determine the fair value of the derivative contracts we
have executed, the ultimate market prices realized could diffe
f r materially from our estimates.
Fair Value Hierarchy - At each balance sheet date, we utilize a fai
f r value hierarchy to classify fair value amounts recognized or
disclosed in our financial statements based on the observabi
a lity of inputs used to estimate such fair value. The levels of the
hierarchy are described below:
•
Level 1 - fair value measurements are based on unadjusted quoted prices for identical securities in active markets.
These balances are composed predominantly of exchange-traded derivative contracts for
f
natural gas, Refin
f ed Products
and crude oil.
•
Level 2 - fair value measurements are based on significant observabl
a e pricing inputs, including quoted prices for
similar assets and liabi
a lities in active markets and inputs fro
f
m third-party pricing services suppor
u
ted with corroborative
evidence. These balances are composed of exchange cleared and over-the-counter derivatives to hedge natural gas,
NGLs, Refined Products and crude oil price risk and over-the-counter interest-rate derivatives.
•
Level 3 - fair value measurements are based on inputs that may include one or more unobservabl
a e inputs.
Determining the appropriate classification of our fair value measurements within the fai
f r value hierarchy requires
management’s judgment regarding the degree to which market data is observabl
a e or corroborated by observabl
a e market data.
We categorize derivatives based on the lowest level input that is significant to the fair value measurement in its entirety.
See Note D for our fair value measurements disclosures.
Cash and Cash Equivalents - Cash equivalents consist of highly liquid investments, which are readily convertible into cash
and have original matur
t
ities of three months or less.
Revenue Recognition - Revenues are recognized when control of the promised goods or services is transfer
f red to our
customers in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or
services. Our payment terms vary by customer and contract type, including requiring payment befor
f
e products or services are
delivered to certain customers. However, the term between customer prepayments, completion of our performance obligations,
invoicing and receipt of payment due
d
is generally not significant.
Performance Obligations and Revenue Sources
g
- Revenue sources are disaggregated in Note S and are derived from commodity
sales and services revenues, as described below:
Commodity Sales (all segments) - We contract to deliver residue natural gas, unfra
f ctionated NGLs and/or Purity NGLs,
Refined Products, condensate and crude
r
oil to customers at a specified delivery p
r
oint. Our sales agreements may be daily or
longer-term contracts for
f
a specified volume. We consider the sale and delivery o
r
f each unit of a commodity an individual
performance obligation as the customer is expected to control, accept and benefit fro
f
m each unit individually. We record
revenue when the commodity is delivered to the customer as this represents the point in time when control of the produc
d
t is
transfer
f red to the customer. Revenue is recorded based on the contracted selling price, which is generally index-based and
settled daily or monthly. Occasionally, we sell unfra
f ctionated NGLs to customers at an index-based price less third-party
fractionation costs. These costs are included as a reduction to commodity sales revenue.
Services
Fee with POP c
O
ontra
t
cts w
t
ith p
t
roducer take-in-kind right
g st (Na
(
tural Gas Gathering and Processing segm
e
ent) - Under this type
of contract, we do not control the stream of unprocessed natur
t
al gas that we receive at the wellhead due to the producer’s take-
in-kind rights. We purchase a portion of the raw natur
t
al gas stream, charge fees
f
for providing midstream services, which
include gathering, treating, compressing and processing our customer’s natural gas. After performing these services, we retur
t
n
certain commodities to the producer, sell the remaining commodities and remit a portion of the commodity sales proceeds to the
producer less our contractua
t
l fee
f
s. Our performance obligation begins with delivery o
r
f raw natural gas to our system. This
service is treated as one performance obligation that is satisfied over time. We use the output
t
method based on delivery o
r
f
product to our system as the measure of progress, as our services are performed simultaneously.
73

Transpor
s
tation, exchange and terminal service contra
t
ctst (Na
(
tural Gas Liquids and Refin
e
ed Products and Crude segm
e
ents) -
Under this type of contract, we charge fees
f
for providing midstream services, which may include a bundled combination of one
or more of the fol
f lowing services: gathering, transporting, terminalling, fractionation or other ancillary services. Our
performance obligation begins with delivery o
r
f product to our system. These services represent a series of distinct services that
are treated as one performance obligation that is satisfied over time. We use the output
t
method based on delivery o
r
f product to
our system as the measure of progress, as our services are performed simultaneously. For transportation services under a tariff
on our transportation pipelines, fees are recorded when the product reaches its destination. We have certain contracts that
require counterpa
r
rties to ship a minimum volume over an agreed-upon time period, which are contracted as minimum dollar or
volume commitments. Revenue pursuant to these take-or-pay contracts is initially deferred and subs
u
equently recognized when
the customers utilize their committed volumes or when the likelihood of meeting the minimum volume commitment becomes
remote.
Storage contra
t
ctst (Na
(
tural Gas Liquids, Refin
f ed Products and Crude and Natural Gas Pipe
i
lines segm
e
ents) - We reserve a
stated storage capacity and inje
n ct/w
t
ithdraw/store commodities for our customer. As these services represent a stand-ready
obligation provided on a daily basis over the life o
f
f the agreement, the fix
f ed capacity reservation fees
f
are allocated and evenly
recognized in revenue over the contract term. Capacity reservation fees that vary based on a stated or implied economic index
and correspond with the costs to provide our services are recognized in revenue as invoiced to our customers. We use the
output
t
method based on the passage of time to measure satisfaction of the performance obligation associated with our daily
stand-ready services. Other fees are recognized in revenue as those services are provided and are dependent on the volume
moved, which is at our customer’s discretion.
Firm service tra
t
nspor
s
tation contra
t
ctst (Na
(
tural Gas Pipe
i
lines segm
e
ent) - We reserve a stated transportation capa
a
city and
transport commodities for
f
our customer. The capacity reservation and transportation services are considered a bundled service,
as we integrate them into one stand-ready obligation provided on a daily basis over the life o
f
f the agreement and satisfied over
time. Fixed capacity reservation fees
f
are allocated and evenly recognized in revenue. Capacity reservation fees
f
that vary based
on a stated or implied economic index and correspond with the costs to provide our services are recognized in revenue based on
a daily effe
f ctive fee
f
rate. If the capa
a
city reservation fees
f
vary solely as a contract featur
t
e, contract assets or liabi
a lities are
recorded for the difference between the amount recorded in revenue and the amount billed to the customer. Transportation fees
f
are recognized in revenue as those services are provided and are dependent on the volume transported by our customer, which
is at our customer’s discretion. We use the output
t
method based on the passage of time to measure satisfaction of the
performance obligation associated with our daily stand-ready services.
Interruptible transpor
s
tation contra
t
ctst (Na
(
tural Gas Pipe
i
lines segme
g
nt) - We agree to transport natur
t
al gas on our pipelines
between the customer’s specified nominated-receipt and delivery p
r
oints if capacity is availabl
a e after satisfying fir
f m
transportation service obligations. The transaction price is based on the transportation fees
f
times the volumes transported. We
use the output
t
method based on delivery o
r
f product to the customer to measure satisfaction of the performance obligation. The
total consideration for
f
delivered volumes is recorded in revenue at the time of delivery,
r
when the customer obtains control.
Many of the contract types described above contain additional fees
f
or charges payable by customers for
f
nonperformance (e.g.,
minimum volume commitments or product specifications), which are considered to be variable consideration. These fee
f
s and
charges are not recorded until it is probabl
a e that a significant reversal of the associated revenue will not occur.
Receivables from Customersr - Substantially all of the balances in accounts receivabl
a e on our Consolidated Balance Sheet at
Dec. 31, 2024, relate to customer receivabl
a es. Substantially all of the balances in accounts receivabl
a e on our Consolidated
Balance Sheet at Dec. 31, 2023, related to customer receivabl
a es, excluding the insurance receivabl
a e related to the legal
proceeding described in Note P.
See Note R for our revenue disclosures.
Contract Assets and Contract Liabilities - Contract assets and contract liabilities are recorded when the amount of revenue
recognized from a contract with a customer diffe
f rs from the amount billed to the customer and recorded in accounts receivabl
a e.
Our contract asset balances at the beginning and end of the period primarily relate to our firm service transportation contracts
with tiered rates, which are not material. Our contract liabi
a lities primarily represent defer
f red revenue on Refined Products and
crude
r
transportation contracts and NGL storage contracts for
f
which revenue is recognized over a one-year term, and defer
f red
revenue on contributions in aid of construc
r
tion received fro
f
m customers for which revenue is recognized over the contract
periods, which range fro
f
m one year to 17 years, contract liabilities are not material.
Cost of Sales and Fuel - Cost of sales and fue
f
l primarily includes (i) the cost of purchased commodities, including natural gas,
NGLs, Refin
f ed Products, condensate and crude
r
oil, (ii) fees incurred for
f
third-party transportation, fractionation and storage of
74

commodities, (iii) fuel and power costs incurred to operate our own faci
f
lities that gather, process, transport and store
commodities, (iv) product gains and losses and (v) an offse
f
t fro
f
m the contractua
t
l fees
f
deducted fro
f
m the cost of purchased
commodities under the contract types below:
Fee with POP c
O
ontracts with no producer take-in-kind right
g s (
t
Na
(
tural Gas Gathering and Processing segm
e
ent) - We purchase
raw natur
t
al gas and charge contractua
t
l fees
f
for providing midstream services, which include gathering, treating, compressing
and processing the producer’s natural gas. After performing these services, we sell the commodities and return a portion of the
commodity sales proceeds to the producer less our contractua
t
l fees
f
.
Purchase with fee (Na
(
tural Gas Liquids segm
e
ent) - Under this type of contract, we purchase raw, unfra
f ctionated NGLs at an
index price and charge fee
f
s for
f
providing midstream services, which may include a bundled combination of gathering,
transporting and/or fractionation.
Operations and Maintenance - Operations and maintenance primarily includes (i) payroll and benefit costs, (ii) third-party
costs for
f
operations, maintenance and integrity management, regulatory c
r
ompliance and environmental and safety, and
(iii) other business-related service costs.
Accounts Receivable - Accounts receivable represent valid claims against nonaffiliated customers for products sold or services
rendered. We present accounts receivabl
a e net of an allowance for
f
credit losses to refle
f ct the net amount expected to be
collected. We assess the creditworthiness of our counterpa
r
rties on an ongoing basis and require security, including
prepayments and other for
f
ms of collateral, when appropriate. Outstanding customer receivabl
a es are reviewed regularly for
possible nonpayment indicators, and allowances for credit losses are recorded based upon
u
management’s estimate of
collectability, current conditions and supportabl
a e for
f
ecasts at each balance sheet date. At Dec. 31, 2024, our allowance for
f
credit losses was not material.
Inventory - The values of current NGLs, natural gas, Refin
f ed Produc
d
ts and crude oil in storage are determined using the lower
of weighted-average cost or net realizable value. Materials and suppl
u
ies are valued at average cost.
Commodity Imbalances - In our Natural Gas Gathering and Processing, Natural Gas Liquids and Natur
t
al Gas Pipelines
segments, commodity imbalances represent amounts payable or receivabl
a e for
f
NGL exchange contracts and natural gas pipeline
imbalances and are valued at market prices. Under the majo
a rity of our NGL exchange agreements, we physically receive
volumes of unfra
f ctionated NGLs, including the risk of loss and legal title to such volumes, fro
f
m the exchange counterpa
r
rty. In
turn, we deliver Purity NGLs back to the customer and charge gathering, transportation and fractionation fees
f
. To the extent
that the volumes we receive under such agreements differ fro
f
m those we deliver, we record a net exchange receivabl
a e or
payabl
a e position with the counterpa
r
rties. These net exchange receivabl
a es and payables are generally settled with movements of
Purity NGLs rather than with cash. Natural gas pipeline imbalances are settled in cash or in-kind, subj
u ect to the terms of the
pipelines’ tariffs o
f
r by agreement.
In our Refined Products and Crude segment, commodity imbalances represent diffe
f rences in product volumes in our pipeline
systems and terminals, compared to the volumes of our customers’ inventories, as we do not take legal title to the majority of
the products on our pipeline systems and terminals. To the extent the product volumes differ fro
f
m the volumes of our
customers’ book inventories, we record adju
d stments to our product inventories. When product shortages cause a net short
inventory p
r
osition in a product, a liabi
a lity is recorded based on market prices. Refin
f ed Products and crude oil imbalances are
generally settled in-kind through product purchases and sales.
Derivatives and Risk Management - We utilize derivatives to reduce our market-risk exposure to commodity price and
interest-rate fluctuations and to achieve more predictabl
a e cash flo
f ws. We record all derivative instrum
r
ents at fair value, with
the exception of normal purchases and normal sales transactions that are expected to result in physical delivery.
r
Commodity
price and interest-rate volatility may have a significant impact on the fair value of derivative instrum
r
ents as of a given date.
The accounting for
f
changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies
as part of a hedging relationship and, if so, the reason for holding it.
75

The table below summarizes the various ways in which we account for our derivative instrum
r
ents and the impact on our
Consolidated Financial Statements:
Recognition and Measurement
Accounting Treatment
Balance Sheet
Income Statement
Normal purchases and
normal sales
- Fair value not recorded
- Change in fair value not recognized in earnings
Mark-to-market
- Recorded at fair value
- Change in fair value recognized in earnings
Cash flow hedge
- The gain or loss on the
derivative instrum
r
ent is reported initially as a
component of accumulated other
comprehensive income (loss)
- The gain or loss on the derivative instrum
r
ent is
reclassified out of accumulated other
comprehensive income (loss) into earnings when
the for
f
ecasted transaction affects earnings
Fair value hedge
- Recorded at fair value
- The gain or loss on the derivative instrum
r
ent is
recognized in earnings
- Change in fair value of the hedged item is
recorded as an adju
d stment to book value
- Change in fair value of the hedged item is
recognized in earnings
To reduce our exposure to flu
f ctua
t
tions in natural gas, NGLs, Refined Products, condensate and crude
r
oil prices, we periodically
enter into fut
f ur
t
es, for
f
ward purchases and sales, options or swap transactions in order to hedge anticipated purchases and sales of
natural gas, NGLs, Refined Products, condensate and crud
r
e oil. Treasury l
r
ocks and interest-rate swaps are used from time to
time to manage interest-rate risk. Under certain conditions, we designate our derivative instrum
r
ents as a hedge of exposure to
changes in fai
f r values or cash flo
f ws. We for
f
mally document all relationships between hedging instruments and hedged items,
as well as risk-management objectives and strategies for
f
undertaking various hedge transactions, and methods for assessing and
testing correlation and hedge effe
f ctiveness. We specific
f ally identify the for
f
ecasted transaction that has been designated as the
hedged item in a cash flo
f w hedge relationship. We assess hedging relationships at the inception of the hedge, and periodically
thereafte
f r, to determine whether the hedging relationship is, and is expected to remain, highly effective. We also document our
normal purchases and normal sales transactions that we expect to result in physical delivery a
r
nd that we elect to exempt from
derivative accounting treatment.
The realized revenues and purchase costs of our derivative instrum
r
ents not considered held for trading purpos
r
es and derivatives
that qualify a
f
s normal purchases or normal sales that are expected to result in physical delivery a
r
re reported on a gross basis.
Cash flows fro
f
m fut
f ur
t
es, for
f
wards, options and swaps
a
that are accounted for as hedges are included in the same category a
r
s the
cash flo
f ws from the related hedged items in our Consolidated Statements of Cash Flows.
See Notes D and E for
f
disclosures of our fair value measurements and risk-management and hedging activities, respectively.
Property, Plant and Equipment - Our properties are stated at cost, including AFUDC and capitalized interest. In some cases,
the cost of regulated property retired or sold, plus removal costs, less salvage, is charged to accumulated depreciation. Gains
and losses fro
f
m sales or transfer
f s of nonregulated properties or an entire operating unit or system of our regulated properties are
recognized in income. Maintenance and repairs are charged directly to expense.
The interest portion of AFUDC and capitalized interest represent the cost of borrowed funds
f
used to finance construc
r
tion
activities for
f
regulated and nonregulated projects, respectively. We capitalize interest costs during the construc
r
tion or upgr
u
ade
of qualifyi
f ng assets. These costs are recorded as a reduc
d
tion to interest expense. The equity portion of AFUDC represents the
capitalization of the estimated average cost of equity used during the construc
r
tion of major projects and is recorded in the cost
of our regulated properties and as a credit to the allowance for
f
equity funds used during construc
r
tion.
Our properties are depreciated using the straight-line method over their estimated useful lives. Generally, we estimate the
useful
f
lives of individual assets or apply depreciation rates to functional groups of property having similar economic lives. We
periodically conduct depreciation studies to assess the economic lives of our assets. For our regulated assets, these depreciation
studi
t
es are completed as a part of our rate proceedings or tariff filings, and the changes in economic lives, if appl
a
icable, are
implemented prospectively as of the approved effective date. For our nonregulated assets, if it is determined that the estimated
economic life c
f
hanges, the changes are made prospectively. Changes in the estimated economic lives of our property, plant and
equipment could have a material effe
f ct on our financial position or results of operations.
Property, plant and equipment on our Consolidated Balance Sheets includes construc
r
tion work in process for
f
capital proje
o cts
that have not yet been placed in service and therefore are not being depreciated. Assets are transferred out of construc
r
tion work
in process when they are subs
u
tantially complete and ready for their intended use.
See Note F for our property, plant and equipment disclosures.
76

Impairment of Goodwill and Long-Lived Assets, Including Intangible Assets and Equity Method Investments - 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 befor
f
e that time. Our qualitative goodwill impairment analysis performed as of July 1, 2024,
did not result in an impairment charge nor did our analysis reflect any reporting units at risk, and subs
u
equent to that date, no
event has occurred indicating that the implied fai
f r value of our reporting units are less than the carrying value of their net assets.
Goodwill - As part of our goodwill impairment test, we assess qualitative fact
f
ors (including macroeconomic conditions,
industry a
r
nd market considerations, cost fact
f
ors and overall financial performance) to determine whether it was more likely
than not that the fai
f r value of our reporting units are less than their carrying amount. If fur
f
ther testing is necessary, or a
quantitative test is elected, we perform a Step 1 analysis. In a Step 1 analysis, an assessment is made by comparing the fai
f r
value of a reporting unit with its carrying amount, including goodwill. If the carrying value of a reporting unit exceeds its fair
value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to
that reporting unit.
To estimate the fai
f r value of our reporting units, we use two generally accepted valuation appr
a
oaches, an income app
a
roach and
a market app
a
roach, using assumptions consistent with a market participant’s perspective. Under the income approach, we use
anticipated cash flo
f ws over a period of years plus a terminal value and discount these amounts to their present value using
appropriate discount rates. The for
f
ecasted cash flo
f ws are based on probabi
a lity weighted-average possible fut
f ur
t
e cash flo
f ws for
a reporting unit over a period of years. Under the market approach, we appl
a
y EBITDA multiples to for
f
ecasted EBITDA. The
multiples used are consistent with recent market transactions.
Long-lived assets - We assess our long-lived asset groups for impairment whenever events or changes in circumstances indicate
that an asset group’s carrying amount may not be recoverabl
a e. An impairment is indicated if the carrying amount of a long-
lived asset group exceeds the sum of the undiscounted future cash flo
f ws expected to result from the use and eventual
disposition of the asset group. If an impairment is indicated, we record an impairment loss equal to the difference between the
carrying value and the fair value of the long-lived asset group.
Investments in unconsolidat
d ed affilia
f
tes - The impairment test for equity-method investments considers whether the fai
f r value
of the equity investment as a whole, not the underlying net assets, has declined and whether that decline is other than
temporary.
r
Therefor
f
e, we periodically evaluate the amount at which we carry our equity-method investments to determine
whether current events or circumstances warrant adju
d stments to our carrying values.
See Notes F, G and O for
f
our disclosures and related impairment charges related to long-lived assets, goodwill and intangible
assets and investments in unconsolidated affi
f liates, respectively.
Leases - We lease certain buildings, warehouses, office space, land and equipment, including pipeline equipment, pipeline
capacity, rail cars and information technology equipment. In addition, as a result of the EnLink Controlling Interest
Acquisition, we acquired lessee arrangements that primarily include offi
f ce space, compression, field equipment and land.
Acquired office space lease arrangements typically include variable lease cost related to utility expenses, which are determined
based on our pro-rata share of building expenses each month and are expensed as incurred. Our lease payments are generally
straight-line and the exercise of lease renewal options, which vary in term, is at our sole discretion. We include renewal periods
in a lease term if we are reasonabl
a y certain to exercise availabl
a e renewal options. Our lease agreements do not include any
residual value guarantees or material restrictive covenants. We apply the short-term policy election, which allows us to exclude
from recognition leases with an initial term of 12 months or less. Our weighted-average discount rates represent the rate
implicit in the lease or our incremental borrowing rate for a term equal to the remaining term of the lease. Our fin
f ance lease
assets and liabi
a lities are not material.
Our lessor arrangements primarily include capa
a
city, storage and service contracts and are not material. We have made an
accounting policy election for
f
both our lessee and lessor arrangements to combine lease and non-lease components. This
election is appl
a
ied to all of our lease arrangements as our non-lease components do not result in significant timing diffe
f rences in
the recognition of rental expenses or income.
Regulation - Depending on the specific service provided, our natural gas transmission pipelines, NGL, Refin
f ed Products and
crude
r
oil pipelines and certain natural gas storage faci
f
lities are subj
u ect to rate regulation and/or accounting requirements by one
or more of the FERC, Oklahoma Corpor
r
ation Commission, Kansas Corporation Commission, Louisiana Public Service
Commission, Railroad Commission of Texas, Wyoming Public Service Commission and Colorado Public Utilities
Commission. Accordingly, portions of our Natural Gas Liquids and Natur
t
al Gas Pipelines segments follow the accounting and
reporting guidance for
f
regulated operations as defined pursuant to Financial Accounting Standards Board’s (FASB) Accounting
Standards Codification 980, Regulated Operations. During the rate-making process for
f
certain of our assets, regulatory
r
77

authorities set the fra
f mework for what we can charge customers for
f
our services and establish the manner that our costs are
accounted for, including allowing us to defer recognition of certain costs and permitting recovery of the amounts through rates
over time as opposed to expensing such costs as incurred. Certain examples of types of regulatory g
r
uidance include costs for
f
fuel and losses, acquisition costs, contributions in aid of construc
r
tion, charges for
f
depreciation, and gains or losses on
disposition of assets. This allows us to stabilize rates over time rather than passing such costs on to the customer for
f
immediate
recovery. Actions by regulatory a
r
uthorities could have an effect on the amounts we may charge our customers. Any diffe
f rence
in the amount recoverabl
a e and the amount deferred is recorded as income or expense at the time of the regulatory a
r
ction. A
write-off o
f
f regulatory a
r
ssets and costs not recovered may be required if all or a portion of the regulated operations have rates
that are no longer (i) establ
a ished by independent, third-party regulators and (ii) set at levels that will recover our costs when
considering the demand and competition for
f
our services.
Retirement and Other Postretirement Employee Benefit
f s - We have a legacy ONEOK defined benefit
f
retirement plan
covering certain employees and for
f
mer employees, as well as two defined benefit
f
pension plans for non-union and union legacy
Magellan employees. We sponsor legacy ONEOK welfar
f e plans that provide postretirement medical and life i
f
nsurance benefit
f s
to certain employees hired prior to 2017 who retire with at least five years of service of full-time consecutive service. We also
sponsor the postretirement benefit
f
obligations, which cover certain legacy Magellan employees. The expense and liability
related to these plans is calculated using statistical and other factors that attempt to anticipate fut
f ur
t
e events. These fact
f
ors
include assumptions about the discount rate, expected return on plan assets, rate of fut
f ur
t
e compensation increases, interest
credit rating, mortality and employment length. In determining the projected benefit obligations and costs, assumptions can
change from period to period and may result in changes in the costs and liabi
a lities we recognize.
See Note M for our retirement and other postretirement employee benefits
f
disclosures.
Income Taxes - Defer
f red income taxes are provided for
f
the diffe
f rence between the fin
f ancial statement and income tax basis of
assets and liabi
a lities and carryforward items based on income tax laws and rates existing at the time the temporary d
r
iffe
f rences
are expected to reverse. Generally, the effe
f ct of a change in tax rates on deferred tax assets and liabi
a lities is recognized in
income in the period that includes the enactment date of the rate change.
We utilize a more-likely-than-not recognition threshold and measurement attribute for
f
the fin
f ancial statement recognition and
measurement of a tax position that is taken or expected to be taken in a tax retur
t
n. We reflect penalties and interest as part of
income tax expense as they become applicable for tax provisions that do not meet the more-likely-than-not recognition
threshold and measurement attribute. For all periods presented, we had no uncertain tax positions that required the
establ
a ishment of a material reserve.
We utilize the “with-and-without” appr
a
oach for intra-period tax allocation for
f
purpos
r
es of allocating total tax expense (or
benefit) for the year among the various financial statement components.
We file numerous consolidated and separate income tax returns with fed
f
eral tax authorities of the United States along with the
tax authorities of several states. EnLink Midstream Operating, LP and EnLink Partners are both under fed
f
eral audit by the
Internal Revenue Service for the calendar years ended Dec. 31, 2019, and Dec. 31, 2020, and statute waivers are in place for
these years. At this time, we believe the audits will close without a material impact. No other ONEOK entity is under any
United States federal audits or statut
t e waivers at this time.
See Note N for our income tax disclosures.
Asset Retirement Obligations - Asset retirement obligations represent legal obligations associated with the retirement of long-
lived assets that result from the acquisition, construc
r
tion, development and/or normal use of the asset. Certain of our gathering
and processing and pipeline fac
f
ilities are subj
u ect to agreements or regulations that give rise to our asset retirement obligations
for removal or other disposition costs associated with retiring the assets in place upon the discontinued use of the assets. We
recognize the fai
f r value of a liabi
a lity for an asset retirement obligation in the period when it is incurred if a reasonabl
a e estimate
of the fai
f r value can be made. We are not able to estimate reasonabl
a y the fair value of the asset retirement obligations for
portions of our assets, primarily certain pipeline assets, because the settlement dates are indeterminable given our expected
continued use of the assets with proper maintenance. We expect our pipeline assets, for
f
which we are unabl
a e to estimate
reasonabl
a y the fair value of the asset retirement obligation, will continue in operation as long as suppl
u
y and demand for natur
t
al
gas, NGLs, Refin
f ed Products and crude oil exist. Based on the widespread use of these products in the medical, transportation,
synthetics and agriculture industries, as well as for residential and industrial customers and electric generation, we expect
suppl
u
y and demand to exist for
f
the for
f
eseeable future.
78

For assets in which we are able to make an estimate, the fair value of the liability is added to the carrying amount of the
associated asset, and this additional carrying amount is depreciated over the life o
f
f the asset. The liabi
a lity is accreted at the end
of each period through charges to operating expense. If the obligation is settled for
f
an amount other than the carrying amount
of the liabi
a lity, we will recognize a gain or loss on settlement.
h
Th d
e depre iciation a d
nd accretio e
n xpense are immaterial to our
Cons lolididat d
ed
i
Financial Statements.
Contingencies - Our accounting for
f
contingencies covers a variety of business activities, including contingencies for
f
legal and
environmental exposures. We accrue
r
these contingencies when our assessments indicate that it is probabl
a e that a liability has
been incurred or an asset will not be recovered, and an amount can be estimated reasonabl
a y. We expense legal fees as incurred
and base our legal liabi
a lity estimates on currently availabl
a e fac
f
ts and our estimates of the ultimate outcome or resolution.
Accrua
r
ls for estimated losses fro
f
m environmental remediation obligations generally are recognized no later than completion of
a remediation feas
f
ibility study.
t
Our expenditures for
f
environmental evaluation, mitigation, remediation and compliance to date
have not been material in relation to our financial position or results of operations, and our expenditures related to
environmental matters did not have a material effect on earnings or cash flo
f ws during 2024, 2023 and 2022. Actua
t
l results may
differ fro
f
m our estimates resulting in an impact, positive or negative, on earnings.
See Note P for additional discussion of contingencies.
Share-Based Payments - We expense the fair value of share-based payments net of estimated forfeitures. We estimate
forfeiture rates based on historical for
f
feitures under our share-based payment plans.
See Note L for our share-based payments disclosures.
Earnings per Common Share - Basic EPS is calculated based on the daily weighted-average number of shares of common
stock outstanding during the period, vested restricted and performance units that have been deferred and share awards deferred
under the compensation plan for
f
non-employee directors. Diluted EPS is calculated based on the daily weighted-average
number of shares of common stock outstanding during the period plus potentially dilutive components. The dilutive
components are calculated based on the dilutive effec
f
t for
f
each quarter. For fiscal-year periods, the dilutive components for
f
each quarter are averaged to arrive at the fis
f cal year-to-date dilutive component.
See Note K for our EPS disclosures.
Segment Reporting - In accordance with the “Segment Reporting” Topic 280, our chief operating decision-maker has been
identified as the chief executive offic
f er, who reviews the financial performance of each of our four segments to make decisions
about allocating resources and assessing our financial performance as a whole, on a regular basis. Adju
d sted EBITDA by
segment is the single measure of profit and loss utilized in this evaluation by our chief executive officer and is provided through
monthly and quarterly review packages. Forecasted and actual adju
d sted EBITDA is used in the evaluation and approval of
capital proje
o cts. We believe this fin
f ancial measure is useful because it and similar measures are used by many companies in our
industry a
r
s a measurement of fin
f ancial performance and are commonly employed by fin
f ancial analysts and others to evaluate
our financial performance and to compare financial performance among companies in our industry.
r
Adju
d sted EBITDA for each
segment is defin
f ed as net income adjusted for
f
interest expense, depreciation and amortization, noncash impairment charges,
income taxes, noncash compensation expense, and certain other noncash items. Following the Magellan Acquisition, we
performed a review of our calculation methodology of adju
d sted EBITDA, and beginning in 2023, we updated our calculation to
include adju
d sted EBITDA related to our unconsolidated affi
f liates using the same recognition and measurement methods used to
record equity in net earnings from investments. In prior periods, our calculation included equity in net earnings from
investments. This change resulted in an additional $62 million of adju
d sted EBITDA in 2023, and we have not restated prior
periods. Adjusted EBITDA fro
f
m our unconsolidated affi
f liates is calculated consistently with the defin
f ition above
a
and excludes
items such as interest, depreciation, income taxes and other noncash items. Although the amounts related to our unconsolidated
affi
f liates 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 affi
f liates. This calculation
may not be comparable with similarly titled measures of other companies.
See Note S for our segments disclosures.
Recently Issued Accounting Standards Update - Changes to GAAP are established by the FASB in the for
f
m of Accounting
Standards Update (ASUs) to the FASB Accounting Standards Codification. We consider the appl
a
icability and impact of all
ASUs. ASUs not discussed herein were assessed and determined to be either not applicable or clarific
f ations of ASUs
previously issued. Except as discussed below, there have been no new accounting pronouncements that have become effe
f ctive
or have been issued that are of significance or potential significance to us.
79

In November 2023, the FASB issued ASU 2023-07, Segm
e
ent Reporting (To
(
pi
o c 280): Imp
I
rovements t
t
o Reportable Seg
S
me
g
nt
Disc
i
losures, which requires public entities to disclose significant expense categories and amounts for
f
each reportabl
a e segment
on both an interim and annual basis, consisting of expenses regularly reported to the chief operating decision maker and
included in a segment's reported measure of segment profit
f
or loss. The standard also requires disclosing an amount of other
segment items as well as all annual disclosures in interim periods. ASU 2023-07 is effe
f ctive for
f
fiscal years beginning afte
f r
Dec. 15, 2023, and for
f
interim periods within fiscal years beginning afte
f r Dec. 15, 2024, with early adoption permitted. The
adoption of this standard did not materially impact us.
In December 2023, the FASB issued ASU 2023-09, Income Taxe
a
s (To
(
pi
o c 740): Imp
I
rovements to Income Tax D
a
isclosures,
which requires public entities, on an annual basis, to provide disclosure of specific disaggregated information about
a
the
reporting entity’s effe
f ctive tax rate reconciliation as well as infor
f
mation on income taxes paid. ASU 2023-09 is effe
f ctive for
f
fiscal years beginning afte
f r Dec. 15, 2024, with early adoption permitted. We do not expect the adoption of this standard to
materially impact us.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Repor
e
ting Comprehensive Inc
I
ome - Expe
x
nse
Disa
i
ggregation Disclosures (Subt
S
opic 220-40), which requires public entities to provide disaggregated information for
f
certain
types of costs and expenses included in each income statement caption, such as inventory p
r
urchases, employee compensation,
depreciation, intangible asset amortization and depletion. ASU 2024-03 is effe
f ctive for
f
fiscal years beginning afte
f r Dec. 15,
2026, and interim periods beginning afte
f r Dec. 15, 2027, with early adoption permitted. We are currently evaluating the impact
of this standard on us.
B.
ACQUISITIONS AND DIVESTITURES
EnLink Controlling Interest Acquisition - On Oct. 15, 2024, we completed the EnLink Controlling Interest Acquisition,
acquiring GIP’s interest in EnLink consisting of appr
a
oximately 43% of the outstanding EnLink Units for $14.90 in cash per unit
and 100% of the outstanding limited liabi
a lity company interests in the managing member of EnLink for
f
$300 million, for total
cash consideration of $3.3 billion. Through our 100% ownership of the managing member of EnLink, we obtained control of
EnLink. We used a portion of the proceeds fro
f
m our September 2024 underwritten public offe
f ring of $7.0 billion senior
unsecured notes to fund this acquisition. For additional infor
f
mation on our long-term debt, see Note H.
EnLink’s operations are principally composed of providing midstream services relating to natural gas, NGLs and crud
r
e oil. The
assets of EnLink include approximately 14,000 miles of pipeline and rights of way, natur
t
al gas processing plants with
approximately 3.9 Bcf/d of processing capacity, NGL fractionators with approximately 235 MBbl/d of operating capacity, barge
and rail terminals, product storage facilities, including natural gas storage, purchasing and marketing capabilities and equity
investments in certain joint ventures. EnLink’s operations are now reported across all four of our existing operating segments,
allocated by the natur
t
e of the commodities and services provided.
This acquisition meaningful
f ly increases our scale and integrated value chain within the growing Permian Basin while
expanding and extending our asset bases in the Mid-Continent, North Texas and Louisiana regions.
We accounted for this acquisition using the acquisition method of accounting for
f
business combinations pursuant to Accounting
Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabi
a lities
assumed to be recorded at their fai
f r value on the acquisition date. Any excess of consideration to be transferred over the
estimated fai
f r value of assets acquired and liabi
a lities assumed is recorded as goodwill. Determining the fair value of acquired
assets and liabi
a lities assumed requires management to make estimates, assumptions and judgments, and in some cases,
management may also utilize third-party specialists to assist and advise on those estimates. The purchase price allocation
presented below is subs
u
tantially complete. However, management continues to refin
f e the preliminary v
r
aluation of certain
assets acquired and liabi
a lities assumed, such as working capital liabi
a lities and long-lived assets, and may adjust the allocation in
subs
u
equent periods. The final valuation will be completed as we obtain the information necessary to complete the analysis, but
no later than one year from the acquisition date.
80

The fol
f lowing tabl
a es set for
f
th the acquisition consideration and preliminary p
r
urchase price allocation of assets acquired and
liabilities assumed:
At Oct. 15, 2024
(Millions of dollars and units,
except per unit dat
d a)
EnLink Units outstanding
43% of EnLink Units outstanding
200.3
Cash consideration per EnLink unit
$14.90
Cash consideration for
f
EnLink Units
$
2,985
100% of the outstanding liabi
a lity company interests in the managing member of EnLink
300
Total cash consideration
$
3,285
At Oct. 15, 2024
Assets acquired:
(Millions of dollars)
Cash and cash equivalents
$
446
Accounts receivabl
a es, net
548
Inventories
87
Other current assets
38
Property, plant and equipment
11,396
Investments in unconsolidated affi
f liates
342
Intangible assets
1,051
Other assets
131
Total assets acquired
14,039
Liabilities assumed:
Current maturities of long-term debt
756
Accounts payable
465
Other current liabi
a lities (a)
525
Long-term debt, excluding current maturities
4,577
Deferred income taxes
1,988
Other defer
f red credits and liabi
a lities
84
Total liabilities assumed
8,395
Noncontrolling interests
5,076
Total identifia
f ble net assets
568
Goodwill
2,717
Total purchase price
$
3,285
(a) - Includes obligation to repay Series C Preferred Units. See Note I.
Property, plant and equipment:
p
y, p
q p
Property, plant and equipment consists primarily of pipeline and rights of way, pipeline-related equipment and processing plant
and fra
f ctionators and will be depreciated on a straight-line basis over the estimated useful lives of the assets.
Intangible assets:
g
The preliminary value of net identifiable intangible assets relates to customer relationships that will be amortized over the
period of expected benefit.
Long-term debt, excluding current maturities:
g
,
g
We utilized publicly traded prices to estimate the fai
f r value. The debt comprises senior unsecured obligations with varying
maturities and interest rates as outlined in Note H. Recognizing the debt at its acquisition date fair value resulted in a discount
from the notional value. The discount was immaterial and will be amortized into interest expense over the remaining life o
f
f the
debt.
81

Deferred income taxes:
The EnLink Controlling Interest Acquisition resulted in a difference between the carrying value of the underlying assets
acquired and the carryover tax basis of assets, which resulted in a defer
f red tax liabi
a lity recorded as part of the purchase price
allocation.
Goodwill:
We establ
a ished defer
f red income tax liabilities resulting from carryover tax basis, which increased goodwill. The remainder of
the goodwill balance primarily represents commercial synergies. Goodwill will not be deductible for
f
tax purpos
r
es. For
additional infor
f
mation on goodwill, see Note G.
Noncontrolling interest:
g
Represents the app
a
roximately 57% of EnLink Units not acquired in the EnLink Controlling Interest Acquisition, valued at the
acquisition date closing price of EnLink, the Series B Prefer
f red Units and partially owned consolidated subs
u
idiaries.
Results of operations:
p
The results of operations attributable to the EnLink Controlling Interest Acquisition have been included in our Consolidated
Financial Statements since the date of acquisition through Dec. 31, 2024. Revenue and income befor
f
e income taxes attributable
to the net assets acquired for
f
the period Oct. 15, 2024, through Dec. 31, 2024, were $1.5 billion and $173 million, respectively.
Subs
u
equent
q
event - On Jan. 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, we
acquired all of the EnLink outstanding publicly held common units in a fix
f ed ratio exchange of 0.1412 shares of ONEOK
Common stock, including EnLink Units that were exchanged for
f
all previously outstanding Series B Preferred Units
immediately prior to closing. We issued 41 million shares of common stock, with a fai
f r value of $4.0 billion. EnLink is now a
wholly owned subsidiary. As we controlled EnLink prior to the EnLink Acquisition, the change in our ownership interest was
accounted for as an equity transaction.
Medallion Acquisition - On Oct. 31, 2024, we completed the Medallion Acquisition with GIP, acquiring all of the equity
interests in Medallion for
f
total cash consideration of $2.6 billion, inclusive of the purchase of additional interests in a Medallion
joint venture owned by a separate third party. We used a portion of the proceeds fro
f
m our September 2024 underwritten public
offe
f ring of $7.0 billion senior unsecured notes to fund this acquisition. For additional infor
f
mation on our long-term debt, see
Note H.
This acquisition expands our midstream services for crude oil and condensate in West Texas, specifically the Midland Basin.
The assets of Medallion include crude
r
oil gathering and transportation pipelines and crude oil storage facilities. Medallion’s
assets and operations are reported in our Refined Products and Crude segment.
We accounted for this acquisition using the acquisition method of accounting for
f
business combinations pursuant to Accounting
Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabi
a lities
assumed to be recorded at their fai
f r value on the acquisition date. Any excess of consideration to be transferred over the
estimated fai
f r value of assets acquired and liabi
a lities assumed will be recorded as goodwill. Determining the fair value of
acquired assets and liabi
a lities assumed requires management to make estimates, assumptions and judgments, and in some cases
management may also utilize third-party specialists to assist and advise on those estimates. The purchase price allocation
presented below is subs
u
tantially complete. However, management continues to refin
f e the preliminary v
r
aluation of certain
assets acquired and liabi
a lities assumed, such as working capital liabi
a lities and long-lived assets, and may adjust the allocation in
subs
u
equent periods. The final valuation will be completed as we obtain the information necessary to complete the analysis, but
no later than one year from the acquisition date.
82

The fol
f lowing tabl
a e sets for
f
th the preliminary p
r
urchase price allocation of assets acquired and liabi
a lities assumed:
At Oct. 31, 2024
Assets acquired:
(Millions of dollars)
Cash and cash equivalents
$
36
Accounts receivabl
a es, net
114
Inventories
21
Other current assets
2
Property, plant and equipment
1,600
Intangible assets
730
Other assets
3
Total assets acquired
2,506
Liabilities assumed:
Accounts payable
103
Other current liabi
a lities
5
Other defer
f red credits and liabi
a lities
40
Total liabilities assumed
148
Total identifia
f ble net assets
2,358
Goodwill
259
Total purchase price
$
2,617
Property, plant and equipment:
p
y, p
q p
Property, plant and equipment consists primarily of pipeline and pump station equipment and will be depreciated on a straight-
line basis over the estimated useful lives of the assets.
Intangible assets:
g
The preliminary value of net identifiable intangible assets relates to customer relationships that will be amortized over the
period of expected benefit.
Goodwill:
Goodwill represents commercial synergies, and is expected to be fully deductible for tax purpos
r
es. For additional inform
f
ation
on goodwill, see Note G.
Results of operations:
p
The results of operations attributable to the Medallion Acquisition have been included in our Consolidated Financial Statements
since the date of acquisition through Dec. 31, 2024. Revenue and income befor
f
e income taxes attributable to the net assets
acquired for
f
the period Nov. 1, 2024, through Dec. 31, 2024, were $256 million and $43 million, respectively.
Gulf Coast NGL Pipelines Acquisition - On June 17, 2024, we completed the acquisition of a system of NGL pipelines from
Easton Energy, a Houston-based midstream company, for appr
a
oximately $280 million. This acquisition in our Natural Gas
Liquids segment includes appr
a
oximately 450 miles of liquids products pipelines located in the strategic Gulf Coast market
centers for NGLs, Refined Products and crude
r
oil. A portion of the Easton assets are already connected to our Mont Belvieu
assets. We expect to add connections to our Houston-based assets beginning in mid-2025 through the end of 2025.
Interstate Natural Gas Pipeline Divestiture - On Dec. 31, 2024, we sold three of our wholly owned interstate natur
t
al gas
pipeline systems to DT Midstream, Inc. for total cash consideration of $1.2 billion and recognized a gain of $227 million in
other operating income, net, within the Consolidated Statement of Income. This transaction aligns and enhances our capi
a tal
allocation priorities within our integrated value chain. These pipeline systems have previously been reported in our Natural Gas
Pipelines segment.
Magellan Acquisition - On Sept. 25, 2023, we completed the Magellan Acquisition. This acquisition strategically diversifie
f s
our complementary a
r
sset base and allows for significant expected synergies as a combined entity. Each common unit of
Magellan was exchanged for
f
a fix
f ed ratio of 0.667 shares of ONEOK common stock and $25.00 of cash, for
f
a total
consideration of $14.1 billion. A total of approximately 135 million shares of common stock were issued, with a fair value of
approximately $9.0 billion as of the closing date of the Magellan Acquisition. We funded the cash portion of this acquisition
with an underwritten public offe
f ring of $5.25 billion senior unsecured notes. For additional infor
f
mation on our long-term debt,
please see Note H.
83

The Magellan Acquisition was accounted for using the acquisition method of accounting for
f
business combinations pursuant to
Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and
liabi
a lities assumed to be recorded at their fair value on the acquisition date. Determining the fair value of acquired assets and
liabilities assumed requires management’s judgment and the use of independent valuation specialists.
The fol
f lowing tabl
a es set for
f
th the acquisition consideration and final purchase price allocation of assets acquired and liabilities
assumed:
Sept. 25, 2023
(Millions of dollars and shares/s
units, excep
e
t per share/uni
/
t
data)
Magellan public common units outstanding
202.1
Cash consideration per Magellan unit
$25.00
Cash consideration
$
5,052
Magellan public common units outstanding
202.1
ONEOK exchange ratio per Magellan unit
0.667
Shares of ONEOK common stock issued
134.8
ONEOK common stock closing price on Sept. 25, 2023
$66.54
Fair value of common stock issued
$
8,969
Fair value of Magellan replacement equity awards
93
Equity consideration
$
9,062
Total consideration
$
14,114
Sept. 25, 2023
Assets acquired:
(Millions of dollars)
Cash and cash equivalents
$
37
Accounts receivabl
a es, net
333
Inventories
352
Other current assets
140
Property, plant and equipment
11,644
Investments in unconsolidated affi
f liates
922
Intangible assets
1,124
Other assets
121
Total assets acquired
14,673
Liabilities assumed:
Accounts payable
213
Other current liabi
a lities (a)
721
Long-term debt, excluding current maturities
4,013
Other defer
f red credits and liabi
a lities
201
Total liabilities assumed
5,148
Total identifia
f ble net assets
9,525
Goodwill
4,589
Total purchase price
$
14,114
(a) - Includes contingent liabi
a lities, primarily related to the amounts accrue
r
d for
f
the Corpus
r
Christi matter described in Note P.
In 2024, we recorded adju
d stments to the preliminary p
r
urchase price allocation that resulted in an increase to goodwill of
$165 million due
d
to additional infor
f
mation received during the measurement period. The adjustment is due primarily to a
decrease in property, plant and equipment of appr
a
oximately $100 million, and an increase to certain contingencies that existed
as of the acquisition date.
Property, plant and equipment:
p
y, p
q p
Property, plant and equipment consists primarily of pipeline, pipeline-related equipment, storage tanks and processing
equipment and will be depreciated on a straight-line basis over the estimated useful lives of the assets.
84

Intangible assets:
g
The preliminary value of net identifiable intangible assets relates to customer relationships that will be amortized over the
period of expected benefit.
Long-term debt, excluding current maturities:
g
,
g
We assumed the outstanding debt of Magellan and utilized publicly traded prices to estimate the fai
f r value. The debt comprises
senior unsecured obligations with varying matur
t
ities and interest rates as outlined in Note H. Recognizing the debt at its
acquisition date fai
f r value resulted in a discount from the notional value. The discount will be amortized into interest expense
over the remaining life o
f
f the debt.
Goodwill:
Goodwill primarily represents expected tax benefit
f s fro
f
m fut
f ur
t
e depreciation and amortization of acquired assets and
commercial synergies, and is expected to be ful
f ly deductible for tax purpos
r
es. For additional infor
f
mation on goodwill, see Note
G.
Transaction Costs - The following table sets forth the impact of acquisition related transaction costs in our Consolidated
Statements of Income as of the periods indicated:
Years Ended
Dec. 31,
2024 (a)
2023 (b)
(Millions of dollars)
Transaction costs
$
73
$
158
Interest expense
23
21
Total
$
96
$
179
(a) - Primarily non-recurring costs related to advisory fees and bridge commitment fees associated with the EnLink Controlling Interest
Acquisition and Medallion Acquisition.
(b) - Primarily non-recurring costs related to advisory fees, severance and settlement of share based awards for certain Magellan employees
and integrations costs, as well as bridge facility commitment fees
f
associated with the Magellan Acquisition.
Pro Forma Financial Infor
f
mation (unaudited)
The fol
f lowing tabl
a e sets for
f
th the unaudited supplemental pro forma fin
f ancial information for
f
the years ended Dec. 31, 2024,
2023 and 2022, as if we had completed the Magellan Acquisition on Jan. 1, 2022, and the EnLink Controlling Interest
Acquisition and the Medallion Acquisition on Jan. 1, 2023:
Year Ended Dec. 31, 2024
Pro Forma
EnLink Controlling
Interest Acquisition
Pro Forma
Medallion
Acquisition
Pro Forma
Combined
As reported
(Millions of dollars)
Revenues
$
21,698
$
4,891
$
1,078
$
27,667
Net income
$
3,112
$
288
$
81
$
3,481
Year Ended Dec. 31, 2023
Pro Forma
EnLink
Controlling
Interest
Acquisition
Pro Forma
Medallion
Acquisition
Pro Forma
Magellan
Acquisition
Pro Forma
Combined
As reported
(Millions of dollars)
Revenues
$
17,677
$
6,671
$
947
$
2,322 $
27,617
Net income
$
2,659
$
383
$
(16)
$
232 $
3,258
The summarized unaudited pro forma infor
f
mation refle
f cts the following adju
d stments:
•
Refle
f cts depreciation and amortization based on the preliminary fair values of property, plant and equipment, and
intangible assets;
85

•
Refle
f cts non-recurring transaction costs incurred presented above that were reclassified and included in pro forma net
income as if they had been incurred as of the earliest period presented for each respective acquisition;
•
Refle
f cts interest expense related to the underwritten public offe
f rings of senior unsecured notes used to fund the cash
consideration and other costs related to the acquisitions;
•
Refle
f cts the amortization of excess fai
f r value of Magellan and EnLink share-based awards;
•
Refle
f cts the income tax effect of the pro forma adjustments;
•
Refle
f cts the elimination of historical activity between ONEOK, EnLink and Medallion.
C.
MEDFORD INCIDENT
In 2022, a fir
f e occurred at our 210 MBbl/d Medfor
f
d, Oklahoma, NGL fractionation faci
f
lity. In the first quarter of 2023, we
reached an agreement with our insurers to settle all claims for
f
physical damage and business interrupt
u ion related to the Medford
incident. Under the terms of the settlement agreement, we agreed to resolve the claims for total insurance payments of
$930 million, $100 million of which was received in 2022. The remaining $830 million was received in the first quarter of
2023. The proceeds serve as settlement for property damage, business interrupt
u ion claims to the date of the settlement and as
payment in lieu of fut
f ur
t
e business interrupt
u ion insurance claims. We appl
a
ied the $830 million received to our outstanding
insurance receivabl
a e at Dec. 31, 2022, of $51 million, and recorded an operational gain for
f
the remaining $779 million in other
operating income, net, within the Consolidated Statement of Income. We classified proceeds received within the Consolidated
Statement of Cash Flows based on our assessment of the nature of the loss (property and business interrupt
u ion) included in the
settlement.
D.
FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements - The following tabl
a es set for
f
th our recurring fair value measurements as of the dates
indicated:
Dec. 31, 2024
Level 1
Level 2
Level 3
Total - Gross
Netting (a)
Total - Net
(Millions of dollars)
Derivative assets
Commodity contracts
$
41
$
34
$
—
$
75
$
(72) $
3
Total derivative assets
$
41
$
34
$
—
$
75
$
(72) $
3
Derivative liabilities
Commodity contracts
$
(40) $
(46) $
—
$
(86) $
81
$
(5)
Total derivative liabi
a lities
$
(40) $
(46) $
—
$
(86) $
81
$
(5)
(a) - Derivative assets and liabi
a lities are presented in our Consolidated Balance Sheet on a net basis. We net derivative assets and liabi
a lities
when a legally enforceable master-netting arrangement exists between the counterpa
r
rty to a derivative contract and us. At Dec. 31, 2024, we
held no cash and posted cash of $45 million with a counterpa
r
rty, including $10 million of cash collateral that is offsetting derivative net
liabi
a lity positions under master-netting arrangements in the tabl
a e above
a
. The remaining $35 million of cash collateral in excess of derivative
liabi
a lity positions is included in other current assets in our Consolidated Balance Sheet.
Dec. 31, 2023
Level 1
Level 2
Level 3
Total - Gross
Netting (a)
Total - Net
(Millions of dollars)
Derivative assets
Commodity contracts
$
109
$
68
$
—
$
177
$
(125) $
52
Total derivative assets
$
109
$
68
$
—
$
177
$
(125) $
52
Derivative liabilities
Commodity contracts
$
(40) $
(44) $
—
$
(84) $
84
$
—
Total derivative liabi
a lities
$
(40) $
(44) $
—
$
(84) $
84
$
—
(a) - Derivative assets and liabi
a lities are presented in our Consolidated Balance Sheet on a net basis. We net derivative assets and liabi
a lities
when a legally enforceable master-netting arrangement exists between the counterpa
r
rty to a derivative contract and us. At Dec. 31, 2023, we
posted no cash and held cash of $41 million with various counterpa
r
rties, which offsets our derivative net asset position under master-netting
arrangements as shown in the tabl
a e above
a
.
86

Other Financial Instruments - The approximate fair value of cash and cash equivalents, accounts receivabl
a e, accounts payable
and short-term borrowings is equal to book value due
d
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 fai
f r value of the short-term borrowings can be determined using infor
f
mation availabl
a e in the
commercial paper market. We have investments associated with our suppl
u
emental 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 fix
f ed income securities classified as Level 1 and Level 2.
The estimated fai
f r value of our consolidated long-term debt, including current maturities, was $30.8 billion and $21.4 billion at
Dec. 31, 2024 and 2023, respectively. The book value of our consolidated long-term debt, including current maturities, was
$32.1 billion and $21.7 billion at Dec. 31, 2024 and 2023, respectively. The estimated fai
f r value of the aggregate senior notes
outstanding was determined using quoted market prices for similar issues with similar terms and matur
t
ities. The estimated fair
value of our consolidated long-term debt is classified as Level 2.
E.
RISK-MANAGEMENT AND HEDGING ACTIVITIES USING DERIVATIVES
Risk-management Activities - We are sensitive to changes in the prices of natural gas, NGLs, Refined Products and crude oil,
principally as a result of contractua
t
l terms under which these commodities are processed, purchased and sold. We are also
subj
u ect to the risk of interest-rate fluctuation in the normal course of business. We use physical-forward purchases and sales
and fin
f ancial derivatives to secure a certain price for
f
a portion of our natural gas, NGLs, Refined Products, condensate and
crude
r
oil purchases and sales; to reduc
d
e our exposure to commodity price and interest-rate fluctuations; and to achieve more
predictabl
a e cash flo
f ws. Additionally, we may use physical-forward purchases and fin
f ancial derivatives to reduce commodity
price risk associated with power and natur
t
al gas used to operate our facilities. We follow established policies and procedur
d
es to
assess risk and appr
a
ove, monitor and report our risk-management activities. We have not used these instrum
r
ents for trading
purpos
r
es.
Commodity price risk
y p
- Commodity price risk refer
f s to the risk of loss in cash flows and future earnings arising fro
f
m adverse
changes in the price of natur
t
al gas, NGLs, Refined Products and crude oil. We may use the fol
f lowing commodity derivative
instruments to reduc
d
e the near-term commodity price risk associated with a portion of our forecasted purchases and sales of
these commodities:
•
Futur
t
es contracts - Standardized contracts to purchase or sell natur
t
al gas and crud
r
e oil for fut
f ur
t
e delivery o
r
r settlement
under the provisions of exchange regulations;
•
Forward contracts - Nonstandardized commitments between two parties to purchase or sell natur
t
al gas, NGLs, Refined
Products, condensate and crude
r
oil for
f
future physical delivery.
r
These contracts are typically nontransferabl
a e and can
only be canceled with the consent of both parties;
•
Swaps
ap - Exchange of one or more payments based on the value of one or more commodities. These instrum
r
ents
transfer
f
the fin
f ancial risk associated with a fut
f ur
t
e change in value between the counterpa
r
rties of the transaction,
without also conveying ownership interest in the asset or liabi
a lity;
•
Options
p
- Contractua
t
l agreements that give the holder the right, but not the obligation, to buy or sell a fix
f ed quantity of
a commodity at a fix
f ed price within a specified period of time. Options may either be standardized and exchange-
traded or customized and nonexchange-traded; and
•
Collars - Combination of a purchased put option and a sold call option, which places a flo
f or and ceiling price for
commodity sales being hedged.
We may also use other instrum
r
ents to mitigate commodity price risk.
In our Natural Gas Gathering and Processing segment, we are exposed to commodity price risk as a result of retaining a portion
of the commodity sales proceeds associated with our fee with POP contracts. Under certain fee with POP contracts, our fees
and POP percentage may increase or decrease if production volumes, delivery p
r
ressures or commodity prices change relative to
specifie
f d thresholds. We also are exposed to basis risk between the various production and market locations where we buy and
sell commodities. As part of our hedging strategy, we use the previously described commodity derivative fin
f ancial instruments
and physical-forward contracts to reduc
d
e the impact of price flu
f ctua
t
tions related to natur
t
al gas, NGLs and condensate.
In our Natural Gas Liquids segment, we are primarily exposed to commodity price risk resulting fro
f
m the relative values of the
various Purity NGLs to each other, the value of NGLs in storage and the relative value of NGLs to natur
t
al gas. We are also
exposed to location price differential risk as a result of the relative value of NGL purchases at one location and sales at another
location, primarily related to our optimization and marketing business. As part of our hedging strategy, we utilize physical-
forward contracts and commodity derivative fin
f ancial instruments to reduc
d
e the impact of price flu
f ctua
t
tions related to NGLs.
87

In our Natural Gas Pipelines segment, we are primarily exposed to commodity price risk on our intrastate pipelines because
they consume natur
t
al gas in operations and retain natur
t
al gas fro
f
m our customers for
f
operations or as part of our fee for
f
compression services provided. When the amount consumed in operations differs from the amount provided by our customers,
our pipelines must buy or sell natural gas, or store or use natur
t
al gas inventory,
r
which can expose this segment to commodity
price risk depending on the regulatory t
r
reatment for this activity. To the extent that commodity price risk in our Natural Gas
Pipelines segment is not mitigated by fuel cost-recovery mechanisms, we may use physical-forward sales or purchases to
reduce the impact of natural gas price flu
f ctua
t
tions. At Dec. 31, 2024 and 2023, there were no fin
f ancial derivative instrum
r
ents
with respect to our natural gas pipeline operations.
In our Refined Products and Crude segment, we are primarily exposed to commodity price risk fro
f
m our liquids blending and
marketing activities, as well as product retained dur
d
ing the operations of our pipelines and terminals. As part of our hedging
strategy, we use the previously described commodity derivative financial instrum
r
ents and physical-forward contracts to reduc
d
e
the impact of price flu
f ctua
t
tions related to NGLs, Refined Products and crude oil.
Interest-rate risk - We may manage interest-rate risk through the use of fixed-rate debt, flo
f ating-rate debt, Treasury l
r
ocks and
interest-rate swaps. Treasury locks are agreements to pay the difference between the benchmark Treasury r
r
ate and the rate that
is designated in the terms of the agreement. In the third quarter of 2024, we entered into $1.5 billion of Treasury l
r
ocks to hedge
dge
hthe variabibi
a lity
lity of interest payments on a por ition of our forecasted d
d d b
eb i
t issuances. In the same quarter, we set ltled allll of our
$1.5 bibilli
llion Treasury l
y l
r
ocks related to our
d
underw iritten
bl
public offe
f
iri g
ng of $7.0 bibillllion se inior unsecured notes asso iciat d
ed
i
wi hth hthe
En i
Li k
nk Controlli
lling Interest Acq iui isi ition a d
nd Medallllion Acq iui isi ition.
l
All of our Treasury l
y l
r
ocks were de isignated as cash f
h flo
f w
hedge
dges. At Dec. 31, 2024, and Dec. 31, 2023, we ha
h d no outsta di
ndi g
ng Treasu y
ry lo k
ck g
agreements.
Interest-rate swaps are agreements to exchange interest payments at some future point based on specified notional amounts.
EnLink previously entered into $400 million interest rate swaps
a
associated with the EnLink Revolving Credit Facility and the
EnLink AR Facility. In December 2024, EnLink terminated the $400 million interest rate swaps upon
u
repayment of
outstanding amounts under the EnLink Revolving Credit Facility and the termination of the EnLink AR Facility. At Dec. 31,
2024, and Dec. 31, 2023, we ha
h d no outsta di
ndi g
ng interest-rate swap g
agreements.
Fair Values of Derivative Instruments - See Note A for
f
a discussion of the inputs associated with our fair value
measurements. The following tabl
a e sets for
f
th the fai
f r values of our derivative instruments presented on a gross basis as of the
dates indicated:
Dec. 31, 2024
Dec. 31, 2023
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
$
39
$
(47) $
163
$
(78)
Total derivatives designated as hedging instruments
39
(47)
163
(78)
Derivatives not designated as hedging instruments
Commodity contracts (a)(b)
Other current assets/liabi
a lities
36
(33)
14
(6)
Other defer
f red credits
—
(6)
—
—
Total derivatives not designated as hedging instruments
36
(39)
14
(6)
Total derivatives
$
75
$
(86) $
177
$
(84)
(a) - Derivative assets and liabi
a lities are presented in our Consolidated Balance Sheets on a net basis when a legally enforceable master-
netting arrangement exists between the counterpa
r
rty to a derivative contract and us.
(b) - At Dec. 31, 2024, our derivative net liabi
a lity positions under master-netting arrangements for
f
financial commodity contracts were offset
by cash collateral of $10 million.
88

Notional Quantities for Derivative Instruments - The following tabl
a e sets for
f
th the notional quantities for derivative
instruments held as of the dates indicated:
Dec. 31,
2024
Dec. 31,
2023
Contract
Type
Net Purchased/Payor
(Sold/Receiver)
Derivatives designated as hedging instruments:
Cash flow hedges
Fixed price
-Natur
t
al gas (Bc
(
fc )
F
f
utur
t
es and swaps
a
(12.2)
(16.0)
-NGLs, Refined Products and crude oil (MMB
M
bl)l
Futures and swaps
(12.2)
(14.5)
-Power (Gigawatt hour)r
Futures and swaps
—
22.1
Basis
-Natur
t
al gas (Bc
(
fc )
F
f
utur
t
es and swaps
a
(11.2)
(16.0)
Derivatives not designated as hedging instruments:
Fixed price
-Natur
t
al gas (Bc
(
fc )
F
f
utur
t
es and swaps
a
(8.0)
(0.7)
-NGLs, Refined Products and crude oil (MMB
M
bl)l
Futures and swaps
(2.7)
0.1
Basis
-Natur
t
al gas (Bc
(
fc )
F
f
utur
t
es and swaps
a
(3.7)
(0.7)
-NGLs, Refined Products, and crude
r
oil (MMB
M
bl)l
Futures and swaps
(0.2)
(0.1)
Swing swaps
a
-Natur
t
al gas (Bc
(
fc )
F
f
utur
t
es and swaps
a
(0.2)
—
Cash Flow Hedges - At Dec. 31, 2024 and 2023, the accumulated other comprehensive income (loss) relating to risk-
management assets and liabi
a lities, net of taxes, was $(38) million and $31 million, respectively. Corresponding unrealized
gains (losses) related to risk-management assets and liabi
a lities at Dec. 31, 2024, are not material.
The fol
f lowing tabl
a e sets for
f
th the unrealized change in fair value of cash flo
f w hedges in other comprehensive income (loss) for
the periods indicated:
Years Ended Dec. 31,
2024
2023
2022
(Millions of dollars)
Commodity contracts
$
(50) $
147
$
(85)
Interest-rate contracts
(19)
54
206
Total unrealized change in fair value of cash flo
f w hedges in other comprehensive
income (loss)
$
(69) $
201
$
121
The fol
f lowing tabl
a e sets for
f
th the effect of cash flo
f w hedges on net income for the periods indicated:
Derivatives in Cash Flow
Hedging Relationships
Location of Gain (Loss) Reclassified from
Accumulated Other Comprehensive Loss into
Net Income
Years Ended Dec. 31,
2024
2023
2022
(Millions of dollars)
Commodity contracts
Commodity sales revenues
$
60
$
201
$
(484)
Cost of sales and fuel
(19)
(93)
257
Interest-rate contracts
Interest expense
(20)
(21)
(34)
Total change in fair value of cash flo
f w hedges reclassified from accumulated other
comprehensive loss into net income on derivatives
$
21
$
87
$
(261)
Credit Risk - We monitor the creditworthiness of our counterpa
r
rties and compliance with policies and limits establ
a ished by our
Risk Oversight and Strategy Committee. We maintain credit policies with regard to our counterpa
r
rties that we believe
minimize credit risk. These policies include an evaluation of potential counterpa
r
rties’ financial condition (including credit
ratings, bond yields and credit defau
f
lt swap rates), collateral requirements under certain circumstances and the use of
89

standardized master-netting agreements that allow us to net the positive and negative exposures associated with a single
counterpa
r
rty. We use internally developed credit ratings for counterpa
r
rties that do not have a credit rating.
Our fin
f ancial commodity derivatives are primarily settled through a NYMEX or Intercontinental Exchange clearing broker
account with daily margin requirements. However, we may enter into financial derivative instrum
r
ents that contain provisions
that require us to maintain an investment-grade credit rating from S&P, Fitch and/or Moody’s. If our credit ratings on our
senior unsecured long-term debt were to decline below investment grade, the counterpa
r
rties to the derivative instrum
r
ents could
request collateralization on derivative instrum
r
ents in net liabi
a lity positions.
The counterpa
r
rties to our derivative contracts typically consist of major energy companies, financial institutions and
commercial and industrial end users. This concentration of counterpa
r
rties may affe
f ct our overall exposure to credit risk, either
positively or negatively, in that the counterpa
r
rties may be affe
f cted similarly by changes in economic, regulatory o
r
r other
conditions. Based on our policies, exposures, credit and other reserves, we do not anticipate a material adverse effect on our
financial position or results of operations as a result of counterpa
r
rty nonperformance.
At Dec. 31, 2024, the credit exposure fro
f
m our derivative assets is with investment-grade companies in the financial services
sector.
F.
PROPERTY, PLANT AND EQUIPMENT
The fol
f lowing tabl
a e sets for
f
th our property, plant and equipment by property type, as of the dates indicated:
Estimated Useful
Lives (Years)
Dec. 31,
2024
Dec. 31,
2023
(Millions of dollars)
Gathering pipelines and related equipment
5 to 40
$
11,643
$
5,077
Processing and fra
f ctionation and related equipment
3 to 40
12,406
8,591
Storage and related equipment
5 to 54
3,684
3,330
Transmission pipelines and related equipment
5 to 87
21,315
18,551
General plant and other
2 to 60
1,316
1,002
Land
—
592
375
Construc
r
tion work in process
—
1,318
1,528
Property, plant and equipment
52,274
38,454
Accumulated depreciation and amortization
(6,339)
(5,757)
Net property, plant and equipment
$
45,935
$
32,697
y
The depreciation expense for
f
the years ended Dec. 31, 2024 and 2023, was $1.1 billion and $736 million, respectively.
We incurred costs for
f
construc
r
tion work in process that had not been paid at Dec. 31, 2024, 2023 and 2022, of $179 million,
$242 million and $171 million, respectively. Such amounts are not included in capital expenditures (less AFUDC) on the
Consolidated Statements of Cash Flows.
EnLink Controlling Interest Acquisition - In October 2024, we completed the EnLink Controlling Interest Acquisition and
acquired property, plant and equipment, which primarily include pipeline and rights of way, pipeline-related equipment,
processing plant and fractionators valued at $11.4 billion.
Medallion Acquisition - In October 2024, we completed the Medallion Acquisition and acquired property, plant and
equipment, which primarily include pipeline and pump station equipment, valued at $1.6 billion.
Interstate Natural Gas Pipeline Divestiture - In December 2024, we completed the sale of three of our wholly owned
interstate natural gas pipeline systems to DT Midstream, Inc. These assets, which are primarily transmission pipelines and
related equipment, had a gross cost basis of $1.3 billion.
Magellan Acquisition - In September 2023, we completed the Magellan Acquisition and acquired property, plant and
equipment, which primarily include pipeline, pipeline-related equipment, storage tanks and processing equipment, valued at
$11.6 billion.
90

G.
GOODWILL AND INTANGIBLE ASSETS
Goodwill - The following table sets forth our goodwill, by segment, for the period indicated:
Natural Gas
Gathering and
Processing
Natural Gas
Liquids
Natural Gas
Pipelines
Refined
Products and
Crude
Total
(Millions of dollars)
Gross goodwill
$
153
$
371
$
157
$
4,424
$
5,105
Accumulated impairment losses
(153)
—
—
—
(153)
Dec. 31, 2023
—
371
157
4,424
4,952
Magellan Acquisition measurement period
adju
d stments (a)
—
—
—
165
165
EnLink Controlling Interest Acquisition (b)
486
1,461
229
541
2,717
Medallion Acquisition (c)
—
—
—
259
259
Gulf Coast NGL pipeline acquisition
—
31
—
—
31
Interstate natural gas pipeline divestiture
—
—
(33)
—
(33)
Dec. 31, 2024
$
486
$
1,863
$
353
$
5,389
$
8,091
(a) - During the remaining measurement period subsequent to Dec. 31, 2023, we recorded adju
d stments to the Magellan preliminary p
r
urchase
price allocation that resulted in an increase to goodwill of $165 million.
(b) - We establ
a ished defer
f red income tax liabi
a lities resulting fro
f
m the carryover tax basis, which increased goodwill. The remainder of the
goodwill primarily represents commercial synergies. Goodwill will not be deductible for tax purpos
r
es. The allocation of goodwill is
preliminary a
r
nd may be upda
u
ted as we continue to evaluate the benefit
f s of expected commercial synergies to our segments.
(c) - Goodwill represents commercial synergies. The allocation of goodwill is preliminary a
r
nd may be upda
u
ted as we continue to evaluate the
benefits of expected commercial synergies to our segments.
Intangible Assets - Our intangible assets relate primarily to acquired customer relationships from our recent acquisitions and
are being amortized on a straight-line basis over a weighted average life o
f
f 27 years. Amortization expense for
f
intangible assets
was $62 million in 2024, $33 million in 2023 and $10 million in 2022. The amortization expense for
f
each of the next fiv
f e years
is estimated to be $130 million. The fol
f lowing tabl
a e refle
f cts the gross carrying amount and accumulated amortization of
intangible assets as of the dates presented:
Dec. 31,
2024
2023
(Millions of dollars)
Gross intangible assets (a)
$
3,290
$
1,505
Accumulated amortization
(251)
(189)
Intangible assets, net
$
3,039
$
1,316
g
(a) - Increases to gross intangible assets primarily represent customer relationships associated with the EnLink Controlling Interest
Acquisition and the Medallion Acquisition.
91

H.
DEBT
The fol
f lowing tabl
a e sets for
f
th ONEOK and ONEOK Partners debt as of the dates indicated:
Dec. 31, 2024
Dec.
,
31, 2023
(Millions of dollars)
Commercial paper outstanding (a)
$
—
$
—
Senior unsecured obligations:
$500 at 2.75% due September 2024
—
484
$500 at 4.9% due March 2025
—
500
$250 at 3.2% due March 2025
250
250
$400 at 2.2% due September 2025
387
387
$600 at 5.85% due January 2026
600
600
$650 at 5.0% due March 2026
650
650
$750 at 5.55% due November 2026
750
750
$500 at 4.0% due July 2027
500
500
$1,250 at 4.25% due September 2027
1,250
—
$800 at 4.55% due July 2028
800
800
$100 at 6.875% due September 2028
100
100
$750 at 5.65% due November 2028
750
750
$700 at 4.35% due March 2029
700
700
$750 at 3.4% due September 2029
714
714
$600 at 4.4% due October 2029
600
—
$850 at 3.1% due March 2030
780
780
$500 at 3.25% due June 2030
500
500
$500 at 5.8% due November 2030
500
500
$600 at 6.35% due January 2031
600
600
$1,250 at 4.75% due October 2031
1,250
—
$750 at 6.1% due November 2032
750
750
$1,500 at 6.05% due September 2033
1,500
1,500
$1,600 at 5.05% due November 2034
1,600
—
$400 at 6.0% due June 2035
400
400
$600 at 6.65% due October 2036
600
600
$250 at 6.4% due May 2037
250
250
$600 at 6.85% due October 2037
600
600
$650 at 6.125% due Februa
r
ry 2041
650
650
$250 at 4.2% due December 2042
250
250
$400 at 6.2% due September 2043
400
400
$550 at 5.15% due October 2043
550
550
$250 at 4.2% due March 2045
250
250
$500 at 4.25% due September 2046
500
500
$700 at 4.95% due July 2047
564
564
$500 at 4.2% due October 2047
500
500
$1,000 at 5.2% due July 2048
919
919
$500 at 4.85% due Februa
r
ry 2049
500
500
$750 at 4.45% due September 2049
576
576
$500 at 4.5% due March 2050
443
443
$800 at 3.95% due March 2050
797
797
$300 at 7.15% due January 2051
300
300
$1,750 at 6.625% due
d
September 2053
1,750
1,750
$1,500 at 5.7% due November 2054
1,500
—
$800 at 5.85% due November 2064
800
—
Guardian $120 term loan, rate of 6.58% as of Dec. 31, 2023 (b)
—
120
Viking $60 term loan, rate of 6.71% as of Dec. 31, 2023 (b)
—
60
Total ONEOK and ONEOK Partners debt
28,630
22,794
Unamortized debt discounts
(992)
(1,015)
Unamortized debt issuance costs and terminated swaps
(166)
(112)
Current maturities of long-term debt
(637)
(484)
Long-term ONEOK and ONEOK Partners debt
$
26,835
$
21,183
(
)
(
)
g
(a) - Individual issuances of commercial paper under our commercial paper program generally mature in 90 days or less.
(b) - In December 2024, we repaid the Guardian $120 million and the Viking $60 million term loan agreements, plus accrue
r
d and unpaid
interest, with cash on hand, as part of the interstate natur
t
al gas pipeline divestiture.
92

The fol
f lowing tabl
a e sets for
f
th EnLink and EnLink Partners’ debt, which was acquired in the EnLink Controlling Interest
Acquisition on Oct. 15, 2024:
Dec. 31, 2024
(Millions of dollars)
Senior unsecured obligations: (a)
$750 at 4.15% due June 2025
$
422
$500 at 4.85% due July 2026
491
$500 at 5.625% due January 2028
500
$500 at 5.375% due June 2029
499
$1,000 at 6.5% due September 2030
1,000
$500 at 5.65% due September 2034
500
$350 at 5.6% due April 2044
340
$450 at 5.05% due April 2045
413
$500 at 5.45% due June 2047
448
Total EnLink debt
4,613
Unamortized debt discounts, net
(8)
Current maturities of long-term debt
(422)
Long-term EnLink debt
$
4,183
g
(a) - Amounts are presented at face
f
value with discount to fair value included in unamortized debt discounts, net.
Debt Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership and Magellan (Obligated Group) have cross
guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness. At Dec. 31, 2024, EnLink was a subs
u
idiary of ONEOK,
did not guarantee ONEOK or ONEOK Partners’ indebtedness and was excluded fro
f
m the Obligated Group. EnLink and
EnLink Partners’ outstanding debt securities presented in the table above were not guaranteed by the Obligated Group a
u
s of
Dec. 31, 2024.
Subs
u
equent
q
event - At the completion of the EnLink Acquisition on Jan. 31, 2025, ONEOK assumed the outstanding debt of
EnLink and EnLink Partners (the Assumed Debt) such that EnLink and EnLink Partners were each released from all debt
obligations and provided a guarantee for our and ONEOK Partners’ indebtedness to the holders of each series of outstanding
securities, including for the Assumed Debt. EnLink and EnLink Partners are now included in the Obligated Group.
$2.5 Billion Credit Agreement - Our $2.5 Billion Credit Agreement is a revolving credit facility and contains certain
customary c
r
onditions for borrowing, as well as customary f
r
in
f ancial, affirmative and negative covenants. Among other things,
these covenants include maintaining a ratio of consolidated net indebtedness to adju
d sted EBITDA (EBITDA, as defined in our
$2.5 Billion Credit Agreement, adjusted for
f
all noncash charges and increased for proje
o cted EBITDA from certain lender-
approved capital expansion proje
o cts). In addition, adju
d sted EBITDA as defined in our $2.5 Billion Credit Agreement allows
inclusion of the trailing 12 months of consolidated adju
d sted EBITDA of the acquired business. In May 2024, we entered into
an amendment to our $2.5 Billion Credit Agreement that extended the maturity date by one year, fro
f
m June 2027 to June 2028.
All other terms and conditions of our $2.5 Billion Credit Agreement remain unchanged. In June 2024, we completed the
acquisition of a system of NGL pipelines, which allowed us to elect an acquisition adjustment period under our $2.5 Billion
Credit Agreement and, as a result, increased our leverage ratio covenant to 5.5 to 1. In October 2024, we completed the EnLink
Controlling Interest Acquisition and Medallion Acquisition, which effectively extended our acquisition adjustment period until
the quarter ending June 30, 2025, afte
f r which it will decrease to 5.0 to 1.
The $2.5 Billion Credit Agreement includes a $100 million subl
u imit for
f
the issuance of standby letters of credit and a $200
million subl
u imit for swingline loans. Under the terms of the $2.5 Billion Credit Agreement, we may request up to an aggregate
$1.0 billion increase in the size of the faci
f
lity, upon
u
satisfaction of customary conditions, including receipt of commitments
from new lenders or increased commitments fro
f
m existing lenders. The $2.5 Billion Credit Agreement contains provisions for
an applicable margin rate and an annual faci
f
lity fee, both of which adju
d st with changes in our credit ratings. Borrowings, if any,
will accrue
r
at Term SOFR plus an applicable margin based on our credit ratings at the time of determination plus an adjustment
of 10 basis points. Under our current credit ratings, the applicable margin on any borrowings would be 110 basis points. We
are required to pay an annual faci
f
lity fee equal to the daily amount of aggregate commitments under the $2.5 Billion Credit
Agreement times an appl
a
icable rate based on our credit rating at the time of determination. Under our current credit ratings, the
applicable rate is 15 basis points. We have the option to request an additional one-year matur
t
ity extension, subj
u ect to lender
approvals. The $2.5 Billion Credit Agreement also contains various customary e
r
vents of defau
f
lt, the occurrence of which could
result in a termination of the lenders’ commitments and the acceleration of all of our obligations thereunder. As of Dec. 31,
93

2024, we had no outstanding borrowings, our ratio of consolidated indebtedness to adju
d sted EBITDA was 4.0 to 1, and we were
in compliance with all covenants under our $2.5 Billion Credit Agreement.
Subs
u
equent
q
event - In February 2
r
025, we amended and restated our $2.5 Billion Credit Agreement to increase the size to
$3.5 billion, extend the term to February 2
r
030 and make other non-material modifications. All other terms and conditions are
subs
u
tantially the same.
EnLink Revolving Credit Facility - In October 2024, we completed the EnLink Controlling Interest Acquisition and as a
result, we acquired the EnLink Revolving Credit Facility. The EnLink Revolving Credit Facility, which matures in June 2027,
is a $1.4 billion unsecured revolving credit facility which includes a $500 million letter of credit subfacility.
Borrowings under the EnLink Revolving Credit Facility bear interest at Term SOFR plus a Term SOFR spread adju
d stment of
0.10% per annum and an appl
a
icable margin (ranging from 1.125% to 2.00%) or the Base Rate (the highest of the fed
f
eral funds
rate plus 0.50%, one-month Adjusted Term SOFR plus 1.0% or the administrative agent’s prime rate) plus an applicable margin
(ranging from 0.125% to 1.00%). The EnLink Revolving Credit Facility contains certain fin
f ancial, operational and legal
covenants. As of Dec. 31, 2024, we had no borrowings outstanding and we were in compliance with the financial covenants of
the EnLink Revolving Credit Facility.
Subs
u
equent event
q
- Upon closing of the EnLink Acquisition on Jan. 31, 2025, the EnLink Revolving Credit Facility was
terminated.
EnLink AR Facility - In October 2024, we completed the EnLink Controlling Interest Acquisition and as a result, we acquired
the $500 million EnLink AR Facility. In December 2024, EnLink terminated the AR Facility, and we entered into an
agreement to provide revolving unsecured loans to EnLink through a promissory note at an interest rate of 4.85% at Dec. 31,
2024. This is a flo
f ating rate agreement, which bears interest at ONEOK’s current short-term borrowing rate plus 0.25%. At
Dec. 31, 2024, we held a promissory note receivabl
a e of $510 million, which was eliminated in consolidation. Interest earned
from this agreement was not material.
Subs
u
equent Event
q
- Upon closing of the EnLink Acquisition on Jan. 31, 2025, we effe
f ctively terminated the agreement to
provide revolving unsecured loans to EnLink.
Senior Unsecured Obligations - All notes are senior unsecured obligations, ranking equally in right of payment with all of our
existing and fut
f ur
t
e unsecured senior indebtedness, and are structur
t
ally subor
u
dinate to any of the existing and future debt and
other liabi
a lities of any nonguarantor subs
u
idiaries.
Debt Issuances - We completed the fol
f lowing underwritten public offe
f rings for the periods presented:
2024 (a)
2023 (b)
2022 (c)
Coupon
Interest
Coupon
Interest
Coupon
Interest
(Millions of dollars)
(Millions of dollars)
(Millions of dollars)
3 year note
$
1,250
4.25%
$
750
5.55%
5 year note
600
4.4%
750
5.65%
7 year note
1,250
4.75%
500
5.80%
10 year note
1,600
5.05%
1,500
6.05%
$
750
6.1%
30 year note
1,500
5.7%
1,750
6.625%
40 year note
800
5.85%
$
7,000
$
5,250
$
750
(a) - The net proceeds, afte
f r deduc
d
ting underwriting discounts, commissions and offering expenses, were $6.9 billion. The net proceeds fro
f
m
this offe
f ring were used to fund the EnLink Controlling Interest Acquisition and the Medallion Acquisition, purchase additional interests in a
Medallion joint ventur
t
e owned by a separate third party, to pay fees
f
and expenses related to the acquisitions and to repay outstanding
indebtedness.
(b) - The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $5.2 billion. The net proceeds were
used to fund the cash consideration and other costs related to the Magellan Acquisition.
(c) - The proceeds were used primarily to repay all outstanding amounts under our commercial paper program. The remainder was used for
general corpor
r
ate purpos
r
es.
Debt Repayments
p y
- In December 2024, we redeemed our $500 million, 4.9% senior notes due March 2025 at 100% of the
principal amount, plus accrue
r
d and unpaid interest, with cash on hand.
94

In December 2024, we repaid $120 million of borrowings under the Guardian Term Loan Agreement and $60 million of
borrowings under the Viking Term Loan Agreement, plus accrue
r
d and unpaid interest, with cash on hand, as part of the
interstate natural gas pipeline divestiture.
Subs
u
equent to the EnLink Controlling Interest Acquisition, we repaid $465 million of borrowings under the EnLink Revolving
Credit Facility with cash on hand.
Subs
u
equent to the EnLink Controlling Interest Acquisition, we repaid $374 million of borrowings under the EnLink AR Facility
with cash on hand and terminated the EnLink AR Facility.
In September 2024, we repaid the remaining $484 million of our $500 million, 2.75% senior notes at maturity with cash on
hand.
In 2023, we repurchased in the open market outstanding principal of certain of our senior notes in the amount of $322 million
for an aggregate repurchase price of $280 million, including accrued and unpaid interest, with cash on hand. In connection with
these open market repurchases, we recognized $41 million of net gains on extinguishment of debt, which is included in other
income (expense), net in our Consolidated Statement of Income for
f
the year ended Dec. 31, 2023.
In 2023, we redeemed our $500 million, 7.5% senior notes due September 2023 at 100% of the principal amount, plus accrued
and unpaid interest, with cash on hand.
In 2023, we redeemed our $425 million, 5.0% senior notes due September 2023 at 100% of the principal amount, plus accrued
and unpaid interest, with cash on hand.
In 2022, we redeemed the remaining $896 million of our 3.375% senior notes due October 2022 at 100% of the principal
amount, plus accrue
r
d and unpaid interest, with cash on hand and short-term borrowings.
The aggregate matur
t
ities of long-term debt outstanding and interest payments on total debt outstanding as of Dec. 31, 2024, for
the years 2025 through 2029 are shown below:
Senior
Unsecured
Obligations
Interest
Obligations
on Debt
Total
(Millions of dollars)
2025
$
1,059
$
1,708
$
2,767
2026
$
2,491
$
1,615
$
4,106
2027
$
1,750
$
1,537
$
3,287
2028
$
2,150
$
1,435
$
3,585
2029
$
2,513
$
1,320
$
3,833
Compliance with Debt Covenants - As of Dec. 31, 2024, we were in compliance with the covenants contained in our various
debt agreements.
Other - We amortize premiums, discounts and expenses incurred in connection with the issuance of long-term debt consistent
with the terms of the respective debt instrum
r
ent.
I.
EQUITY
Noncontrolling Interests - In October 2024, we completed the EnLink Controlling Interest Acquisition, acquiring GIP’s
interest in EnLink consisting of approximately 43% of the outstanding EnLink Units. In connection with the EnLink
Controlling Interest Acquisition, we recorded noncontrolling interest with a fai
f r value of $5.1 billion representing the
approximately 57% of outstanding EnLink Units we did not own, the Series B Prefer
f red Units and partially owned consolidated
subs
u
idiaries of EnLink.
Included within noncontrolling interest are Series B Preferred Units, which were issued under EnLink Partners’ partnership
agreement and represent noncontrolling ownership interests in EnLink Partners. EnLink Partners is a controlled subsidiary of
EnLink in which EnLink owns all of the outstanding common units. Series B Prefer
f red Units are exchangeable for EnLink
Units in an amount equal to the number of outstanding Series B Preferred Units multiplied by an exchange ratio of 1.15, subj
u ect
to certain adju
d stments. The exchange is subj
u ect to our option to pay cash instead of issuing additional EnLink common units.
95

As of Dec. 31, 2024, $515 million of noncontrolling interest on our Consolidated Balance Sheet relate to Series B Preferred
Units, and there were 27.4 million units outstanding. There were no Series B Prefer
f red Units converted or redeemed during the
ownership period of Oct. 15, 2024 through Dec. 31, 2024. Distributions made on Series B Preferred Units were not material.
EnLink owns a 50.1% interest in the Delaware Basin JV, which owns processing facilities located in the Delaware Basin in
Texas. Noncontrolling interest includes the other owner’s minority interest in the Delaware Basin JV. As of Dec. 31, 2024,
$684 million of noncontrolling interest on our Consolidated Balance Sheet relates to the Delaware Basin JV. The other
partially owned consolidated subs
u
idiary of EnLink is not material.
Subs
u
equent event
q
- On Jan. 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, each
common unit of EnLink was exchanged for
f
a fix
f ed ratio of 0.1412 shares of ONEOK Common stock, including EnLink Units
that were exchanged for
f
all previously outstanding Series B Preferred Units immediately prior to closing. We issued 41 million
shares of common stock, with a fai
f r value of $4.0 billion. There are no remaining Series B Prefer
f red Units outstanding.
Series A and B Convertible Prefer
f
red Stock - There are no shares of Series A or Series B Preferred Stock currently issued or
outstanding.
EnLink Series C Prefer
f
red Units - Series C Prefer
f red Units represented noncontrolling ownership interests in EnLink
Partners. In September 2024, EnLink gave notice to redeem all of its outstanding Series C Preferred Units, and reclassified the
obligation to a liabi
a lity on their Consolidated Balance Sheet. On Oct. 17, 2024, EnLink redeemed all outstanding Series C
Prefer
f red Units at $1,000 per Series C Prefer
f red Unit, plus $8.28 per Series C Prefer
f red Unit of unpaid distributions, for
f
$365 million with proceeds received fro
f
m borrowings under the EnLink Revolving Credit Facility. As of Dec. 31. 2024, there
are no remaining Series C Preferred Units outstanding.
Equity Issuances - In September 2023, we completed the Magellan Acquisition. Pursuant to the Merger Agreement, each
common unit of Magellan was exchanged for
f
a fix
f ed ratio of 0.667 shares of ONEOK common stock and $25.00 of cash. We
issued approximately 135 million shares of common stock, with a fai
f r value of approximately $9.0 billion as of the closing date
of the Magellan Acquisition.
We have an “at-the-market” equity program for the offe
f r and sale from time to time of our common stock up to an aggregate
offe
f ring price of $1.0 billion. The program allows us to offe
f r and sell common stock at prices we deem appropriate through a
sales agent, in for
f
ward sales transactions through a for
f
ward seller or directly to one or more of the program’s managers acting
as principals. Sales of our common stock may be made by means of ordinary b
r
rokers’ 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. As of Dec. 31, 2024, no shares have been sold through our “at-the-market” program.
Share Repurchase Program - In January 2024, our Board of Directors authorized a share repurchase program to buy up to
$2.0 billion of our outstanding common stock. We expect shares to be acquired fro
f
m time to time in open-market transactions
or through privately negotiated transactions at our discretion, subj
u ect to market conditions and other factors. The program will
terminate upon
u
completion of the repurchase of $2.0 billion of common stock or on Jan. 1, 2029, whichever occurs first. As of
Dec. 31, 2024, we repurchased $172 million of our outstanding common stock under the program, which were funded by cash
on hand and short-term borrowings.
Dividends - Holders of our common stock share equally in any dividend declared by our Board of Directors, subj
u ect to the
rights of the holders of outstanding Series E Preferred Stock. Dividends paid totaled $2.3 billion, $1.8 billion and $1.7 billion
for 2024, 2023 and 2022, respectively. The fol
f lowing tabl
a e sets for
f
th the quarterly dividends per share paid on our common
stock in the periods indicated:
Years Ended Dec. 31,
2024
2023
2022
First Quarter
$
0.99
$
0.955
$
0.935
Second Quarter
0.99
0.955
0.935
Third Quarter
0.99
0.955
0.935
Fourth Quarter
0.99
0.955
0.935
Total
$
3.96
$
3.82
$
3.74
Additionally, a common stock dividend of $1.03 per share ($4.12 per share on an annualized basis) was declared for
shareholders of record at the close of business on Feb. 3, 2025, payable Feb. 14, 2025.
96

J.
VARIABLE INTEREST ENTITIES
Consolidated Variable Interest Entities (VIE)s - As of Dec. 31, 2024, we consolidate the following VIEs:
EnLink - We control EnLink through our ownership of its managing member. EnLink is a VIE because the holders of the
membership interest do not have subs
u
tantive kick-out rights or participating rights over the managing member. We are the
primary beneficiary o
r
f EnLink because we have the power through our 100% ownership of the managing member, to control
decisions that most significantly impact EnLink. We consolidate EnLink and record a noncontrolling interest for
f
the interest
that we do not own. We also record a noncontrolling interest related to EnLink’s Series B Prefer
f red Units.
Subs
u
equent Event
q
- Upon closing of the EnLink Acquisition on Jan. 31, 2025, EnLink is no longer considered a VIE.
Delaware Basin JV - EnLink owns a 50.1% interest in the Delaware Basin JV, which owns processing facilities located in the
Delaware Basin in Texas. The Delaware Basin JV is a VIE because the other owner does not have subs
u
tantive kick-out rights
or participating rights over the managing member. As the managing member, we are the primary beneficiary b
r
ecause we
control the decisions that most significantly impact the Delaware Basin JV. After June 30, 2025, our joint venture partner has
the right to cause the Delaware Basin JV to commence a sale process to sell all of the outstanding interests or assets of the
Delaware Basin JV for
f
the best availabl
a e price. If our joint venture partner exercises this right, we are permitted to purchase
their interest at a certain call price.
Ascension Pipe
i
line Com
C
pany
m
, L
y
LC (Ascension) - EnLink owns a 50% interest in Ascension, which owns an NGL transmission
pipeline that connects EnLink’s Riverside fractionator to the other owner’s refinery. Ascension is a VIE because the other
owner does not have the abi
a lity to remove us as the managing member. They also do not have the abi
a lity to participate or block
our decisions as the managing member, which makes us the primary beneficiary b
r
ecause we control the decisions that most
significantly impact Ascension.
The fol
f lowing tabl
a e presents the balance sheet information for
f
the assets and liabi
a lities of our consolidated VIEs, which are
included in our Consolidated Balance Sheet:
Dec. 31, 2024
(Millions of dollars)
Assets:
Cash and cash equivalents
$
46
Accounts receivabl
a e, net
735
Inventories
54
Other current assets
39
Property, plant and equipment, net
11,397
Investments in unconsolidated affi
f liates
317
Goodwill
2,717
Intangible assets, net
1,047
Other assets
134
Liabilities:
Current maturities of long-term debt
$
422
Accounts payable
639
Commodity imbalances
10
Accrue
r
d taxes
5
Accrue
r
d interest
73
Other current liabi
a lities
85
Long-term debt, excluding current maturities
4,693
Deferred income taxes
2,041
Other defer
f red credits
97
97

K.
EARNINGS PER SHARE
The fol
f lowing tabl
a es set for
f
th the computation of basic and diluted EPS for the periods indicated:
Year Ended Dec. 31, 2024
Income
Shares
Per Share
Amount
(Millions, excep
e
t per share amountst )
Basic EPS
Net income attributable to ONEOK availabl
a e for
f
common stock
$
3,034
584.6
$
5.19
Diluted EPS
Effe
f ct of dilutive securities
—
1.9
Net income attributable to ONEOK availabl
a e for
f
common stock and common stock
equivalents
$
3,034
586.5
$
5.17
Year Ended Dec. 31, 2023
Income
Shares
Per Share
Amount
(Millions, excep
e
t per share amountst )
Basic EPS
Net income availabl
a e for
f
common stock
$
2,658
484.3
$
5.49
Diluted EPS
Effe
f ct of dilutive securities
—
1.1
Net income availabl
a e for
f
common stock and common stock equivalents
$
2,658
485.4
$
5.48
Year Ended Dec. 31, 2022
Income
Shares
Per Share
Amount
(Millions, excep
e
t per share amountst )
Basic EPS
Net income available for common stock
$
1,721
447.5
$
3.85
Diluted EPS
Effe
f ct of dilutive securities
—
0.9
Net income available for common stock and common stock equivalents
$
1,721
448.4
$
3.84
L.
SHARE-BASED PAYMENTS
Our Equity Incentive Plan (EIP) provides for
f
the granting of stock-based compensation, including restricted stock unit awards
and performance unit awards, to eligible employees and the granting of stock awards to non-employee directors. We have
reserved 8.5 million shares of common stock for issuance under the EIP and at Dec. 31, 2024, we had 3.2 million shares
availabl
a e for
f
issuance under the plan. This calculation of available shares reflects shares issued and estimated shares expected
to be issued upon vesting of outstanding awards granted under the EIP, excluding estimated for
f
feitures expected to be returned
to the plan.
EnLink Controlling Interest Acquisition - As discussed in Note B, we completed the EnLink Controlling Interest Acquisition
on Oct. 15, 2024. EnLink has previously issued restricted incentive units and performance units that vest at the end of a
designated period, typically three years. The fai
f r value of these awards attributable to pre-combination service was allocated to
consideration transferred and was included as part of the purchase price. The portion attributable to post-combination service is
being recognized as compensation expense on a straight-line basis over the remaining vesting period of the awards.
Compensation expense for the unit-based awards of EnLink for
f
the ownership period is not material. In addition, unrecognized
compensation expense related to the outstanding EnLink restricted incentive units and performance units is not material.
Magellan Acquisition - As discussed in Note B, we completed the Magellan Acquisition on Sept. 25, 2023. Prior to the
acquisition, Magellan had previously issued unit-based awards consisting of time-vested phantom units and performance
phantom units, that vested at the end of a designated period, typically three years. Pursuant to the terms of the Merger
Agreement, each outstanding unit-based award was converted into a restricted stock unit and measured at their acquisition date
fair value as if they were vested and issued on the acquisition date. The fair value attributable to pre-combination service was
allocated to consideration transferred and was included as part of the purchase price. The portion attributable to post-
98

combination service is being recognized as compensation expense on a straight-line basis over the remaining vesting period of
the awards. Converted restricted stock unit awards accrue dividend equivalents that are paid out in cash at vesting.
Restricted Stock Units - We have granted restricted stock units to key employees that vest at the end of a designated period,
typically three years, and entitle the grantee to receive shares of our common stock. Restricted stock unit awards are measured
at fair value as if they were vested and issued on the grant date and adjusted for
f
estimated for
f
feitures. Restricted stock unit
awards accrue
r
dividend equivalents in the form of additional restricted stock units prior to vesting. Compensation expense is
recognized on a straight-line basis over the vesting period of the award.
Perfor
f
mance Unit Awards - We have granted performance unit awards to key employees that vest at the end of a three-year
period. Upon vesting, a holder of outstanding performance units is entitled to receive a number of shares of our common stock
equal to a percentage (0% to 200%) of the performance units granted, based on our total shareholder retur
t
n over the vesting
period, compared with the total shareholder retur
t
n of a peer group of other energy companies over the same period.
Performance unit awards are measured at fair value on the grant date based on a Monte Carlo model and adju
d sted for estimated
forfeitures. Performance unit awards accrue
r
dividend equivalents in the form of additional performance units prior to vesting.
Compensation expense is recognized on a straight-line basis over the vesting period of the award.
Stock Compensation for
f
Non-Employee Directors - The EIP provides for
f
the granting of nonstatutory stock options and
stock bonus awards to non-employee directors, including performance unit awards and restricted stock unit awards. Under the
EIP, awards may be granted by the Executive Compensation Committee at any time, until grants have been made for all shares
authorized under the EIP. The maximum number of shares of common stock and cash-based awards that can be issued to a
participant under the EIP dur
d
ing any year is limited to $0.8 million in value as of the grant date. No performance unit awards or
restricted stock unit awards have been made to non-employee directors, and there are no options outstanding.
General - For all awards outstanding, we used a 3% for
f
feiture rate based on historical for
f
feitures under our share-based
payment plans. We currently use treasury s
r
tock to satisfy o
f
ur share-based payment obligations.
Compensation expense, exclusive of those recognized within transaction costs, for
f
our share-based payment plans was $102
million, $63 million and $53 million dur
d
ing 2024, 2023 and 2022, respectively, before related tax benefits of $36 million, $14
million and $13 million, respectively.
Restricted Stock Unit Activity - As of Dec. 31, 2024, we had $43 million of total unrecognized compensation cost related to
our nonvested restricted stock unit awards, which is expected to be recognized over a weighted-average period of 1.7 years.
The fol
f lowing tabl
a es set for
f
th activity and various statistics for
f
our restricted stock unit awards:
Number of
Units
Weighted
Average Price
Nonvested Dec. 31, 2023 (a)
1,724,565
$
62.08
Granted
512,427
$
75.42
Released to participants (b)
(808,544) $
58.60
Forfeited (b)
(68,326) $
71.14
Nonvested Dec. 31, 2024 (c)
1,360,122
$
68.71
(a) - Includes 847,120 unvested restricted stock unit awards granted in conjunction with the Magellan Acquisition.
(b) - Includes 509,077 restricted stock unit awards released to participants and for
f
feited in conju
n nction with the Magellan Acquisition.
(c) - Includes 338,043 restricted stock that remain unvested related to the Magellan Acquisition.
2024
2023
2022
Weighted-average grant date fai
f r value (per share)
$
75.42
$
66.50
$
60.96
Fair value of units granted (millions of dollars)
$
39
$
111
$
20
Grant date fai
f r value of units vested (millions of dollars)
$
47
$
48
$
14
99

Perfor
f
mance Unit Activity - As of Dec. 31, 2024, we had $38 million of totat l unrecognized compensation cost related to the
nonvested performance unit awards, which is expected to be recognized over a weighted-average period of 1.8 years. The
following tabl
a es set for
f
th activity and various statistics related to the performance unit awards and the assumptions used in the
valuations at the respective grant dates:
Number of
Units
Weighted
Average Price
Nonvested Dec. 31, 2023
1,094,940
$
75.22
Granted
452,360
$
85.69
Released to participants
(418,357) $
62.32
Forfeited
(29,244) $
82.10
Nonvested Dec. 31, 2024
1,099,699
$
84.25
2024
2023
2022
Volatility (a)
29.00%
63.30%
61.10%
Dividend yield
5.40%
5.75%
6.15%
Risk-free interest rate
4.46%
4.43%
1.78%
(a) - Volatility was based on historical volatility over three years using daily stock price observations.
2024
2023
2022
Weighted-average grant date fai
f r value (per share)
$
85.69
$
87.46
$
79.05
Fair value of units granted (millions of dollars)
$
39
$
32
$
32
Grant date fai
f r value of units vested (millions of dollars)
$
26
$
21
$
20
Employee Stock Purchase Plan - We have reserved a total of 12 million shares of common stock for
f
issuance under our
Employee Stock Purchase Plan (the ESPP). Subject to certain exclusions, all employees are eligible to participate in the ESPP.
Employees can choose to have up t
u
o 10% of their base pay withheld from each paycheck during the offe
f ring period to purchase
our common stock, subject to terms and limitations of the plan. The purchase price of the stock is 85% of the lower of its grant
date or exercise date market price. Approximately 59%, 69% and 68% of employees participated in the plan in 2024, 2023 and
2022, respectively. Under the plan, we sold 275,874 shares at a weighted average of $64.38 per share in 2024, 236,108 shares
at a weighted average of $52.70 per share in 2023 and 235,583 shares at a weighted average of $47.21 per share in 2022.
Employee Stock Award Program - Under our Employee Stock Award Program, we issued, for
f
no monetary consideration, to
all eligible employees one share of our common stock when the per-share closing price of our common stock on the NYSE is at
or above each one-dollar increment above its previous high closing price. We originally reserved a total of 900,000 shares of
common stock for issuance under this program. Shares issued to employees under this program during 2024 totaled 127,825
and we have ful
f ly awarded all shares allocated to the program. We expect to request additional shares be issued and allocated
to the program during the 2025 Annual Meeting of Shareholders. Employees have received awards through the $103 milestone.
No shares were issued to employees under this program in 2023 or 2022.
Deferred Compensation Plan for Non-Employee Directors - Our Deferred Compensation Plan for
f
Non-Employee Directors
provides our non-employee directors the option to defer
f
all or a portion of their compensation for
f
their service on our Board of
Directors. Under the plan, directors may elect either a cash defer
f ral option or a phantom stock option. Under the cash deferral
option, directors may elect to defer the receipt of all or a portion of their annual retainer fees
f
, which will be credited with
interest during the deferral period. Under the phantom stock option, directors may defer all or a portion of their annual retainer
fees and receive such fee
f
s on a deferred basis in the for
f
m of shares of common stock under our EIP, which earn the equivalent
of dividends declared on our common stock. Shares are distributed to non-employee directors at the fair market value of our
common stock at the date of distribution.
M.
EMPLOYEE BENEFIT PLANS
Retirement and Other Postretirement Benefit
f
Plans
ONEOK Legacy Retirement Plan - We have a legacy defin
f ed benefit pension plan covering certain employees and for
f
mer
employees, which closed to new participants in 2005. In addition, we have a supplemental executive retirement plan for
f
the
benefit of certain offi
f cers who participate in our defined benefit
f
pension plan. Our supplemental executive retirement plan is
closed to new participants. We fund our defined benefit
f
pension plan at a level needed to maintain or exceed the minimum
funding levels required by the Employee Retirement Income Security Act of 1974, as amended.
100

Magellan Legacy Retirement Plans - As a result of the Magellan Acquisition, we assumed the pension plan assets and
obligations of Magellan in 2023. These obligations are composed of two defin
f ed benefit pension plans, including one for non-
union employees and one for union employees. The pension plan for
f
non-union employees closed to new participants upon the
closing of the acquisition. The pension plan for union employees closed to new participants in January 2024. We fund these
defined benefit
f
pension plans at a level needed to maintain or exceed the minimum fundi
f
ng levels required by the Employee
Retirement Income Security Act of 1974, as amended.
Other Postretirement Benefit
f
Plans - We sponsor legacy health and welfare plans that provide postretirement medical and lifef
insurance benefits
f
to employees hired prior to 2017 who retire with at least fiv
f e years of ful
f l-time consecutive service. The
postretirement medical plan for pre-Medicare participants is contributory,
r
with retiree contributions adju
d sted periodically, and
contains other cost-sharing fea
f
tures such as deduc
d
tibles and coinsurance. The postretirement medical plan for Medicare-
eligible participants is an account-based plan under which participants may elect to purchase private insurance policies under a
private exchange and/or seek reimbursement of other eligible medical expenses. In 2023, we also assumed the postretirement
benefit obligations of Magellan which covers certain employees of Magellan.
Obligations and Funded Status - The following table sets forth our retirement and other postretirement benefit
f
plans benefit
f
obligations and fai
f r value of plan assets for the periods indicated:
Retirement Benefit
f s
Other Postretirement Benefit
f s
Dec. 31,
Dec. 31,
2024
2023
2024
2023
Change in benefit obligation
(Millions of dollars)
Benefit obligation, beginning of period
$
702
$
423
$
51
$
38
Service cost
21
7
—
—
Interest cost
37
27
2
2
Plan participants’ contributions
—
—
1
1
Actuarial (gain) loss
(35)
38
(5)
3
Benefits paid
(36)
(33)
(3)
(4)
Magellan Acquisition
—
240
—
11
Benefit obligation, end of period (a)
689
702
46
51
Change in plan assets
Fair value of plan assets, beginning of period
554
322
16
17
Actual return on plan assets
12
60
1
2
Employer contributions
5
—
—
—
Plan participants’ contributions
—
—
1
1
Benefits paid
(36)
(33)
(3)
(4)
Magellan Acquisition
—
205
—
—
Fair value of plan assets, end of period (b)
535
554
15
16
Balance at Dec. 31
$
(154) $
(148) $
(31)
$
(35)
Current liabi
a lities
$
(5) $
(5) $
—
$
—
Noncurrent liabi
a lities
(149)
(143)
(31)
(35)
Balance at Dec. 31
$
(154) $
(148) $
(31)
$
(35)
(a) - The benefit obligation for
f
Retirement Benefits
f
at Dec. 31, 2024 and 2023, include the supplemental executive retirement plan obligation.
(b) - Fair value of plan assets for Retirement Benefits
f
exclude the assets of our suppl
u
emental executive retirement plan, which totaled $92
million and $89 million at Dec. 31, 2024 and 2023, respectively, and are included in other assets on the Consolidated Balance Sheets. These
assets are maintained in a rabbi
a
trus
r
t and are not treated as assets of the supplemental executive retirement plan.
The accumulated benefit
f
obligation for
f
our retirement plans was $628 million and $637 million at Dec. 31, 2024 and 2023,
respectively.
The components of net periodic benefit
f
cost and related assumptions, and amounts recognized in other comprehensive income
related to our retirement and other postretirement benefit
f
plans are not material. The balance in accumulated other
comprehensive loss at Dec. 31, 2024 and 2023, was $58 million and $64 million, respectively. This balance is expected to be
amortized over the average remaining service period of employees participating in these plans.
101

Actuarial Assumptions - The following table sets forth the weighted-average assumptions used to determine benefit
f
obligations for retirement and other postretirement benefit
f s for
f
the periods indicated:
Retirement Benefit
f s
Other Postretirement Benefit
f s
Dec. 31,
Dec. 31,
2024
2023
2024
2023
Discount rate
5.80%
5.40%
5.80%
5.50%
Compensation increase rate
3.65%
3.65%
NA
NA
Interest credit rating (a)
4.78%
4.03%
NA
NA
(a) - This actua
t
rial assumption is only appl
a
icable to the pension plans assumed with the Magellan Acquisition.
We determine our discount rates annually utilizing portfol
f ios of high-quality bonds matched to the estimated benefit
f
cash flo
f ws
of our retirement and other postretirement benefit
f
plans. Bonds selected to be included in the portfol
f ios are only those rated by
S&P or Moody’s as an AA or Aa2 rating or better and exclude callabl
a e bonds, bonds with less than a minimum issue size, yield
outliers and other filtering criteria to remove unsuitabl
a e bonds.
Plan Assets - Our investment strategy is to invest plan assets in accordance with sound investment practices that emphasize
long-term fundamentals. The goal of this strategy is to maximize investment returns while managing risk in order to meet the
plan’s current and proje
o cted financial obligations. The investment allocation for
f
our ONEOK legacy defined benefit
f
pension
plan follows a glide path appr
a
oach of liabi
a lity-driven investing that shifts a higher portfol
f io weighting to fix
f ed income as the
plan’s funded status increases. A majo
a rity of the legacy Magellan pension assets are allocated to fixed income securities and
invested to match the duration of the plans’ short, intermediate and long-term liabi
a lities, with the remaining amount allocated to
equity securities. Our pension plans utilize a diversified mix of investments that may include domestic and international
equities, short, intermediate and long term corporate and government obligations, real estate and hedge funds. The combined
target allocation for
f
the assets of our pension plans as of Dec. 31, 2024, is as follows:
Domestic and international equities
32 %
Long duration fix
f ed income
55 %
Return-seeking credit
5 %
Hedge funds
5 %
Real estate funds
3 %
Total
100 %
As part of our risk management for the plans, minimums and maximums have been set for
f
each of the asset classes listed above
a
.
102

The fai
f r value of the plan assets for our other postretirement benefit
f
plans as of Dec. 31, 2024, are not material. The following
tabl
a es set for
f
th the plan assets by fair value category a
r
s of the measurement date for
f
our defined benefit
f
pension plans:
Pension Benefit
f s
Dec. 31, 2024
Asset Category
Level 1
Level 2
Level 3
Subtotal
Measured at
NAV (d)
Total
(Millions of dollars)
Investments:
Equity securities
$
64
$
—
$
—
$
64
$
—
$
64
Cash and money market fun
f
ds
7
—
—
7
—
7
Government obligations
36
—
—
36
—
36
Corporate obligations
101
—
—
101
—
101
Common/collective trusts
Equity securities (a)
—
—
—
—
107
107
Real estate funds
—
—
—
—
18
18
Government obligations
—
—
—
—
50
50
Corporate obligations (b)
—
—
—
—
118
118
Short-term investments
—
—
—
—
5
5
Other investments (c)
—
—
—
—
29
29
Fair value of plan assets
$
208
$
—
$
—
$
208
$
327
$
535
(a) - This category r
r
epresents securities of the respective market sector from diverse industries.
(b) - This category r
r
epresents bonds from diverse industries.
(c) - This category r
r
eprese tn s alternative investments in limited partnerships, which can be redeemed with a 30-day notice with no further
restrictions. There are no unfunde
f
d capital commitments. These limited partnerships invest through multi-strategy programs in broadly
diversifie
f d portfol
f ios of private investment funds, hedge funds and/or separate accounts to seek equity-like retur
t
ns with low market
correlation, reduced volatility and limited risk.
(d) - Plan asset investments measured at fair value using the net asset value per share.
Pension Benefit
f s
Dec. 31, 2023
Asset Category
Level 1
Level 2
Level 3
Subtotal
Measured at
NAV (d)
Total
(Millions of dollars)
Investments:
Equity securities
$
65
$
—
$
—
$
65
$
—
$
65
Cash and money market fun
f
ds
9
—
—
9
—
9
Government obligations
45
—
—
45
—
45
Corporate obligations
100
—
—
100
—
100
Common/collective trusts
Equity securities (a)
—
—
—
—
109
109
Real estate funds
—
—
—
—
17
17
Government obligations
—
—
—
—
60
60
Corporate obligations (b)
—
—
—
—
114
114
Short-term investments
—
—
—
—
6
6
Other investments (c)
—
—
—
—
29
29
Fair value of plan assets
$
219
$
—
$
—
$
219
$
335
$
554
(a) - This category r
r
epresents securities of the respective market sector from diverse industries.
(b) - This category r
r
epresents bonds from diverse industries.
(c) - This category r
r
eprese tn s alternative investments in limited partnerships, which can be redeemed with a 30-day notice with no further
restrictions. There are no unfunde
f
d capital commitments. These limited partnerships invest through multi-strategy programs in broadly
diversifie
f d portfol
f ios of private investment funds, hedge funds and/or separate accounts to seek equity-like retur
t
ns with low market
correlation, reduced volatility and limited risk.
(d) - Plan asset investments measured at fair value using the net asset value per share.
Contributions - During 2024, we contributed $5 million to our legacy ONEOK defined benefit
f
pension and made no
contributions to our legacy Magellan defin
f ed benefit pension plans and other post retirement benefit
f
plans. We contributed $9
million to our legacy ONEOK defined benefit
f
pension, $17 million to our legacy Magellan non-union plan and $3 million to
103

our legacy Magellan union plan in Februa
r
ry 2025. We do not expect to make any contributions to our other postretirement
benefit plans in 2025.
Pension and Other Postretirement Benefit
f
Payments - Benefit
f
payments for our defined benefit
f
pensions and other
postretirement benefit plans for the period ending Dec. 31, 2024, were $36 million and $3 million, respectively. The following
tabl
a e sets for
f
th the defin
f ed benefit pension and other postretirement benefits
f
payments expected to be paid in 2025 through
2034:
Pension
Benefits
Other
Postretirement
Benefits
Benefits to be paid in:
(Millions of dollars)
2025
$
44
$
5
2026
$
45
$
4
2027
$
47
$
4
2028
$
48
$
4
2029
$
51
$
4
2030 through 2034
$
272
$
17
The expected benefits to be paid are based on the same assumptions used to measure our benefit obligation at Dec. 31, 2024,
and include estimated fut
f ur
t
e employee service.
Other Employee Benefit
f
Plans
401(k) Plan - We have a 401(k) Plan covering all employees, and employee contributions are discretionary. We match 100%
of employee 401(k) Plan contributions up to 6% of each participant’s eligible compensation each payroll period, subj
u ect to
certain limits. We also make profit-sharing contributions under our 401(k) Plan for employees who do not participate in our
defined benefit
f
pension plans. We generally make a quarterly profit
f -sharing contribution equal to 1% of each profit-
f
sharing
participant’s eligible compensation during the quarter and an annual discretionary profit-
f
sharing contribution equal to a
percentage of each profit-
f
sharing participant’s eligible compensation. Effe
f ctive Jan. 1, 2025, the profit-sharing quarterly
contributions will increase to 6% from 1% of quarterly eligible compensation. We will continue to make annual discretionary
contributions of up to 2% of eligible compensation. Our contributions made to the plan, including profit-
f
sharing contributions,
were $66 million, $44 million and $35 million in 2024, 2023 and 2022, respectively.
Medallion terminated the legacy Medallion 401(k) Plan effe
f ctive Oct. 30, 2024, prior to the closing of the Medallion
Acquisition on Oct. 31, 2024. Legacy Medallion employees may roll their Medallion 401(k) Plan account balance to the
ONEOK 401(k) Plan or an individual retirement account or take a distribution.
In September 2023, the legacy Magellan 401(k) Plan was terminated as a result of the Magellan Acquisition, and legacy
Magellan employees were given the option to roll their 401(k) balances into the existing ONEOK 401(k) Plan or to their
individual retirement accounts. The Magellan 401(k) plan was liquidated and closed in September 2024.
Subsequent event - EnLink terminated the EnLink 401(k) Plan effe
f ctive Jan. 30, 2025, prior to the closing of the EnLink
Acquisition. Legacy EnLink employees may roll their EnLink 401(k) Plan account balance to the ONEOK 401(k) Plan, an
individual retirement account or take a distribution.
Nonqualifie
f d Defer
f
red Compensation Plan - The 2020 Nonqualifie
f d Defer
f red Compensation Plan and its predecessor
nonqualifie
f d defer
f red compensation plans (collectively, the NQDC Plan) provide a select group of management and highly
compensated employees, as appr
a
oved by our chief executive offi
f cer, with the option to defer
f
portions of their compensation and
receive notional employer contributions that generally are not availabl
a e due
d
to limitations on employer and employee
contributions to qualifie
f d defin
f ed contribution plans under fed
f
eral tax laws. Our investments which are included in other assets
on the Consolidated Balance Sheets related to the NQDC Plan are not material. These investments are maintained in a rabbi
trus
r
t. Our contributions to the plan were not material.
104

N.
INCOME TAXES
The fol
f lowing tabl
a e sets for
f
th our provision for income taxes for the periods indicated:
Years Ended Dec. 31,
2024
2023
2022
(Millions of dollars)
Current tax expense (benefit)
Federal
$
89
$
(3) $
52
State
20
12
12
Total current tax expense
109
9
64
Deferred tax expense
Federal
792
739
423
State
97
90
41
Total defer
f red tax expense
889
829
464
Total provision for income taxes
$
998
$
838
$
528
The fol
f lowing tabl
a e is a reconciliation of our income tax provision for the periods indicated:
Years Ended Dec. 31,
2024
2023
2022
(Millions of dollars)
Income before income taxes
$
4,110
$
3,497
$
2,250
Federal statutory income tax rate
21.0 %
21.0 %
21.0 %
Provision for fed
f
eral income taxes
863
734
472
State income taxes, net of federal benefit
f
93
100
54
Change in valuation allowance
12
2
(1)
Deferred tax rate change
20
—
—
Excess tax benefits from share-based compensation
(13)
1
(1)
Other, net
23
1
4
Income tax provision
$
998
$
838
$
528
The fol
f lowing tabl
a e sets for
f
th the tax effe
f cts of temporary d
r
iffe
f rences that gave rise to significant portions of the defer
f red tax
assets and liabi
a lities as of the dates indicated:
Dec. 31,
2024
Dec. 31,
2023
Deferred tax assets
(Millions of dollars)
Employee benefits
f
and other accrue
r
d liabi
a lities
$
99
$
88
Federal net operating loss
2,818
2,534
State net operating loss and benefits
f
515
492
Derivative instrum
r
ents
15
—
Interest expense limitation
407
210
Other
39
20
Total defer
f red tax assets
3,893
3,344
Valuation allowance for
f
state net operating loss and tax credits
Carryforward expected to expire prior to utilization
(252)
(240)
Net defer
f red tax assets
3,641
3,104
Deferred tax liabi
a lities
Excess of tax over book depreciation
58
104
Derivative instrum
r
ents
—
7
Investment in partnerships (a)
9,034
5,587
Total defer
f red tax liabi
a lities
9,092
5,698
Net defer
f red tax liabilities
$
5,451
$
2,594
(a) Due primarily to excess of tax over book depreciation.
105

On Oct. 15, 2024, we completed the EnLink Controlling Interest Acquisition resulting in a diffe
f rence between the carrying
value of the underlying assets acquired and the carryover tax basis in the assets, which resulted in a deferred tax liabi
a lity of
$2.0 billion recorded as part of the purchase price allocation.
Sub
u sequent event
q
- On Jan. 31, 2025, we completed the EnLink Acquisition by acquiring all of the remaining and outstanding
publicly held EnLink Units. EnLink is now a wholly owned subsidiary and included in our consolidated income tax retur
t
ns.
As of Dec. 31, 2024, we have fed
f
eral net operating loss carryforwards of $13.4 billion, the majority of which have an indefinite
carryforward period. We expect to generate taxabl
a e income and utilize these net operating loss carryforwards in future periods.
We also have loss and credit carryovers in multiple states, $11.0 billion of which, have an indefinite carryforward period and
$2.3 billion of which will expire between 2026 and 2044. We have deferred tax assets related to fed
f
eral and state net operating
loss and credit carryforwards of $3.3 billion and $3.0 billion in 2024 and 2023, respectively. We believe that it is more likely
than not that the tax benefits of certain state carryforwards will not be utilized; therefore, we recorded a valuation allowance,
which was increased by $12 million and $165 million in 2024 and 2023, respectively, a d
nd reduc d
ed by
by $1 million in 2022
through net income.
O.
UNCONSOLIDATED AFFILIATES
EnLink Controlling Interest Acquisition - As a result of the EnLink Controlling Interest Acquisition, our investments in
unconsolidated affi
f liates includes EnLink’s three unconsolidated affi
f liates. These investments include EnLink’s 15%
ownership interest in Matterhorn, which is a bidirectional pipeline that transports natural gas from the Waha Hub to Katy,
Texas. The other unconsolidated affi
f liates acquired are not material.
Investments in Unconsolidated Affiliates - The following table sets forth our investments in unconsolidated affi
f liates as of the
dates indicated:
Net
Ownership
Interest
Dec. 31,
2024
Dec. 31,
2023
(Millions of dollars)
Overland Pass
50%
$
400
$
402
Saddlehorn (a)
40%
373
288
Northern Border
50%
333
338
BridgeTex
30%
250
193
Matterhorn (b)
15%
248
—
MVP
25%
235
241
Roadrunner
50%
183
188
Other
Various
294
224
Investments in unconsolidated affi
f liates (c)
$
2,316
$
1,874
(a) - In March 2024, we purchased an additional 10% interest in Saddlehorn, resulting in a 40% ownership interest.
(b) - As of Dec. 31, 2024, the 15% interest represents EnLink’s ownership interest in Matterhorn.
(c) - Includes basis differences of $368 million and $148 million at Dec. 31, 2024 and 2023, respectively, related to property, plant and
equipment and equity-method goodwill (Note A).
106

Equity in Net Earnings fro
f
m Investments - The following table sets forth our equity in net earnings from investments for
f
the
periods indicated:
Years Ended Dec. 31,
2024
2023
2022
(Millions of dollars)
BridgeTex (a)
$
127
$
(1) $
—
Northern Border
95
75
71
Overland Pass
86
56
33
Saddlehorn (a)
50
10
—
Roadrunner
40
43
37
MVP (a)
14
4
—
Matterhorn (b)
8
—
—
Other
19
15
7
Equity in net earnings from investments
$
439
$
202
$
148
y
g
y
g
(a) - For the year ended Dec. 31, 2023, includes equity in net earnings from the period Sept. 25, 2023 through Dec. 31, 2023.
(b) - For the year ended Dec. 31, 2024, includes equity in net earnings from the period Oct. 15, 2024 through Dec. 31, 2024.
We incurred expenses in transactions with unconsolidated affi
f liates of $254 million, $132 million and $83 million for 2024,
2023 and 2022, respectively, primarily related to Overland Pass and Northern Border. Revenue earned and accounts receivable
from, and accounts payable to, our equity-method investees were not material.
We have agreements with our unconsolidated affi
f liates which provide that distributions to members are made, primarily, on a
pro rata basis according to each member’s ownership interest.
We are the operator of Roadrunn
r
er, BridgeTex, MVP and Saddlehorn. In each case, we have operating agreements that provide
for reimbursement or payment to us for
f
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.
In 2024, we acquired an additional 10% interest in Saddlehorn, resulting in a total ownership interest of 40%. In 2023, we
made an equity contribution of $105 million to Roadrunne
r
r, which in combination with an equal contribution fro
f
m our joint
ventur
t
e partner, was used to repay Roadrunne
r
r’s outstanding debt. Also in 2023, we made an equity contribution of
$91 million to Northern Border which in combination with an equal contribution fro
f
m our joint venture partner, was used to
partially repay the outstanding balance of its revolving credit facility and fund
f
capital proje
o cts. In 2022, our equity
contributions were not material.
P.
COMMITMENTS AND CONTINGENCIES
Commitments - The following tabl
a e sets for
f
th our transportation, volume and storage commitments for
f
the periods indicated:
Commitments
(Millions of dollars)
2025
$
144
2026
160
2027
144
2028
140
2029
135
Thereafte
f r
708
Total
$
1,431
Regulatory, Environmental and Safet
f y Matters - The operation of pipelines, terminals, plants and other facilities for
f
the
gathering, processing, fractionation, transportation and storage of products is subj
u ect to numerous and complex laws and
regulations pertaining to health, safet
f y 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, construc
r
ting and operating
pipelines, terminals, plants and other facilities must incorpor
r
ate compliance with these laws, regulations and safet
f y 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 construc
r
tion. Management does not
107

believe that, based on currently known infor
f
mation, a material risk of noncompliance with these laws and regulations exists that
will affe
f ct adversely our consolidated results of operations, fin
f ancial condition or cash flo
f ws.
Legal Proceedings - Corpus
r
Christi Terminal Personal Inju
n ry Proceeding
p
j
y
g - Ismael Garcia, Andrew Ramirez, and Jesus Juarez
Quintero, et al. brought personal injury c
r
ases against Magellan and co-defen
f
dants Triton Industrial Services, LLC, Tidal Tank,
Inc. and Cleveland Integrity Services, Inc. in Nueces County Court in Texas. The claims were originally brought in three
different actions but were consolidated into a single case on Mar. 2, 2021. Claims were asserted by or on behalf of seven
individuals, and certain beneficiaries, who were employed by a contractor of Magellan and were inju
n red, one fatally, as a result
of a fir
f e that occurred on Dec. 5, 2020, while they were cleaning a tank at our Corpus Christi terminal. In 2024, we reached
settlement with all remaining claimants, and all settlement payments were made, and were ful
f ly offs
f et by insurance proceeds
received.
We are a party to various other 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 reasonabl
a y possible losses fro
f
m such proceedings,
individually and in the aggregate, are not material. Additionally, we believe the probabl
a e fin
f al outcome of such proceedings
will not have a material adverse effect on our consolidated results of operations, fin
f ancial position or cash flo
f ws.
Q.
LEASES
Lessee activity - The fol
f lowing tabl
a e sets for
f
th information about
a
our operating lease assets and liabi
a lities included in our
Consolidated Balance Sheets as of the dates indicated:
Leases
Location in our Consolidated
Balance Sheets
Dec. 31, 2024
Dec. 31, 2023
(Millions of dollars)
Operating leases assets
Other assets
$
220
$
104
Operating leases liabi
a lities
Current
Other current liabilities
$
62
$
23
Noncurrent
Other defer
f red credits
154
74
Total operating lease liabi
a lities
$
216
$
97
g
The weighted average remaining lease term for
f
our operating leases was 9.1 years and 6.3 years at Dec. 31, 2024 and 2023,
respectively. The weighted average discount rate for our operating leases was 5.51% and 5.78% at Dec. 31, 2024 and 2023,
respectively. Our weighted-average discount rates represent the rate implicit in the lease or our incremental borrowing rate for
a term equal to the remaining term of the lease.
The fol
f lowing tabl
a e sets for
f
th the matur
t
ity of our lease liabi
a lities as of Dec. 31, 2024:
Operating
Leases
(Millions of dollars)
2025
$
72
2026
52
2027
30
2028
25
2029
21
2030 and beyond
75
Total lease payments
275
Less: Interest
59
Present value of lease liabi
a lities
$
216
Our lease costs and supplemental cash flo
f w infor
f
mation related to our leases for the periods ended Dec. 31, 2024 and 2023, are
not material.
108

R.
REVENUES
Unsatisfie
f d Perfor
f
mance 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
f
which we recognize revenue
at the amount to which we have the right to invoice for services performed.
The fol
f lowing tabl
a e presents aggregate value allocated to unsatisfied performance obligations as of Dec. 31, 2024, 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 two months to16 years:
Expected Period of Recognition in Revenue
(Millions of dollars)
2025
$
1,230
2026
1,058
2027
993
2028
917
2029 and beyond
3,314
Total estimated transaction price allocated to unsatisfied performance obligations
$
7,512
g
The table above excludes variabl
a e consideration allocated entirely to wholly unsatisfied performance obligations, wholly
unsatisfied promises to transfer
f
distinct goods or services that are part of a single performance obligation and consideration we
determine to be ful
f ly constrained. Information on the nature of the variabl
a e consideration excluded and the natur
t
e of the
performance obligations to which the variable consideration relates can be found in the description of the majo
a r contract types
discussed in Note A. The amounts we determined to be fully constrained relate to fut
f ur
t
e sales obligations under long-term sales
contracts where the value is not known and minimum volume agreements, which we consider to be fully constrained until
invoiced.
S.
SEGMENTS
Segment Descriptions - Our operations are divided into four reportabl
a e business segments, as follows:
•
our Natural Gas Gathering and Processing segment gathers, treats, processes and markets natur
t
al gas;
•
our Natural Gas Liquids segment gathers, treats, fractionates and transports NGLs and stores, markets and distributes
Purity NGLs;
•
our Natural Gas Pipelines segment transports, stores and markets natur
t
al gas; and
•
our Refined Products and Crude segment gathers, transports, stores, distributes, blends and markets Refined Products
and crude oil.
On Oct. 15, 2024, we completed the EnLink Controlling Interest Acquisition. EnLink’s results of operations are reported
across all four of our existing operating segments from the period of Oct. 15, 2024, to Dec. 31, 2024. On Oct. 31, 2024, we
completed the Medallion Acquisition. Medallion’s results of operations are reported in our Refined Products and Crude
segment fro
f
m the period of Nov. 1, 2024, to Dec. 31, 2024.
Other and eliminations consist of corpor
r
ate 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 reportabl
a e
segments to our Consolidated Financial Statements.
For the years ended Dec. 31, 2024, and Dec. 31, 2022, we had no single customer fro
f
m which we received 10% or more of our
consolidated revenues. For the year ended Dec. 31, 2023, revenues fro
f
m one customer impacting all our segments represented
approximately 11% of our consolidated revenues.
The significant expense categories and amounts included in the tabl
a e below align with the segment-level information that is
regularly provided to the chief operating decision maker.
109

Operating Segment Information - The following tabl
a es set for
f
th certain selected fin
f ancial information for
f
our operating
segments for the periods indicated:
Year Ended Dec. 31, 2024
Natural Gas
Gathering and
Processing
Natural Gas
Liquids
Natural Gas
Pipelines
Refined
Products and
Crude
Total
Segments
(Millions of dollars)
Liquids commodity sales
$
3,033
$
14,446
$
—
$
2,258
$
19,737
Residue natural gas sales
1,203
—
137
—
1,340
Exchange services and natur
t
al gas gathering and
processing revenue
260
500
—
—
760
Transportation and storage revenue
70
207
684
2,082
3,043
Other revenue
23
14
1
120
158
Total revenues (a)
4,589
15,167
822
4,460
25,038
Cost of sales and fuel (exclusive of depreciation and
operating costs)
(2,600)
(11,994)
(112)
(1,949)
(16,655)
Operating costs
(603)
(762)
(233)
(888)
(2,486)
Adju
d sted EBITDA from unconsolidated affi
f liates
3
95
187
247
532
Noncash compensation expense
20
34
8
31
93
Other (b)
75
3
228
(9)
297
Segment adjusted EBITDA
$
1,484
$
2,543
$
900
$
1,892
$
6,819
Depreciation and amortization
$
(325) $
(361) $
(88) $
(354) $
(1,128)
Equity in net earnings fro
f
m investments
$
—
$
85
$
143
$
211
$
439
Investments in unconsolidated affi
f liates
$
33
$
484
$
764
$
1,031
$
2,312
Total assets
$
15,856
$
19,797
$
5,041
$
23,181
$
63,875
Capi
a tal expenditures
$
492
$
987
$
258
$
216
$
1,953
g
j
g
j
(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 $3.0 billion for
f
the Natur
t
al Gas Gathering and Processing segment, $0.3 billion for
f
the
Natural Gas Liquids segment and were not material for the Refined Products and Crude and Natur
t
al Gas Pipelines segments.
(b) - Includes a gain of $227 million for
f
the Natur
t
al Gas Pipelines segment related to the sale of three of our wholly owned interstate natur
t
al
gas pipeline systems to DT Midstream, Inc.
Year Ended Dec. 31, 2024
Total
Segments
Other and
Eliminations
Total
(Millions of dollars)
Reconciliations of total segments to consolidated
Liquids commodity sales
$
19,737
$
(3,287) $
16,450
Residue natural gas sales
1,340
(10)
1,330
Exchange services and natur
t
al gas gathering and processing revenue
760
—
760
Transportation and storage revenue
3,043
(23)
3,020
Other revenue
158
(20)
138
Total revenues (a)
$
25,038
$
(3,340) $
21,698
Cost of sales and fuel (exclusive of depreciation and operating costs)
$
(16,655) $
3,344
$
(13,311)
Operating costs
$
(2,486) $
(10) $
(2,496)
Depreciation and amortization
$
(1,128) $
(6) $
(1,134)
Equity in net earnings from investments
$
439
$
—
$
439
Investments in unconsolidated affi
f liates
$
2,312
$
4
$
2,316
Total assets
$
63,875
$
194
$
64,069
Capi
a tal expenditures
$
1,953
$
68
$
2,021
(a) - Substantially all of our revenues relate to contracts with customers.
110

Year Ended Dec. 31, 2023
Natural Gas
Gathering and
Processing
Natural Gas
Liquids
Natural Gas
Pipelines
Refined
Products and
Crude
Total
Segments
(Millions of dollars)
Liquids commodity sales
$
2,479
$
13,666
$
—
$
502
$
16,647
Residue natural gas sales
1,398
—
39
—
1,437
Gathering, processing and exchange services
revenue
147
549
—
—
696
Transportation and storage revenue
—
204
582
535
1,321
Other revenue
32
10
2
34
78
Total revenues (a)
4,056
14,429
623
1,071
20,179
Cost of sales and fuel (exclusive of depreciation
and operating costs)
(2,364)
(11,592)
(28)
(450)
(14,434)
Operating costs
(467)
(666)
(202)
(198)
(1,533)
Adju
d sted EBITDA from unconsolidated affi
f liates
1
67
160
36
264
Noncash compensation expense
19
29
8
6
62
Other (b)
(1)
778
(2)
—
775
Segment adjusted EBITDA
$
1,244
$
3,045
$
559
$
465
$
5,313
Depreciation and amortization
$
(272) $
(334) $
(67) $
(92) $
(765)
Equity in net earnings from investments
$
(2) $
58
$
118
$
28
$
202
Investments in unconsolidated affi
f liates
$
24
$
419
$
526
$
903
$
1,872
Total assets
$
7,078
$
14,974
$
2,624
$
19,531
$
44,207
Capi
a tal expenditures
$
448
$
818
$
228
$
52
$
1,546
g
j
g
j
(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 for
f
the Natur
t
al Gas Gathering and Processing segment totaled $2.4 billion and were not material
for the Natural Gas Liquids, Refin
f ed Products and Crude and Natur
t
al Gas Pipelines segments.
(b) - Includes a settlement gain of $779 million for
f
the Natur
t
al Gas Liquids segment related to the Medford incident.
Year Ended Dec. 31, 2023
Total
Segments
Other and
Eliminations
Total
(Millions of dollars)
Reconciliations of total segments to consolidated
Liquids commodity sales
$
16,647
$
(2,480) $
14,167
Residue natural gas sales
1,437
—
1,437
Gathering, processing and exchange services revenue
696
—
696
Transportation and storage revenue
1,321
(15)
1,306
Other revenue
78
(7)
71
Total revenues (a)
$
20,179
$
(2,502) $
17,677
Cost of sales and fuel (exclusive of depreciation and operating costs)
$
(14,434) $
2,505
$
(11,929)
Operating costs
$
(1,533) $
(2) $
(1,535)
Depreciation and amortization
$
(765) $
(4) $
(769)
Equity in net earnings from investments
$
202
$
—
$
202
Investments in unconsolidated affi
f liates
$
1,872
$
2
$
1,874
Total assets
$
44,207
$
59
$
44,266
Capi
a tal expenditures
$
1,546
$
49
$
1,595
(a) - Subs
u
tantially all of our revenues relate to contracts with customers.
111

Year Ended Dec. 31, 2022
Natural Gas
Gathering and
Processing
Natural Gas
Liquids
Natural Gas
Pipelines
Total
Segments
(Millions of dollars)
NGL and condensate sales
$
3,690
$
18,329
$
—
$
22,019
Residue natural gas sales
2,674
—
39
2,713
Gathering, processing and exchange services revenue
144
547
—
691
Transportation and storage revenue
—
180
539
719
Other revenue
25
11
1
37
Total revenues (a)
6,533
19,067
579
26,179
Cost of sales and fuel (exclusive of depreciation and operating costs)
(5,117)
(16,546)
(25)
(21,688)
Operating costs
(403)
(576)
(181)
(1,160)
Equity in net earnings from investments
5
35
108
148
Noncash compensation expense
17
27
7
51
Other
2
88
—
90
Segment adjusted EBITDA
$
1,037
$
2,095
$
488
$
3,620
Depreciation and amortization
$
(257) $
(302) $
(62) $
(621)
Investments in unconsolidated affi
f liates
$
28
$
415
$
359
$
802
Total assets
$
6,980
$
14,643
$
2,254
$
23,877
Capi
a tal expenditures
$
445
$
581
$
123
$
1,149
g
j
g
j
(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 for
f
the Natur
t
al Gas Gathering and Processing segment totaled $3.7 billion and were not material
for the Natural Gas Liquids and Natur
t
al Gas Pipelines segments.
Year Ended Dec. 31, 2022
Total
Segments
Other and
Eliminations
Total
(Millions of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales
$
22,019
$
(3,759) $
18,260
Residue natural gas sales
2,713
(8)
2,705
Gathering, processing and exchange services revenue
691
—
691
Transportation and storage revenue
719
(9)
710
Other revenue
37
(16)
21
Total revenues (a)
$
26,179
$
(3,792) $
22,387
Cost of sales and fuel (exclusive of depreciation and operating costs)
$
(21,688) $
3,778
$
(17,910)
Operating costs
$
(1,160) $
11
$
(1,149)
Depreciation and amortization
$
(621) $
(5) $
(626)
Equity in net earnings from investments
$
148
$
—
$
148
Investments in unconsolidated affi
f liates
$
802
$
—
$
802
Total assets
$
23,877
$
502
$
24,379
Capi
a tal expenditures
$
1,149
$
53
$
1,202
(a) - Subs
u
tantially all of our revenues relate to contracts with customers.
112

Years Ended Dec. 31,
2024
2023
2022
Reconciliation of net income to total segment adjusted EBITDA
(Millions of dollars)
Net income
$
3,112
$
2,659
$
1,722
Interest expense, net of capitalized interest
1,371
866
676
Depreciation and amortization
1,134
769
626
Income taxes
998
838
528
Adju
d sted EBITDA from unconsolidated affi
f liates (a)
532
264
—
Equity in net earnings from investments (a)
(439)
(202)
—
Noncash compensation expense and other
76
49
68
Other corpor
r
ate costs (b)
35
70
—
Total segment adju
d sted EBITDA (a)(c)(d)
$
6,819
$
5,313
$
3,620
g
j
g
j
(a) - Beginning in 2023, we updated our calculation methodology of adju
d sted EBITDA to include adju
d sted EBITDA from our unconsolidated
affi
f liates using the same recognition and measurement methods used to record equity in net earnings from investments. In prior periods, our
calculation included equity in net earnings from investments. This change resulted in an additional $62 million of adjusted EBITDA in 2023,
and we have not restated prior periods.
(b) - The year ended Dec. 31, 2024, includes transaction costs related primarily to the EnLink Acquisitions and Medallion Acquisition of $73
million, offs
f et partially by interest income of $39 million. The year ended Dec. 31, 2023, includes transaction costs related to the Magellan
Acquisition of $158 million, offs
f et partially by interest income of $49 million and corporate net gains of $41 million on extinguishment of
debt related to open market repurchases.
(c) - The year ended Dec. 31, 2023, includes $633 million related to the Medfor
f
d incident, including a settlement gain of $779 million, offs
f et
partially by $146 million of third-party fractionation costs.
(d) - The year ended Dec. 31, 2024, includes a gain of $227 million fro
f
m the interstate natural gas pipeline divestiture.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
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 procedur
d
es (as defin
f ed in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) were
effe
f ctive as of the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over fin
f ancial reporting, as such term
is defined in Rul
R e 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supe
u
rvision and with the participation of our
management, including our Principal Executive Offic
f er and Principal Financial Officer, we evaluated the effectiveness of our
internal control over fin
f ancial reporting based on the fra
f mework in Internal Contro
t
l-Integr
e
ated Framework (
r
2013)
(
issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Because of inherent limitations, internal control
over fin
f ancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to fut
f ur
t
e
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedur
d
es may deteriorate. Based on our evaluation under that fra
f mework, our management
concluded that our internal control over fin
f ancial reporting was effe
f ctive as of Dec. 31, 2024.
Our evaluation of the effe
f ctiveness of internal control over fin
f ancial reporting excludes the EnLink Controlling Interest
Acquisition and the Medallion Acquisition. Our Consolidated Statement of Income for
f
the year ended Dec. 31, 2024, includes
approximately 7% and 1% of total revenue attributable to EnLink and Medallion, respectively, and our Consolidated Balance
Sheet as of Dec. 31, 2024, includes appr
a
oximately 20% and 3% of total assets attributable to EnLink and Medallion,
respectively, that were excluded fro
f
m management’s assessment of the effe
f ctiveness of internal controls over fin
f ancial
reporting. In accordance with guidance issued by the SEC, companies are allowed to exclude acquisitions from their
assessment of internal control over fin
f ancial reporting during the first year subs
u
equent to the acquisition while integrating the
acquired operations.
113

The effectiveness of our internal control over fin
f ancial reporting as of Dec. 31, 2024, has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting fir
f m, as stated in their report which is included
herein (Item 8).
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over fin
f ancial reporting dur
d
ing the quarter ended Dec. 31, 2024, that have
materially affe
f cted, or are reasonably likely to materially affect, our internal control over fin
f ancial reporting.
ITEM 9B.
OTHER INFORMATION
During the three months ended Dec. 31, 2024, no director or offi
f cer of the Company adopted or terminated a “Rule 10b5-1
trading arrangement” or “non-Rule 10b5-1 trading arrangements,” as each term is defined in item 408(a) Regulation S-K.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not appl
a
icable.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORAT
R
E GOVERNANCE
Directors of the Registrant
Information concerning our directors is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this
refer
f ence.
Executive Offi
f cers of the Registrant
Information concerning our executive officers is included in Part I, Item 1, Business, of this Annual Report.
Compliance with Section 16(a) of the Exchange Act
Information on compliance with Section 16(a) of the Exchange Act is set forth in our 2025 definitive Proxy Statement and is
incorporated herein by this reference.
Code of Ethics
Information concerning the code of ethics, or code of business conduct, is set for
f
th in our 2025 definitive Proxy Statement and
is incorporated herein by this reference.
Corporate Governance
Information concerning our corporate governance is set for
f
th in our 2025 definitive Proxy Statement and is incorporated herein
by this reference.
Insider Trading Policy
We have adopted insider trading policies and procedur
d
es that govern the purchase, sale and other disposition of our securities
by our directors, offi
f cers and employees that we believe are reasonabl
a y designed to promote compliance with insider trading
laws, rul
r es and regulations and the listing standards of the NYSE. A copy of our Insider Trading Policy is file
f
d with this
Annual Report as Exhibit 19.
ITEM 11.
EXECUTIVE COMPENSATION
Information on executive compensation is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this
refer
f ence.
114

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners
Information concerning the ownership of certain beneficial owners is set for
f
th in our 2025 definitive Proxy Statement and is
incorporated herein by this reference.
Security Ownership of Management
Information on security ownership of directors and offi
f cers is set forth in our 2025 definitive Proxy Statement and is
incorporated herein by this reference.
Equity Compensation Plan Information
The fol
f lowing tabl
a e sets for
f
th certain infor
f
mation concerning our equity compensation plans as of Dec. 31, 2024:
Plan Category
Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights (3)
Number of Securities
Remaining Available For
Future Issuance Under
Equity Compensation
Plans (4)
Equity compensation plans
approved by security holders (1)
2,708,539
—
4,695,916
Equity compensation plans
not approved by security holders (2)
271,034
$
100.40
—
Total
2,979,573
$
100.40
4,695,916
(1) - Includes shares granted under our Employee Stock Purchase Plan, Employee Stock Award Program and restricted stock incentive unit
awards and performance unit awards granted under our former Equity Compensation Plan, our Equity Incentive Plan and the assumed
former Magellan Midstream Partners, L.P., Long-Term Incentive Plan. For a brief description of the material featur
t
es of these plans, see
Note L of the Notes to Consolidated Financial Statements in this Annual Report.
(2) - Includes our NQDC Plan, Deferred Compensation Plan for
f
Non-Employee Directors and our former Stock Compensation Plan for
f
Non-
Employee Directors. For a brief description of the material featur
t
es of these plans, see Notes L and M of the Notes to Consolidated
Financial Statements in this Annual Report.
(3) - There is no exercise price associated with restrictive stock incentive unit awards and performance unit awards. Compensation defer
f red
into our common stock under our Deferred Compensation Plan for
f
Non-Employee Directors is distributed to participants at fair market
value on the date of distribution. The price used for these plans to calculate the weighted-average exercise price in the tabl
a e is $100.40,
which represents the 2024 year-end closing price of our common stock on the NYSE.
(4) - Includes 1,459,223, 2,379 and 3,234,314 shares availabl
a e for
f
future issuance under our Employee Stock Purchase Plan, Employee Stock
Award Program and Equity Incentive Plan, respectively.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANS
R
ACTIONS, AND DIRECTOR
INDEPENDENCE
Information on certain relationships and related transactions and director independence is set forth in our 2025 definitive Proxy
Statement and is incorporated herein by this reference.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Information concerning the principal accountant’s fees
f
and services is set for
f
th in our 2025 definitive Proxy Statement and is
incorporated herein by this reference.
115

PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements
( )
Page No.
g
(a)
Report of Independent Registered Publ
u ic Accounting Firm (PCAOB ID: 238)
64
(b)
Consolidated Statements of Income for the years ended
Dec. 31, 2024, 2023 and 2022
67
(c)
Consolidated Statements of Comprehensive Income for
f
the years ended
Dec. 31, 2024, 2023 and 2022
67
(d)
Consolidated Balance Sheets as of Dec. 31, 2024 and 2023
68
(e)
Consolidated Statements of Cash Flows for
f
the years ended
Dec. 31, 2024, 2023 and 2022
69
(f)
Consolidated Statements of Changes in Equity for the years ended
Dec. 31, 2024, 2023 and 2022
70
(g)
Notes to Consolidated Financial Statements
71 - 113
(2) Financial Statements Schedules
( )
All schedul
d es have been omitted because of the abs
a
ence of conditions under which they are required.
(3) Exhibits
( )
A
2
greement and Plan of Merger, dated as of May 14, 2023, by and among ONEOK, Inc., Otter Merger Sub,
LLC and Magellan Midstream Partners, L.P. (incorpo
r
rated by refer
f ence from Exhibit 2.1 to ONEOK, Inc.’s
Current Report on Form 8-K, fil
f ed May 15, 2023 (File No. 1-13643)).
2.1
Purchase Agreement, dated as of Aug. 28, 2024, by and among ONEOK, Inc., GIP III Stetson I, L.P., GIP
III Stetson II, L.P. and EnLink Midstream Manager, LLC (incorpo
r
rated by refer
f ence from Exhibit 2.1 to
ONEOK Inc.’s Current Report on Form 8-K, file
f
d Aug. 30, 2024 (File No. 1-13643)).
2.
P
2
urchase and Sale Agreement, dated as of Aug. 28, 2024, by and among ONEOK, Inc., GIP III Trophy GP
2, LLC, GIP III Trophy Acquisition Partners, L.P. and Medallion Management, L.P. (incorpor
r
ated by
reference fro
f
m Exhibit 2.2 to ONEOK Inc.’s Current Report on Form 8-K, file
f
d Aug. 30, 2024 (File No.
1-13643)).
2.3
Agreement and Plan of Merger, dated as of Nov. 24, 2024, by and among ONEOK, Inc., Elk Merger Sub I
u
,
L.L.C., Elk Merger Sub I
u
I, L.L.C., EnLink Midstream LLC and EnLink Midstream Manager, LLC
(incorpor
r
ated by reference fro
f
m Exhibit 2.1 to ONEOK Inc.’s Current Report on Form 8-K, file
f
d Nov. 25,
2024 (File No. 1-13643)).
A
3
mended and Restated Certific
f ate of Incorpor
r
ation of ONEOK, Inc., dated July 3, 2017, as amended
(incorpor
r
ated by reference fro
f
m Exhibit 3.2 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for
f
the
quarter ended Sept. 30, 2017, filed Nov. 1, 2017 (File No. 1-13643)).
3.1
Amended and Restated By-laws of ONEOK, Inc. (incorpor
r
ated by reference fro
f
m Exhibit 3.1 to ONEOK
Inc.’s Current Report on Form 8-K filed Feb. 24, 2023 (File No. 1-13643)).
116

3.2
Certific
f ate of Designation for Convertible Prefer
f red Stock of WAI, Inc. (now ONEOK, Inc.) file
f
d Nov. 21,
2008 (incorpor
r
ated by reference fro
f
m Exhibit 3.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for
f
the
quarter ended June 30, 2012, filed Aug. 1, 2012 (File No. 1-13643)).
3.
C
3
ertific
f ate of Designation for Series C Participating Preferred Stock of ONEOK, Inc. filed Nov. 21, 2008
(incorpor
r
ated by reference fro
f
m Exhibit No. 3.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for
f
the
quarter ended June 30, 2012, filed Aug. 1, 2012 (File No. 1-13643)).
3.4
Certific
f ate of Designation, Prefer
f ences and Rights of Series E Non-Voting Perpetua
t
l Preferred Stock of
ONEOK, Inc. filed April 20, 2017 (incorpo
r
rated by refer
f ence from Exhibit No. 3.1 to ONEOK, Inc.’s
Current Report on Form 8-K filed April 20, 2017 (File No. 1-13643)).
4
Form of Common Stock Certific
f ate (incorporated by reference fro
f
m Exhibit 1 to ONEOK, Inc.’s
Registration Statement on Form 8-A file
f
d Nov. 21, 1997 (File No. 1-13643)).
4.1
Second Suppl
u
emental Indentur
t
e, dated as of Sept. 25, 1998, between ONEOK, Inc. and Chase Bank of
Texas, as trus
r
tee, with respect to the 6.875% Debentur
t
es due 2028 (incorpor
r
ated by reference from
f
Exhibit
5(b) to ONEOK, Inc.’s Current Report on Form 8-K/A
K
filed Oct. 2, 1998 (File No. 1-13643)).
4.
F
2
ifth
f
Suppl
u
emental Indentur
t
e, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership and The Bank of New York Mellon Trust, as
trus
r
tee (incorporated by reference fro
f
m Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K filed July
3, 2017 (File No. 1-13643)).
4.3
Sixth Supplemental Indentur
t
e, dated as of Sept. 25, 2023, by and among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and The Bank
of New York Mellon Trust, as trustee (incorpor
r
ated by reference fro
f
m Exhibit 4.1 to ONEOK Inc.’s Current
Report on Form 8-K filed Sept. 25, 2023 (File No. 1-13643)).
4.4
Indentur
t
e, dated as of Dec. 28, 2001, between ONEOK, Inc. and SunTrust Bank, as trus
r
tee (incorporated by
reference fro
f
m Exhibit 4.1 to Amendment No. 1 to ONEOK, Inc.’s Registration Statement on Form S-3 fil
f ed
Dec. 28, 2001 (File No. 333-65392)).
4.5
Third Supplemental Indentur
t
e, dated as of June 17, 2005, between ONEOK, Inc. and SunTrust Bank, as
trus
r
tee, with respect to the 6.00% Senior Notes due
d
2035 (incorpor
r
ated by reference fro
f
m Exhibit 4.3 to
ONEOK, Inc.’s Current Report on Form 8-K filed June 17, 2005 (File No. 1-13643)).
4.6
Fourth Supplemental Indentur
t
e, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee,
with respect to the 6.00% Senior Notes due
d
2035 (incorpo
r
rated by refer
f ence from Exhibit 4.3 to ONEOK
Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No. 1-13643)).
4.7
Fifth
f
Suppl
u
emental Indentur
t
e, dated as of July 13, 2017, by and among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee,
with respect to the 4.95% Senior Notes due
d
2047 (incorpo
r
rated by refer
f ence from Exhibit 4.2 to ONEOK
Inc.’s Current Report on Form 8-K filed July 13, 2017 (File No. 1-13643)).
4.8
Indentur
t
e, dated as of Jan. 26, 2012, among ONEOK, Inc. and U.S. Bank National Association, as trus
r
tee
(incorpor
r
ated by reference to Exhibit 4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed Jan. 26, 2012
(File No. 1-13643)).
117

4.9
Third Supplemental Indentur
t
e, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee
(incorpor
r
ated by reference fro
f
m Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K filed July 3,
2017 (File No. 1-13643)).
4.10
Fourth Suppl
u
emental Indentur
t
e, dated as of July 13, 2017, by and among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee,
with respect to the 4.00% Senior Notes due
d
2027 (incorpo
r
rated by refer
f ence from Exhibit 4.1 to ONEOK
Inc.’s Current Report on Form 8-K filed July 13, 2017 (File No. 1-13643)).
4.11
Fifth Supplemental Indentur
t
e, dated as of July 13, 2017, by and among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee,
with respect to the 4.95% Senior Notes due
d
2047 (incorpo
r
rated by refer
f ence from Exhibit 4.2 to ONEOK
Inc.’s Current Report on Form 8-K filed July 13, 2017 (File No. 1-13643)).
4.12
Sixth Supplemental Indentur
t
e, dated as of July 2, 2018, among ONEOK, Inc., ONEOK Partners, L.P.,
ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee, with
respect to the 4.55% Senior Notes due
d
2028 (incorpo
r
rated by refer
f ence from Exhibit No. 4.1 to ONEOK,
Inc.’s Current Report on Form 8-K filed July 2, 2018 (File No. 1-13643))
4.13
Seventh Supplemental Indentur
t
e, dated as of July 2, 2018, among ONEOK, Inc., ONEOK Partners, L.P.,
ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee, with
respect to the 5.20% Senior Notes due
d
2048 (incorpo
r
rated by refer
f ence from Exhibit No. 4.2 to ONEOK,
Inc.’s Current Report on Form 8-K filed July 2, 2018 (File No. 1-13643)
4.14
Eighth Supplemental Indentur
t
e, dated as of March 13, 2019, among ONEOK, Inc., ONEOK Partners, L.P.,
ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee, with
respect to the 4.35% Senior Notes due
d
2029 (incorpo
r
rated by refer
f ence from Exhibit No. 4.2 to ONEOK,
Inc.’s Current Report on Form 8-K filed March 13, 2019 (File No. 1-13643)).
4.15
Ninth Supplemental Indentur
t
e, dated March 13, 2019, among ONEOK Partners, L.P., ONEOK Partners
Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 5.20% Senior
Notes due
d
2048 (incorpor
r
ated by reference fro
f
m Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on
Form 8-K file
f
d March 13, 2019 (File No. 1-12202)).
4.16
Tenth Supplemental Indentur
t
e, dated as of Aug. 15, 2019, among ONEOK, Inc., ONEOK Partners, L.P.,
ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee, with
respect to the 2.75% Senior Notes due
d
2024 (incorpo
r
rated by refer
f ence from Exhibit No. 4.1 to ONEOK,
Inc.’s Current Report on Form 8-K filed Aug. 15, 2019 (File No. 1-13643)).
4.17
Eleventh Suppl
u
emental Indentur
t
e, dated as of Aug. 15, 2019, among ONEOK, Inc., ONEOK Partners, L.P.,
ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee, with
respect to the 3.40% Senior Notes due
d
2029 (incorpo
r
rated by refer
f ence from Exhibit No. 4.2 to ONEOK,
Inc.’s Current Report on Form 8-K filed Aug. 15, 2019 (File No. 1-13643)).
4.18
Twelfth Supplemental Indentur
t
e, dated as of Aug. 15, 2019, among ONEOK, Inc., ONEOK Partners, L.P.,
ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee, with
respect to the 4.45% Senior Notes due
d
2049 (incorpo
r
rated by refer
f ence from Exhibit No. 4.3 to ONEOK,
Inc.’s Current Report on Form 8-K filed Aug. 15, 2019 (File No. 1-13643)).
4.19
Thirteenth Suppl
u
emental Indentur
t
e, dated as of March 10, 2020, among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee,
with respect to the 2.200% Senior Notes due
d
2025 (incorpo
r
rated by refer
f ence from Exhibit No. 4.1 to
ONEOK, Inc.’s Current Report on Form 8-K filed March 10, 2020 (File No. 1-13643)).
118

4.20
Fourteenth Suppl
u
emental Indentur
t
e, dated as of March 10, 2020, among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee,
with respect to the 3.100% Senior Notes due
d
2030 (incorpo
r
rated by refer
f ence from Exhibit No. 4.2 to
ONEOK, Inc.’s Current Report on Form 8-K filed March 10, 2020 (File No. 1-13643)).
4.21
Fifteenth Indentur
t
e, dated as of March 10, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK
Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee, with respect to the
4.500% Senior Notes due
d
2050 (incorpo
r
rated by refer
f ence from Exhibit No. 4.3 to ONEOK, Inc.’s Current
Report on Form 8-K filed March 20, 2020 (File No. 1-13643)).
4.22
Sixteenth Supplemental Indentur
t
e, dated as of May 7, 2020, among ONEOK, Inc., ONEOK Partners, L.P.,
ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee, with
respect to the 5.850% Senior Notes due
d
2026 (incorpor
r
ated by reference fro
f
m Exhibit No. 4.1 to ONEOK,
Inc.’s Current Report on Form 8-K filed May 7, 2020 (File No. 1-13643)).
4.23
Seventeenth Supp
u
lemental Indentur
t
e, dated as of May 7, 2020, among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee,
with respect to the 6.350% Senior Notes due
d
2031 (incorpo
r
rated by refer
f ence from Exhibit No. 4.2 to
ONEOK, Inc.’s Current Report on Form 8-K filed May 7, 2020 (File No. 1-13643)).
4.24
Eighteenth Supplemental Indentur
t
e, dated as of May 7, 2020, among ONEOK, Inc., ONEOK Partners, L.P.,
ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee, with
respect to the 7.150% Senior Notes due
d
2051 (incorpor
r
ated by reference fro
f
m Exhibit No. 4.3 to ONEOK,
Inc.’s Current Report on Form 8-K filed May 7, 2020 (File No. 1-13643)).
4.25
Nineteenth Suppl
u
emental Indentur
t
e, dated as of Nov. 18, 2022, among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank Trus
r
t Company, National
Association (successor in interest to U.S. Bank National Association), as trustee, with respect to the 6.100%
Senior Notes due
d
2032 (incorpor
r
ated by reference fro
f
m Exhibit No. 4.1 to ONEOK, Inc.’s Current Report on
Form 8-K file
f
d Nov. 18, 2022 (File No. 1-13643)).
4.26
Twentieth Suppl
u
emental Indentur
t
e, dated as of Aug. 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P.,
ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee, with
respect to the 5.550% Senior Notes due
d
2026 (incorpor
r
ated by reference fro
f
m Exhibit 4.1 to ONEOK Inc.’s
Current Report on Form 8-K, fil
f ed Aug. 25, 2023 (File No. 1-13643)).
4.27
Twenty-First Suppl
u
emental Indentur
t
e, dated as of Aug. 24, 2023, among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee,
with respect to the 5.650% Senior Notes due
d
2028 (incorpo
r
rated by refer
f ence from Exhibit 4.2 to ONEOK
Inc.’s Current Report on Form 8-K, file
f
d Aug. 25, 2023 (File No. 1-13643)).
4.28
Twenty-Second Suppl
u
emental Indentur
t
e, dated as of Aug. 24, 2023, among ONEOK, Inc., ONEOK
Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as
trus
r
tee, with respect to the 5.800% Senior Notes due
d
2030 (incorpor
r
ated by reference fro
f
m Exhibit 4.3 to
ONEOK Inc.’s Current Report on Form 8-K, file
f
d Aug. 25, 2023 (File No. 1-13643)).
4.29
Twenty-Third Suppl
u
emental Indentur
t
e, dated as of Aug. 24, 2023, among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee,
with respect to the 6.050% Senior Notes due
d
2033 (incorpo
r
rated by refer
f ence from Exhibit 4.4 to ONEOK
Inc.’s Current Report on Form 8-K, file
f
d Aug. 25, 2023 (File No. 1-13643)).
4.30
Twenty-Fourth Suppl
u
emental Indentur
t
e, dated as of Aug. 24, 2023, among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trus
r
tee,
with respect to the 6.625% Senior Notes due
d
2053 (incorpo
r
rated by refer
f ence from Exhibit 4.5 to ONEOK
Inc.’s Current Report on Form 8-K, file
f
d Aug. 25, 2023 (File No. 1-13643)).
119

4.31
Twenty-Fifth
f
Suppl
u
emental Indentur
t
e, dated as of Sept. 25, 2023, among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank
National Association, as trus
r
tee (incorporated by reference fro
f
m Exhibit 4.3 to ONEOK Inc.’s Current
Report on Form 8-K, file
f
d Sept. 25, 2023 (File No. 1-13643)).
4.32
Twenty-Sixth Suppl
u
emental Indentur
t
e, dated as of Sept. 24, 2024, among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank
National Association, as trus
r
tee, with respect to 4.250% Notes due
d
2027 (incorpor
r
ated by reference from
f
Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K, file
f
d Sept. 24, 2024 (File No. 1-13643)).
4.33
Twenty-Seventh Supplemental Indenture, dated as of Sept. 24, 2024, among ONEOK, Inc., ONEOK
Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and
U.S. Bank National Association, as trus
r
tee, with respect to 4.400% Notes due
d
2029 (incorpor
r
ated by
reference fro
f
m Exhibit 4.3 to ONEOK Inc.’s Current Report on Form 8-K, file
f
d Sept. 24, 2024 (File No.
1-13643)).
4.34
Twenty-Eighth Supplemental Indentur
t
e, dated as of Sept. 24, 2024, among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank
National Association, as trus
r
tee, with respect to 4.750% Notes due
d
2031 (incorpor
r
ated by reference from
f
Exhibit 4.4 to ONEOK Inc.’s Current Report on Form 8-K, file
f
d Sept. 24, 2024 (File No. 1-13643)).
4.35
Twenty-Ninth Suppl
u
emental Indentur
t
e, dated as of Sept. 24, 2024, among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank
National Association, as trus
r
tee, with respect to 5.050% Notes due
d
2034 (incorpor
r
ated by reference from
f
Exhibit 4.5 to ONEOK Inc.’s Current Report on Form 8-K, file
f
d Sept. 24, 2024 (File No. 1-13643)).
4.36
Thirtieth Suppl
u
emental Indentur
t
e, dated as of Sept. 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P.,
ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank
National Association, as trus
r
tee, with respect to 5.700% Notes due
d
2054 (incorpor
r
ated by reference from
f
Exhibit 4.6 to ONEOK Inc.’s Current Report on Form 8-K, file
f
d Sept. 24, 2024 (File No. 1-13643)).
4.37
Thirty-First Suppl
u
emental Indentur
t
e, dated as of Sept. 24, 2024, among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank
National Association, as trus
r
tee, with respect to 5.850% Notes due
d
2064 (incorpor
r
ated by reference from
f
Exhibit 4.7 to ONEOK Inc.’s Current Report on Form 8-K, file
f
d Sept. 24, 2024 (File No. 1-13643)).
4.38
Indentur
t
e, dated as of Sept. 25, 2006, between ONEOK Partners, L.P. and Wells Fargo Bank, N.A., as
trus
r
tee (incorporated by reference to Exhibit 4.1 to ONEOK Partners, L.P.’s Current Report on Form 8-K
filed Sept. 26, 2006 (File No. 1-12202)).
4.39
Third Supplemental Indentur
t
e, dated as of Sept. 25, 2006, among ONEOK Partners, L.P., ONEOK Partners
Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.65% Senior
Notes due
d
2036 (incorpor
r
ated by reference to Exhibit 4.4 to ONEOK Partners, L.P.’s Current Report on
Form 8-K fil
f ed Sept. 26, 2006 (File No. 1-12202)).
4.40
Fourth Suppl
u
emental Indentur
t
e, dated as of Sept. 28, 2007, among ONEOK Partners, L.P., ONEOK Partners
Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.85% Senior
Notes due
d
2037 (incorpor
r
ated by reference to Exhibit 4.2 to ONEOK Partners, L.P.’s Current Report on
Form 8-K fil
f ed Sept. 28, 2007 (File No. 1-12202)).
4.41
Seventh Supplemental Indentur
t
e, dated as of Jan. 26, 2011, among ONEOK Partners, L.P., ONEOK Partners
Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.125% Senior
Notes due
d
2041 (incorpor
r
ated by reference fro
f
m Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on
Form 8-K fil
f ed Jan. 26, 2011 (File No. 1-12202)).
120

4.42
Twelfth Supplemental Indentur
t
e, dated as of Sept. 12, 2013, among ONEOK Partners, L.P., ONEOK
Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the
6.200% Senior Notes due
d
2043 (incorpo
r
rated by refer
f ence to Exhibit 4.4 to ONEOK Partners, L.P.’s Current
Report on Form 8-K filed Sept. 12, 2013 (File No. 1-12202)).
4.43
Fourteenth Suppl
u
emental Indentur
t
e, dated as of March 20, 2015, among ONEOK Partners, L.P., ONEOK
Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 4.90%
Senior Notes due
d
2025 (incorpor
r
ated by reference to Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report
on Form 8-K fil
f ed on March 20, 2015 (File No. 1-12202)).
4.44
Fifteenth Supplemental Indentur
t
e, dated as of June 30, 2017, by and among ONEOK Partners, L.P.,
ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee
(incorpor
r
ated by reference fro
f
m Exhibit 4.1 to ONEOK, Partners, L.P.’s Current Report on Form 8-K filed
July 3, 2017 (File No. 1-12202)).
4.45
Sixteenth Supplemental Indentur
t
e, dated as of Sept. 25, 2023, among ONEOK Partners, L.P., ONEOK, Inc.,
ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare
Trus
r
t Company, N.A., as trustee (incorpor
r
ated by reference fro
f
m Exhibit 4.4 to ONEOK Inc.’s Current
Report on Form 8-K, fil
f ed Sept. 25, 2023 (File No. 1-13643)).
4.46
Indentur
t
e, dated as of April 19, 2007, between Magellan Midstream Partners, L.P. and U.S. Bank National
Association, as trus
r
tee (incorporated by reference fro
f
m Exhibit 4.1 to Magellan Midstream Partners, L.P.’s
Form 8-K, filed April 20, 2007 (File No. 1-16335)).
4.47
First Supplemental Indentur
t
e, dated as of April 19, 2007, between Magellan Midstream Partners, L.P. and
U.S. Bank National Association, as trus
r
tee, with respect to the 6.400% Senior Notes due
d
2037 (incorpo
r
rated
by reference fro
f
m Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Form 8-K, filed April 20, 2007 (File
No. 1-16335)).
4.48
Second Suppl
u
emental Indentur
t
e, dated as of Sept. 25, 2023, among Magellan Midstream Partners, L.P.,
ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank
Trus
r
t Company, National Association, as trus
r
tee (incorporated by reference fro
f
m Exhibit 4.5 to ONEOK
Inc.’s Current Report on Form 8-K, file
f
d Sept. 25, 2023 (File No. 1-13643)).
4.49
Third Supplemental Indentur
t
e, dated as of Dec. 13, 2023, by and among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank
Trus
r
t Company, National Association, as trus
r
tee (incorporated by reference fro
f
m Exhibit 4.1 to ONEOK
Inc.’s Current Report on Form 8-K filed Dec. 14, 2023 (File No. 1-13643)).
4.50
Indentur
t
e, dated as of Aug. 11, 2010, between Magellan Midstream Partners, L.P. and U.S. Bank National
Association, as trus
r
tee (incorporated by reference fro
f
m Exhibit 4.1 to Midstream Partners, L.P.’s Form 8-K,
filed Aug. 16, 2010 (File No. 1-16335)).
4.51
Second Suppl
u
emental Indentur
t
e, dated as of Nov. 9, 2012, between ONEOK, Inc. (successor in interest to
Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trus
r
tee, with respect to the
4.200% Senior Notes due
d
2042 (incorpo
r
rated by refer
f ence from Exhibit 4.2 to Magellan Midstream Partners,
L.P.’s Current Report on Form 8-K, fil
f ed Nov. 9, 2012 (File No. 1-16335)).
4.52
Third Supplemental Indentur
t
e, dated as of Oct. 10, 2013, between ONEOK, Inc. (successor in interest to
Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trus
r
tee, with respect to the
5.15% Senior Notes due
d
2043 (incorpo
r
rated by refer
f ence from Exhibit 4.2 to Magellan Midstream Partners,
L.P.’s Current Report on Form 8-K, fil
f ed Oct. 10, 2013 (File No. 1-16335)).
121

4.53
Fourth Suppl
u
emental Indentur
t
e, dated as of March 4, 2015, between ONEOK, Inc. (successor in interest to
Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trus
r
tee, with respect to the
3.20% Senior Notes due
d
2025 (incorpo
r
rated by refer
f ence from Exhibit 4.2 to Magellan Midstream Partners,
L.P.’s Current Report on Form 8-K, fil
f ed March 4, 2015 (File No. 1-16335)).
4.54
Fifth Supplemental Indentur
t
e, dated as of March 4, 2015, between ONEOK, Inc. (successor in interest to
Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trus
r
tee, with respect to the
4.20% Senior Notes due
d
2045 (incorpo
r
rated by refer
f ence from Exhibit 4.3 to Magellan Midstream Partners,
L.P.’s Current Report on Form 8-K, fil
f ed March 4, 2015 (File No. 1-16335)).
4.55
Sixth Supplemental Indentur
t
e, dated as of Feb. 29, 2016, between ONEOK, Inc. (successor in interest to
Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trus
r
tee, with respect to the
5.00% Senior Notes due
d
2026 (incorpo
r
rated by refer
f ence from Exhibit 4.2 to Magellan Midstream Partners,
L.P.’s Current Report on Form 8-K, fil
f ed Feb. 29, 2016 (File No. 1-16335)).
4.56
Seventh Supplemental Indentur
t
e, dated as of Sept. 13, 2016, between ONEOK, Inc. (successor in interest to
Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trus
r
tee, with respect to the
4.25% Senior Notes due
d
2046 (incorpo
r
rated by refer
f ence from Exhibit 4.2 to Magellan Midstream Partners,
L.P.’s Current Report on Form 8-K, fil
f ed Sept. 13, 2016 (File No. 1-16335)).
4.57
Eighth Supplemental Indentur
t
e, dated as of Oct. 3, 2017, between ONEOK, Inc. (successor in interest to
Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trus
r
tee, with respect to the
4.200% Senior Notes due
d
2047 (incorpo
r
rated by refer
f ence from Exhibit 4.2 to Magellan Midstream Partners,
L.P.’s Current Report on Form 8-K, fil
f ed Oct. 3, 2017 (File No. 1-16335)).
4.58
Ninth Supplemental Indentur
t
e, dated as of Jan. 18, 2019, between ONEOK, Inc. (successor in interest to
Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trus
r
tee, with respect to the
4.850% Senior Notes due
d
2049 (incorpo
r
rated by refer
f ence from Exhibit 4.2 to Magellan Midstream Partners,
L.P.’s Current Report on Form 8-K, fil
f ed Jan. 18, 2019 (File No. 1-16335)).
4.59
Tenth Supplemental Indentur
t
e, dated as of Aug. 19, 2019, between ONEOK, Inc. (successor in interest to
Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trus
r
tee, with respect to the
3.950% Senior Notes due
d
2050 (incorpo
r
rated by refer
f ence from Exhibit 4.2 to Magellan Midstream Partners,
L.P.’s Current Report on Form 8-K, fil
f ed Aug. 19, 2019 (File No. 1-16335)).
4.60
Eleventh Suppl
u
emental Indentur
t
e, dated as of May 20, 2020, between ONEOK, Inc. (successor in interest to
Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trus
r
tee, with respect to the
3.250% Senior Notes due
d
2030 (incorpo
r
rated by refer
f ence from Exhibit 4.2 to Magellan Midstream Partners,
L.P.’s Current Report on Form 8-K, fil
f ed May 20, 2020 (File No. 1-16335))
4.61
Twelfth Supplemental Indentur
t
e, dated as of Sept. 25, 2023, among Magellan Midstream Partners, L.P.,
ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank
Trus
r
t Company, National Association, as trus
r
tee (incorporated by reference fro
f
m Exhibit 4.6 to ONEOK
Inc.’s Current Report on Form 8-K, file
f
d Sept. 25, 2023 (File No. 1-13643)).
4.62
Thirteenth Suppl
u
emental Indentur
t
e, dated as of Dec. 13, 2023, by and among ONEOK, Inc., ONEOK
Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and
U.S. Bank Trus
r
t Company, National Association, as trus
r
tee, (incorpor
r
ated by reference fro
f
m Exhibit 4.2 to
ONEOK Inc.’s Current Report on Form 8-K filed Dec. 14, 2023 (File No. 1-13643)).
4.63
Indentur
t
e, dated as of March 19, 2014, by and between EnLink Midstream Partners, LP and Wells Fargo
Bank, National Association, as trus
r
tee (incorporated by reference to Exhibit 4.2 to EnLink Midstream
Partners, LP’s Current Report on Form 8-K, fil
f ed March 21, 2014 (File No. 001-36340)).
122

4.64
First Supplemental Indentur
t
e, dated as of March 19, 2014, by and between EnLink Midstream Partners, LP
and Wells Fargo Bank, National Association, as trus
r
tee (incorporated by reference to Exhibit 4.3 to EnLink
Midstream Partners, LP’s Current Report on Form 8-K, file
f
d March 21, 2014 (File No. 001-36340)).
4.65
Second Suppl
u
emental Indentur
t
e, dated as of Nov. 12, 2014, by and between EnLink Midstream Partners, LP
and Wells Fargo Bank, National Association, as trus
r
tee (incorporated by reference to Exhibit 4.3 to EnLink
Midstream Partners, LP’s Current Report on Form 8-K, file
f
d Nov. 12, 2014 (File No. 001-36340)).
4.66
Third Supplemental Indentur
t
e, dated as of May 12, 2015, by and between EnLink Midstream Partners, LP
and Wells Fargo Bank, National Association, as trus
r
tee (incorporated by reference to Exhibit 4.3 to EnLink
Midstream Partners, LP’s Current Report on Form 8-K, file
f
d May 12, 2015 (File No. 001-36340)).
4.67
Fourth Suppl
u
emental Indentur
t
e, dated as of July 14, 2016, by and between EnLink Midstream Partners, LP
and Wells Fargo Bank, National Association, as trus
r
tee (incorporated by reference to Exhibit 4.2 to EnLink
Midstream Partners, LP’s Current Report on Form 8-K, file
f
d July 14, 2016 ((File No. 001-36340)).
4.68
Fifth Supplemental Indentur
t
e, dated as of May 11, 2017, by and between EnLink Midstream Partners, LP
and Wells Fargo Bank, National Association, as trus
r
tee (incorporated by reference to Exhibit 4.2 to EnLink
Midstream Partners, LP’s Current Report on Form 8-K, file
f
d May 11, 2017 (File No. 001-36340)).
4.69
Indentur
t
e, dated as of April 9, 2019, by and between EnLink Midstream, LLC and Wells Fargo Bank,
National Association, as trus
r
tee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s
Current Report on Form 8-K, fil
f ed April 9, 2019 (File No. 001-36336)).
4.70
First Supplemental Indentur
t
e, dated as of April 9, 2019, by and among EnLink Midstream, LLC, EnLink
Midstream Partners, LP, and Wells Fargo Bank, National Association, as trus
r
tee (incorporated by reference
to Exhibit 4.2 to EnLink Midstream, LLC’s Current Report on Form 8-K, file
f
d April 9, 2019 (File No.
001-36336)).
4.71
Indentur
t
e, dated as of Dec. 17, 2020, by and among EnLink Midstream, LLC, as issuer, EnLink Midstream
Partners, LP, as guarantor, and Wells Fargo Bank, National Association, as trus
r
tee (incorporated by
reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, file
f
d Dec. 18, 2020 (File
No. 001-36336)).
4.72
Indentur
t
e, dated as of Aug. 31, 2022, by and among EnLink Midstream, LLC, as issuer, EnLink Midstream
Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorpor
r
ated by reference
to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, file
f
d on Aug. 31, 2022 (File No.
001-36336)).
4.73
Indentur
t
e, dated as of Aug. 15, 2024, by and among EnLink Midstream, LLC, as issuer, EnLink Midstream
Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorpor
r
ated by reference
to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, file
f
d Aug. 15, 2024 (File No.
001-36336)).
4.74
First Supplemental Indentur
t
e, dated as of Aug. 15, 2024, by and among EnLink Midstream, LLC, as issuer,
EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee
(incorpor
r
ated by reference to Exhibit 4.2 to EnLink Midstream, LLC’s Current Report on Form 8-K, file
f
d
Aug. 15, 2024 (File No. 001-36336)).
4.75
First Supplemental Indentur
t
e, dated as of Jan. 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer,
EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee
(incorpor
r
ated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, file
f
d
Jan. 31, 2025, File No. 001-36336).
123

4.76
Second Suppl
u
emental Indentur
t
e, dated as of Jan. 31, 2025, by and among Elk Merger Sub II, L.L.C., as
issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee
(incorpor
r
ated by reference to Exhibit 4.2 to EnLink Midstream, LLC’s Current Report on Form 8-K, file
f
d
Jan. 31, 2025, File No. 001-36336).
4.77
First Supplemental Indentur
t
e, dated as of Jan. 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer,
EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee
(incorpor
r
ated by reference to Exhibit 4.3 to EnLink Midstream, LLC’s Current Report on Form 8-K, file
f
d
Jan. 31, 2025, File No. 001-36336).
4.78
Second Suppl
u
emental Indentur
t
e, dated as of Jan. 31, 2025, by and among Elk Merger Sub II, L.L.C., as
issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee
(incorpor
r
ated by reference to Exhibit 4.4 to EnLink Midstream, LLC’s Current Report on Form 8-K, file
f
d
Jan. 31, 2025, File No. 001-36336).
4.79
Third Supplemental Indentur
t
e, dated as of Jan. 31, 2025, by and among ONEOK, Inc., Elk Merger Sub I
u
I,
L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited
Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee
(incorpor
r
ated by reference to Exhibit 4.5 to ONEOK, Inc.’s Current Report on Form 8-K, file
f
d Feb. 5, 2025
(File No. 1-13643)).
4.80
Second Suppl
u
emental Indentur
t
e, dated as of Jan. 31, 2025, by and among ONEOK, Inc., Elk Merger Sub I
u
I,
L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited
Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee
(incorpor
r
ated by reference to Exhibit 4.6 to ONEOK, Inc.’s Current Report on Form 8-K, file
f
d Feb. 5, 2025
(File No. 1-13643)).
4.81
Second Suppl
u
emental Indentur
t
e, dated as of Jan. 31, 2025, by and among ONEOK, Inc., Elk Merger Sub I
u
I,
L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited
Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee
(incorpor
r
ated by reference to Exhibit 4.7 to ONEOK, Inc.’s Current Report on Form 8-K, file
f
d Feb. 5, 2025
(File No. 1-13643)).
4.82
Third Supplemental Indentur
t
e, dated as of Jan. 31, 2025, by and among ONEOK, Inc., Elk Merger Sub I
u
I,
L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited
Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee
(incorpor
r
ated by reference to Exhibit 4.8 to ONEOK, Inc.’s Current Report on Form 8-K, file
f
d Feb. 5, 2025
(File No. 1-13643)).
4.83
Sixth Supplemental Indentur
t
e, dated as of Jan. 31, 2025, by and among ONEOK, Inc., EnLink Midstream
Partners, LP, Elk Merger Sub II, L.L.C., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited
Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee
(incorpor
r
ated by reference to Exhibit 4.9 to ONEOK, Inc.’s Current Report on Form 8-K, file
f
d Feb. 5, 2025
(File No. 1-13643)).
4.84
Seventh Supplemental Indentur
t
e, dated as of Jan. 31, 2025, by and among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink
Midstream Partners, LP, Elk Merger Sub I
u
I, L.L.C. and The Bank of New York Mellon Trust Company,
National Association, as trus
r
tee (incorporated by reference to Exhibit 4.10 to ONEOK, Inc.’s Current Report
on Form 8-K fil
f ed Feb. 5, 2025 (File No. 1-13643)).
4.85
Fourteenth Suppl
u
emental Indentur
t
e, dated as of Jan. 31, 2025, by and among ONEOK, Inc., ONEOK
Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.,
EnLink Midstream Partners, LP, Elk Merger Sub I
u
I, L.L.C., and U.S. Bank Trus
r
t Company, National
Association, as trus
r
tee (incorporated by reference to Exhibit 4.11 to ONEOK, Inc.’s Current Report on Form
8-K, filed Feb. 5, 2025 (File No. 1-13643)).
124

4.86
Fourth Suppl
u
emental Indentur
t
e, dated as of Jan. 31, 2025, by and among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink
Midstream Partners, LP, Elk Merger Sub I
u
I, L.L.C., and U.S. Bank Trus
r
t Company, National Association, as
trus
r
tee (incorporated by reference to Exhibit 4.12 to ONEOK, Inc.’s Current Report on Form 8-K, file
f
d Feb.
5, 2025 (File No. 1-13643)).
4.87
Sixth Supplemental Indentur
t
e, dated as of Jan. 31, 2025, by and among ONEOK, Inc., ONEOK Partners,
L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink
Midstream Partners, LP, Elk Merger Sub I
u
I, L.L.C. and U.S. Bank Trust Company, National Association, as
trus
r
tee (incorporated by reference to Exhibit 4.13 to ONEOK, Inc.’s Current Report on Form 8-K, file
f
d Feb.
5, 2025 (File No. 1-13643)).
4.88
Thirty-Second Suppl
u
emental Indenture
t
, dated as of Jan. 31, 2025, by and among ONEOK, Inc., ONEOK
Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.,
EnLink Midstream Partners, LP, Elk Merger Sub I
u
I, L.L.C. and U.S. Bank Trust Company, National
Association, as trus
r
tee (incorporated by reference to Exhibit 4.14 to ONEOK, Inc.’s Current Report on Form
8-K, filed Feb. 5, 2025 (File No. 1-13643)).
4.89
Seventeenth Supplemental Indentur
t
e, dated as of Jan. 31, 2025, by and among ONEOK Partners, L.P.,
ONEOK Partners Intermediate Limited Partnership, ONEOK, Inc., Magellan Midstream Partners, L.P.,
EnLink Midstream Partners, LP, Elk Merger Sub I
u
I, L.L.C., and Computershare Trust Company, N.A., as
trus
r
tee (incorporated by reference to Exhibit 4.15 to ONEOK, Inc.’s Current Report on Form 8-K, file
f
d Feb.
5, 2025 (File No. 1-13643)).
4.90
Description of securities (incorporated by reference fro
f
m Exhibit 4.43 to ONEOK, Inc.'s Annual Report on
Form 10-K for
f
the fis
f cal year ended Dec. 31, 2020, filed Feb. 23, 2021 (File No. 1-13643)).
10
ONEOK, Inc. Long-Term Incentive Plan (incorporated by reference fro
f
m Exhibit 10(a) to ONEOK, Inc.’s
Annual Report on Form 10-K for
f
the fis
f cal year ended Dec. 31, 2001, filed March 14, 2002 (File No.
1-13643)).
10.1
ONEOK, Inc. Stock Compensation Plan for
f
Non-Employee Directors (incorporated by reference from
f
Exhibit 99 to ONEOK, Inc.’s Registration Statement on Form S-8 file
f
d Jan. 25, 2001 (File No. 333-54274)).
10.2
ONEOK, Inc. Suppl
u
emental Executive Retirement Plan terminated and fro
f
zen Dec. 31, 2004 (incorpo
r
rated
by reference fro
f
m Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed Dec. 20, 2004 (File No.
1-13643)).
10.3
ONEOK, Inc. 2005 Suppl
u
emental Executive Retirement Plan, as amended and restated, dated as of Dec. 18,
2008 (incorpor
r
ated by reference fro
f
m Exhibit 10.3 to ONEOK, Inc.’s Annual Report on Form 10-K for
f
the
fiscal year ended Dec. 31, 2008, filed Feb. 25, 2009 (File No. 1-13643)).
10.4
Form of Indemnific
f ation Agreement between ONEOK, Inc. and ONEOK, Inc. offi
f cers and directors, as
amended (incorporated by reference fro
f
m Exhibit 10.5 to ONEOK, Inc.’s Annual Report on Form 10-K for
f
the fis
f cal year ended Dec. 31, 2014, filed Feb. 25, 2015 (File No. 1-13643)).
10.5
Amended and Restated ONEOK, Inc. Annual Officer Incentive Plan (incorpor
r
ated by reference fro
f
m Exhibit
10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed May 27, 2009 (File No. 1-13643)).
10.6
ONEOK, Inc. Employee Nonqualified Deferred Compensation Plan, as amended and restated Dec. 16, 2004
(incorpor
r
ated by reference fro
f
m Exhibit 10.3 to ONEOK, Inc.’s Current Report on Form 8-K filed Dec. 20,
2004 (File No. 1-13643)).
125

10.7
ONEOK, Inc. 2005 Nonqualifie
f d Defer
f red Compensation Plan, as amended and restated, dated as of Dec.
18, 2008 (incorpor
r
ated by reference fro
f
m Exhibit 10.8 to ONEOK, Inc.’s Annual Report on Form 10-K for
f
the fis
f cal year ended Dec. 31, 2008, filed Feb. 25, 2009 (File No. 1-13643)).
10.8
ONEOK, Inc. Deferred Compensation Plan for
f
Non-Employee Directors, as amended and restated, dated as
of Dec. 18, 2008 (incorpor
r
ated by reference fro
f
m Exhibit 10.9 to ONEOK, Inc.’s Annual Report on Form
10-K for
f
the fis
f cal year ended Dec. 31, 2008, filed Feb. 25, 2009 (File No. 1-13643)).
10.9
Amended and Restated Limited Liability Company Agreement of Overland Pass Pipeline Company LLC
entered into between ONEOK Overland Pass Holdings, L.L.C. and Williams Field Services Company, LLC,
dated as of May 31, 2006 (incorpo
r
rated by refer
f ence to Exhibit 10.6 to ONEOK Partners, L.P.’s Quarterly
Report on Form 10-Q for
f
the quarter ended June 30, 2006, filed Aug. 4, 2006 (File No. 1-12202)).
10.10
Form of ONEOK, Inc. Offi
f cer Change in Control Severance Plan (incorpor
r
ated by reference fro
f
m Exhibit
10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed July 22, 2011 (File No. 1-13643)).
10.11
Form of 2023 Restricted Unit Stock Award Agreement, dated as of Feb. 22, 2023 (incorpor
r
ated by reference
from Exhibit 10.15 to ONEOK, Inc.’s Annual Report on Form 10-K, file
f
d Feb. 28, 2023 (File No.
1-13643)).
10.12
Form of 2023 Performance Unit Award Agreement, dated as of Feb. 22, 2023 (incorpor
r
ated by reference
from Exhibit 10.16 to ONEOK, Inc.’s Annual Report on Form 10-K, file
f
d Feb. 28, 2023 (File No.
1-13643)).
10.13
Form of 2022 Restricted Unit Award Agreement (incorporated by reference fro
f
m Exhibit 10.17 to ONEOK,
Inc.’s Annual Report on Form 10-K, filed March 1, 2022 (File No. 1-13643)).
10.14
Form of 2022 Performance Unit Award Agreement (incorporated by reference fro
f
m Exhibit 10.18 to
ONEOK, Inc.’s Annual Report on Form 10-K, filed March 1, 2022 (File No. 1-13643)).
10.15
ONEOK, Inc. Equity Incentive Plan (incorporated by reference to Appendix A to ONEOK, Inc.’s definitive
proxy statement on Schedul
d e 14A filed on April 5, 2018 (File No. 1-13643)).
10.16
ONEOK, Inc. Profit
f
Sharing Plan, dated as of Jan. 1, 2005 (incorpor
r
ated by reference fro
f
m Exhibit 99 to
ONEOK, Inc.’s Registration Statement on Form S-8 fil
f ed Dec. 30, 2004 (File No. 333-121769)).
10.17
ONEOK, Inc. Equity Compensation Plan, as amended and restated, dated as of Dec. 18, 2008 (incorpo
r
rated
by reference fro
f
m Exhibit 10.44 to ONEOK, Inc.’s Annual Report on Form 10-K for
f
the fis
f cal year ended
Dec. 31, 2008, filed Feb. 25, 2009 (File No. 1-13643)).
10.18
Equity Distribution Agreement, dated as of Aug. 3, 2023, among ONEOK, Inc., and BofA Securities, Inc.,
as sales agent, principals and/or forward sellers, as for
f
ward purchasers (incorporated by reference from
f
Exhibit 1.1 to ONEOK, Inc.’s Current Report on Form 8-K with a file
f
d Aug. 3, 2023 (File No. 1-13643)).
10.19
Form of 2024 Restricted Unit Award Agreement, dated as of Feb. 27, 2024 (incorpor
r
ated by reference fro
f
m
Exhibit 10.24 to ONEOK, Inc.'s Annual Report on Form 10-K for
f
the fis
f cal year ended Dec. 31, 2023, filed
Feb. 27, 2024 (File No. 1-13643)).
10.20
Form of 2024 Performance Unit Award Agreement, dated as of Feb. 27, 2024 (incorpor
r
ated by reference
from Exhibit 10.25 to ONEOK, Inc.'s Annual Report on Form 10-K for
f
the fis
f cal year ended Dec. 31, 2023,
filed Feb. 27, 2024 (File No. 1-13643)).
10.21
Form of 2021 Restricted Unit Award Agreement (incorporated by reference fro
f
m Exhibit 10.33 to ONEOK,
Inc.'s Annual Report on Form 10-K for
f
the fis
f cal year ended Dec. 31, 2020, filed Feb. 23, 2021 (File No.
1-13643)).
126

10.22
Form of 2021 Performance Unit Award Agreement (incorporated by reference fro
f
m Exhibit 10.34 to
ONEOK, Inc's Annual Report on Form 10-K for
f
the fis
f cal year ended Dec. 31, 2020, filed Feb. 23, 2021
(File No. 1-13643)).
10.23
Form of 2025 Restricted Unit Award Agreement, dated as of Feb. 19, 2025.
10.24
Form of 2025 Performance Unit Award Agreement, dated as of Feb. 19, 2025.
10.25
ONEOK, Inc. Employee Stock Purchase Plan as amended and restated effe
f ctive May 24, 2023 (incorpo
r
rated
by reference to Exhibit 99.1 to ONEOK, Inc.’s Registration Statement on Form S-8, filed Nov. 9, 2023 (File
No. 1-13643)).
10.26
ONEOK, Inc. 2020 Nonqualifie
f d Defer
f red Compensation Plan, dated as of July 24, 2019, and effective as of
Jan. 1, 2020 (incorpor
r
ated by reference fro
f
m Exhibit 10.40 to ONEOK, Inc.’s Annual Report on Form 10-K
for the fiscal year ended Dec. 31, 2020, filed Feb. 23, 2021 (File No. 1-13643)).
10.27
Form of ONEOK, Inc. Equity Incentive Plan Restricted Unit Award Agreement (Make-Whole Award)
between ONEOK, Inc. and Pierce H. Norton II (incorporated by reference to Exhibit 10.1 to ONEOK, Inc.’s
Quarterly Report on Form 10-Q for
f
the quarter ended June 30, 2021, filed Aug. 4, 2021 (File No. 1-13643)).
10.28
Form of ONEOK, Inc. Equity Incentive Plan Restricted Unit Award Agreement (Make-Whole Award)
(incorpor
r
ated by reference to Exhibit 10.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for
f
the quarter
ended Sept. 30, 2022, filed Nov. 2, 2022 (File No. 1-13643)).
10.30
Restricted Unit Award Agreement between ONEOK, Inc. and Janet Hogan (incorporated by reference to
Exhibit 10.3 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for
f
the quarter ended Sept. 30, 2022, filed
Nov. 2, 2022 (File No. 1-13643)).
10.31
Restricted Unit Award Agreement between ONEOK, Inc. and Darren Wallis (incorpor
r
ated by reference to
Exhibit 10.4 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for
f
the quarter ended Sept. 30, 2022, filed
Nov. 2, 2022 (File No. 1-13643)).
10.32
Second Amended and Restated Credit Agreement, dated as of Feb. 14, 2025, by and amount ONEOK, Inc.,
as borrower, Citibank, N.A., as administrative agent, a swing line lender, a letter of credit issuer and a
lender, and each of the other lenders, swing line lenders and letter of credit issuers party thereto
(incorpor
r
ated by reference fro
f
m Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K, file
f
d Feb. 20,
2025 (File No. 1-13643)).
10.33
Second Amended and Restated Guaranty Agreement, dated as of Feb. 14, 2025, by and among ONEOK
Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.,
EnLink Midstream Partners, LP, and Elk Merger Sub II, L.L.C., in favor of Citibank, N.A. (incorpor
r
ated by
reference fro
f
m Exhibit 10.2 to ONEOK, Inc.’s Current Report on Form 8-K, file
f
d Feb. 20, 2025 (File No.
1-13643)).
10.34
ONEOK, Inc. Long-Term Incentive Plain, as amended and restated, dated as of Jan. 26, 2021 (f/k/a the
Magellan Midstream Partners, L.P., Long-Term Incentive Plan) (incorpor
r
ated by reference to Magellan
Midstream Partners, L.P.’s Exhibit 10(a) to Form 10-K file
f
d April 29, 2021) (File No. 1-16335).
10.35
Amendment No. 1, dated as of April 1, 2021 to ONEOK, Inc. Long-Term Incentive Plan (f/k/a the Magellan
Midstream Partners, L.P. Long-Term Incentive Plan) (incorpor
r
ated by reference to Exhibit 10.2 to Magellan
Midstream Partners, L.P.’s Form 10-Q file
f
d April 29, 2021) (File No. 1-16335).
127

10.36
EnLink Midstream, LLC 2014 Long-Term Incentive Plan, as amended and restated, dated Dec. 16, 2021
(incorpor
r
ated by reference to EnLink Midstream, LLC’s Exhibit 10.3 to Form 10-K, filed Feb. 16, 2022
(File No. 001-36336)).
10.37
Suppor
u
t Agreement, dated as of Nov. 24, 2024, by and among ONEOK, Inc. and EnLink Midstream, LLC
(incorpor
r
ated by reference to Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K, file
f
d Nov. 25,
2024 (File No. 1-13643)).
19
Securities and Insider Trading Policy
21
Required infor
f
mation concerning the registrant’s subsidiaries.
22.1
List of subs
u
idiary guarantors and issuers of guaranteed securities.
23
Consent of Independent Registered Publ
u ic Accounting Firm - PricewaterhouseCoopers LLP.
31.1
Certific
f ation of Pierce H. Norton II pursuant to Section 302 of the Sarba
r
nes-Oxley Act of 2002.
31.2
Certific
f ation of Walter S. Hulse III pursuant to Section 302 of the Sarba
r
nes-Oxley Act of 2002.
32.1
Certific
f ation of Pierce H. Norton II pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarba
r
nes-Oxley Act of 2002 (furnished only pursuant to Rul
R e 13a-14(b)).
32.2
Certific
f ation of Walter S. Hulse III pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarba
r
nes-Oxley Act of 2002 (furnished only pursuant to Rul
R e 13a-14(b)).
97
Compensation Recoupment Policy of ONEOK, Inc.
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definitions Document.
101.LAB
Inline XBRL Taxonomy Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Presentation Linkbase Document.
104.00
Cover Page Interactive Data File (for
f
matted in Inline XBRL and contained in Exhibit 101).
Attached as Exhibit 101 to this Annual Report are the fol
f lowing Inline XBRL-related documents: (i) Document and Entity
Information; (ii) Consolidated Statements of Income for the years ended Dec. 31, 2024, 2023 and 2022 (iii) Consolidated
Statements of Comprehensive Income for
f
the years ended Dec. 31, 2024, 2023 and 2022; (iv) Consolidated Balance Sheets at
Dec. 31, 2024 and 2023; (v) Consolidated Statements of Cash Flows for
f
the years ended Dec. 31, 2024, 2023 and 2022;
(vi) Consolidated Statements of Changes in Equity for the years ended Dec. 31, 2024, 2023 and 2022 and (vii) Notes to
Consolidated Financial Statements.
ITEM 16.
FORM 10-K SUMMARY
None.
128

Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto dul
d y authorized.
ONEOK, Inc.
Registrant
Date: February 2
r
5, 2025
By:
/s/ Walter S. Hulse III
Walter S. Hulse III
Chief Financial Offi
f cer, Treasurer and
Executive Vice President, Investor Relations
and Corpor
r
ate Development
(Principal Financial Officer)
Pursuant to the requirements of the Exchange Act, this report has been signed below by the fol
f lowing persons on behalf of the
registrant and in the capa
a
cities indicated on this 25th day of Februa
r
ry 2025.
/s/ Julie H. Edwards
/s/ Pierce H. Norton II
Julie H. Edwards
Pierce H. Norton II
Board Chair
President, Chief Executive Officer and
Director
/s/ Walter S. Hulse III
/s/ Mary M
r
. Spears
Walter S. Hulse III
Mary M. Spears
Chief Financial Offi
f cer, Treasurer and
Senior Vice President and Chief
Executive Vice President, Investor
Accounting Officer, Finance and Tax
Relations and Corpor
r
ate Development
/s/ Brian L. Derksen
/s/ Pattye L. Moore
Brian L. Derksen
Pattye L. Moore
Director
Director
/s/ Lori A. Gobillot
/s/ Eduardo A. Rodriguez
Lori A. Gobillot
Edua
d
rdo A. Rodriguez
Director
Director
/s/ Mark W. Helderman
/s/ Gerald B. Smith
Mark W. Helderman
Gerald B. Smith
Director
Director
/s/ Randall J. Larson
/s/ Wayne T. Smith
Randall J. Larson
Wayne T. Smith
Director
Director
129

[THIS PAGE INTENTIONALLY LEFT BLANK]



ONEOK, INC. BOARD OF DIRECTORS
Positions and ages as of February 25, 2025
Brian L. Derksen, 73
Retired Global Deputy Chief Executive Officer,
Deloitte Touche Tohmatsu Limited
Dallas, Texas
Julie H. Edwards, 66
Board Chair, ONEOK, Inc.
Former Chief Financial Officer, Frontier Oil 
Corporation and Southern Union Company
Houston, Texas
Lori A. Gobillot, 63
Business Consultant, Gobillot Advisors
Houston, Texas
Mark W. Helderman, 66
Retired Managing Director and Co-Portfolio 
Manager, Sasco Capital Inc.
Westlake, Ohio
Randall J. Larson, 67
Retired Chief Executive Officer, TransMontaigne 
Partners L.P.
Tucson, Arizona
Pattye L. Moore, 67
Former Board Chair, Red Robin Gourmet Burgers;
Former Board Chair and President, Sonic Corp.
Broken Arrow, Oklahoma
Pierce H. Norton II, 65
President and Chief Executive Officer, ONEOK,Inc.
Tulsa, Oklahoma
Eduardo A. Rodriguez, 69
President, Strategic Communications 
Consulting Group
El Paso, Texas
Gerald B. Smith, 74
Founder, Chairman and former Chief 
Executive Officer, Smith Graham & Company 
Investment Advisors
Houston, Texas
Wayne T. Smith, 65
Retired Chairman and Chief Executive Officer, 
BASF Corporation, North America
Rochester, NY
ONEOK, INC. OFFICERS 
Positions and ages as of February 25, 2025
Pierce H. Norton II, 65 
President and Chief Executive Officer
Walter S. Hulse III, 61 
Executive Vice President, Chief Financial Officer, 
Treasurer, Investor Relations and Corporate 
Development
Kevin L. Burdick, 60 
Executive Vice President and Chief Enterprise 
Services Officer
Lyndon C. Taylor, 66 
Executive Vice President, Chief Legal Officer and 
Assistant Secretary
Sheridan C. Swords, 55 
Executive Vice President and Chief 
Commercial Officer
Randy N. Lentz, 60
Executive Vice President and Chief 
Operating Officer
Charles M. Kelley, 66 
Senior Vice President, Commercial Natural 
Gas Pipelines
Mary M. Spears, 45
Senior Vice President and Chief Accounting Officer, 
Finance and Tax
Patrick W. Cipolla, 59 
Vice President, Deputy General Counsel - 
Compliance & Ethics and Corporate Secretary
CORPORATE INFORMATION 
At ONEOK (NYSE: OKE), we deliver energy 
products and services vital to an advancing world. 
We are a leading midstream operator that provides 
gathering, processing, fractionation, transportation 
and storage services. Through our approximately 
60,000-mile pipeline network, we transport the 
natural gas, natural gas liquids (NGLs), refined 
products and crude oil that help meet domestic and 
international energy demand, contribute to energy 
security and provide safe, reliable and responsible 
energy solutions needed today and into the future. 
As one of the largest diversified energy 
infrastructure companies in North America, ONEOK 
is delivering energy that makes a difference in the 
lives of people in the U.S. and around the world.
ONEOK is an S&P 500 company headquartered in 
Tulsa, Oklahoma.
For information about ONEOK, visit the website: 
www.oneok.com.
For the latest news about ONEOK, find us on 
LinkedIn, Facebook, X and Instagram. 
ANNUAL MEETING
The 2025 annual meeting of shareholders will be 
held Wednesday, May 21, 2025, at 9 a.m. Central 
Daylight Time as a virtual meeting only. In order to 
virtually attend the annual meeting, shareholders 
must register online at www.proxydocs.com/oke.  
AUDITORS
PricewaterhouseCoopers LLP
Two Warren Place
6120 South Yale Avenue, Suite 1850
Tulsa, OK 74136
DIRECT STOCK PURCHASE AND 
DIVIDEND REINVESTMENT PLAN 
ONEOK's Direct Stock Purchase and Dividend 
Reinvestment Plan provides investors the 
opportunity to purchase shares of common stock 
without payment of any brokerage fees or service 
charges and to reinvest dividends automatically.
TRANSFER AGENT, REGISTRAR AND 
DIVIDEND DISBURSING AGENT
EQ Shareowner Services
P.O. Box 64854
St. Paul, MN 55164-0854
866-235-0232
www.shareowneronline.com
CREDIT RATINGS – OKE
Moody’s Investors Service
S&P Global Ratings
Fitch Ratings, Inc. 
Baa2 (stable)
BBB (stable)
BBB (stable)
INVESTOR RELATIONS
ONEOKInvestorRelations@oneok.com
877-208-7318
CORPORATE WEBSITE
www.oneok.com
FORWARD-LOOKING STATEMENTS
The statements in this annual 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 “anticipate,” “believe,” “continue,” “could,” 
“estimate,” “expect,” “forecast,” “goal,” “guidance,” 
“intend,” “may,” “might,” “outlook,” “plan,” 
“potential,” “project,” “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 1A, 
Risk Factors in the ONEOK, Inc. Annual Report on 
Form 10-K for the year ended Dec. 31, 2024, 
included in this annual report.