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 Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of ONEOK, Inc. and its subsidiaries (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2019, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Notes A and P to the consolidated financial statements, the Company changed the manner in which it accounts for revenue from contracts with customers in 2018.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm 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 applicable 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 reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures 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 financial reporting included obtaining an understanding of internal control over financial 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 procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to

permit preparation of financial 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 reasonable 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 financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future 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 procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from 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, subjective, 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.

Valuation of Level 3 Commodity Derivative Assets and Liabilities

As described in Notes A, B and C to the consolidated financial statements, the Company’s level 3 commodity derivative assets and liabilities total $55.6 million and $24.8 million, respectively, as of December 31, 2019. As disclosed by management, commodity price risk includes basis risk, which is the difference in price between various locations where commodities are purchased and sold. Management records all derivative instruments at fair value, except for normal purchases and normal sales transactions that are expected to result in physical delivery. Many of the contracts in its derivative portfolio are executed in liquid markets where price transparency exists. Fair value measurements classified as Level 3 are comprised predominantly of exchange-cleared and over-the-counter derivatives to hedge NGL price risk and natural gas basis risk between various transaction locations and the NYMEX Henry Hub. These measurements are based on inputs that may include one or more unobservable inputs, including internally developed commodity price curves, that incorporate market data from broker quotes and third-party pricing services. The commodity derivatives are generally valued using forward quotes provided by third-party pricing services that are validated with other market data.

The principal considerations for our determination that performing procedures relating to the valuation of level 3 commodity derivative assets and liabilities is a critical audit matter are there was significant estimation by management to determine the fair value of these derivatives due to the use of internally developed commodity price curves, that incorporate market data from broker quotes and third-party pricing services. This in turn led to a high degree of subjectivity and effort in evaluating audit evidence related to the valuation. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of level 3 commodity derivative assets and liabilities, including controls over the Company’s model, significant assumptions, and data. These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in developing an independent estimate of the level 3 commodity derivative assets and liabilities and comparison of the independent estimate to management’s estimate. Developing the independent estimate involved testing the completeness and accuracy of data used and evaluating management’s assumptions related to the internally developed commodity price curves.

/s/ PricewaterhouseCoopers LLP

Tulsa, Oklahoma

February 25, 2020

We have served as the Company’s auditor since 2007.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
		Years Ended December 31,
		2019				2018				2017
		(Thousands of dollars, except per share amounts)
Revenues
Commodity sales		$	8,916,047			$	11,395,642			$	9,862,652
Services		1,248,320				1,197,554				2,311,255
Total revenues (Note P)		10,164,367				12,593,196				12,173,907
Cost of sales and fuel (exclusive of items shown separately below)		6,788,040				9,422,708				9,538,045
Operations and maintenance		863,708				803,146				724,314
Depreciation and amortization		476,535				428,557				406,335
Impairment of long-lived assets (Note D)		—				—				15,970
General taxes		119,156				103,922				98,396
(Gain) loss on sale of assets		2,575				(601		)		(924		)
Operating income		1,914,353				1,835,464				1,391,771
Equity in net earnings from investments (Note M)		154,541				158,383				159,278
Impairment of equity investments (Note M)		—				—				(4,270		)
Allowance for equity funds used during construction		64,815				7,962				107
Other income		27,058				674				15,385
Other expense		(18,003		)		(14,928		)		(35,812		)
Interest expense (net of capitalized interest of $107,275, $28,062 and $5,510, respectively)		(491,773		)		(469,620		)		(485,658		)
Income before income taxes		1,650,991				1,517,935				1,040,801
Income taxes (Note L)		(372,414		)		(362,903		)		(447,282		)
Net income		1,278,577				1,155,032				593,519
Less: Net income attributable to noncontrolling interests		—				3,329				205,678
Net income attributable to ONEOK		1,278,577				1,151,703				387,841
Less: Preferred stock dividends		1,100				1,100				767
Net income available to common shareholders		$	1,277,477			$	1,150,603			$	387,074
Basic earnings per common share (Note I)		$	3.09			$	2.80			$	1.30
Diluted earnings per common share (Note I)		$	3.07			$	2.78			$	1.29
Average shares (thousands)
Basic		413,560				411,485				297,477
Diluted		415,444				414,195				299,780

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
		Years Ended December 31,
		2019				2018				2017
		(Thousands of dollars)
Net income		$	1,278,577			$	1,155,032			$	593,519
Other comprehensive income (loss), net of tax
Change in fair value of derivatives, net of tax of $44,149, $1,694 and $19,006, respectively		(147,803		)		(5,673		)		(21,408		)
Derivative amounts reclassified to net income, net of tax of $6,058, $(11,013) and $(26,899), respectively		(21,057		)		36,870				63,687
Change in retirement and other postretirement benefit plan obligations, net of tax of $2,910, $(1,425) and $(878), respectively		(9,696		)		4,771				(4,175		)
Other comprehensive income (loss) of unconsolidated affiliates, net of tax of $2,152, $(724) and $145, respectively		(7,205		)		2,424				(970		)
Total other comprehensive income (loss), net of tax		(185,761		)		38,392				37,134
Comprehensive income		1,092,816				1,193,424				630,653
Less: Comprehensive income attributable to noncontrolling interests		—				3,329				236,704
Comprehensive income attributable to ONEOK		$	1,092,816			$	1,190,095			$	393,949

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
		December 31,				December 31,
		2019				2018
Assets		(Thousands of dollars)
Current assets
Cash and cash equivalents		$	20,958			$	11,975
Accounts receivable, net		835,121				818,958
Materials and supplies		201,749				141,174
Natural gas and NGLs in storage		304,926				296,667
Commodity imbalances		25,267				29,050
Other current assets		82,313				100,808
Total current assets		1,470,334				1,398,632
Property, plant and equipment
Property, plant and equipment		22,051,492				18,030,963
Accumulated depreciation and amortization		3,702,807				3,264,312
Net property, plant and equipment (Note D)		18,348,685				14,766,651
Investments and other assets
Investments in unconsolidated affiliates (Note M)		861,844				969,150
Goodwill and intangible assets (Note E)		957,833				967,142
Other assets		173,425				130,096
Total investments and other assets		1,993,102				2,066,388
Total assets		$	21,812,121			$	18,231,671

ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Continued)
		December 31,				December 31,
		2019				2018
Liabilities and equity		(Thousands of dollars)
Current liabilities
Current maturities of long-term debt (Note F)		$	7,650			$	507,650
Short-term borrowings (Note F)		220,000				—
Accounts payable		1,209,900				1,116,337
Commodity imbalances		104,480				110,197
Accrued interest		190,750				161,377
Finance lease liability (Note O)		1,949				1,765
Other current liabilities		285,569				211,110
Total current liabilities		2,020,298				2,108,436
Long-term debt, excluding current maturities (Note F)		12,479,757				8,873,334
Deferred credits and other liabilities
Deferred income taxes (Note L)		536,063				219,731
Finance lease liability (Note O)		24,296				26,244
Other deferred credits		525,756				424,383
Total deferred credits and other liabilities		1,086,115				670,358
Commitments and contingencies (Note N)
Equity (Note G)
ONEOK shareholders’ equity:
Preferred stock, $0.01 par value: authorized and issued 20,000 shares at December 31, 2019, and at December 31, 2018		—				—
Common stock, $0.01 par value: authorized 1,200,000,000 shares; issued 445,016,234 shares and outstanding 413,239,050 shares at December 31, 2019; issued 445,016,234 shares and outstanding 411,532,606 shares at December 31, 2018		4,450				4,450
Paid-in capital		7,403,895				7,615,138
Accumulated other comprehensive loss (Note H)		(374,000		)		(188,239		)
Retained earnings		—				—
Treasury stock, at cost: 31,777,184 shares at December 31, 2019, and 33,483,628 shares at December 31, 2018		(808,394		)		(851,806		)
Total equity		6,225,951				6,579,543
Total liabilities and equity		$	21,812,121			$	18,231,671

See accompanying Notes to Consolidated Financial Statements.

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ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
		Years Ended December 31,
		2019				2018				2017
		(Thousands of dollars)
Operating activities
Net income		$	1,278,577			$	1,155,032			$	593,519
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		476,535				428,557				406,335
Impairment charges		—				—				20,240
Noncash contribution of preferred stock, net of tax		—				—				12,600
Equity in net earnings from investments		(154,541		)		(158,383		)		(159,278		)
Distributions received from unconsolidated affiliates		163,476				170,528				167,372
Deferred income taxes		372,729				361,010				437,917
Share-based compensation expense		37,147				31,664				26,262
Allowance for equity funds used during construction		(64,815		)		(7,962		)		(107		)
Other, net		1,567				(132		)		3,155
Changes in assets and liabilities:
Accounts receivable		(19,688		)		383,993				(330,521		)
Natural gas and NGLs in storage		(8,259		)		38,456				(202,259		)
Accounts payable		(62,946		)		(320,132		)		261,305
Commodity imbalances, net		(1,934		)		(44,302		)		43,699
Accrued interest		29,373				26,068				22,795
Risk-management assets and liabilities		(86,268		)		117,717				37,617
Other assets and liabilities, net		(14,174		)		4,605				(25,239		)
Cash provided by operating activities		1,946,779				2,186,719				1,315,412
Investing activities
Capital expenditures (less allowance for equity funds used during construction)		(3,848,349		)		(2,141,475		)		(512,393		)
Contributions to unconsolidated affiliates		(4,028		)		(1,748		)		(87,861		)
Distributions received from unconsolidated affiliates in excess of cumulative earnings		94,168				26,757				28,742
Other, net		(10,549		)		1,578				3,879
Cash used in investing activities		(3,768,758		)		(2,114,888		)		(567,633		)
Financing activities
Dividends paid		(1,457,628		)		(1,335,058		)		(829,414		)
Distributions to noncontrolling interests		—				(3,500		)		(276,260		)
Borrowing (repayment) of short-term borrowings, net		220,000				(614,673		)		(495,604		)
Issuance of long-term debt, net of discounts		4,185,435				1,795,773				1,190,496
Debt financing costs		(29,747		)		(13,441		)		(11,425		)
Repayment of long-term debt		(1,057,348		)		(932,650		)		(994,776		)
Issuance of common stock		29,040				1,203,981				471,358
Acquisition of noncontrolling interests		—				(195,000		)		—
Other, net		(58,790		)		(2,481		)		(13,836		)
Cash provided by (used in) financing activities		1,830,962				(97,049		)		(959,461		)
Change in cash and cash equivalents		8,983				(25,218		)		(211,682		)
Cash and cash equivalents at beginning of period		11,975				37,193				248,875
Cash and cash equivalents at end of period		$	20,958			$	11,975			$	37,193
Supplemental cash flow information:
Cash paid for interest, net of amounts capitalized		$	435,165			$	418,244			$	432,210
Cash paid for income taxes, net of refunds		$	2,690			$	2,225			$	6,633

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
		ONEOK Shareholders’ Equity
		Common Stock Issued			Preferred Stock Issued			Common Stock				Preferred Stock				Paid-in Capital
		(Shares)						(Thousands of dollars)
January 1, 2017		245,811,180			—			$	2,458			$	—			$	1,234,314
Cumulative effect adjustment for adoption of ASU 2016-09 (a)		—			—			—				—				—
Net income		—			—			—				—				—
Other comprehensive income (loss)		—			—			—				—				—
Preferred stock issued		—			20,000			—				—				20,000
Preferred stock dividends - $38.35 per share (Note G)		—						—				—				(767		)
Common stock issued		8,434,223			—			85				—				456,537
Common stock dividends - $2.72 per share (Note G)		—			—			—				—				(367,578		)
Distributions to noncontrolling interests		—			—			—				—				—
Acquisition of noncontrolling interests (Note G)		168,920,831			—			1,689				—				5,228,580
Other, net		—			—			—				—				17,792
December 31, 2017		423,166,234			20,000			4,232				—				6,588,878
Cumulative effect adjustment for adoption of ASUs (b)		—			—			—				—				—
Net income		—			—			—				—				—
Other comprehensive income (loss) (Note H)		—			—			—				—				—
Preferred stock dividends - $55.00 per share (Note G)		—			—			—				—				—
Common stock issued		21,850,000			—			218				—				1,183,321
Common stock dividends - $3.245 per share (Note G)		—			—			—				—				(144,805		)
Distributions to noncontrolling interests		—			—			—				—				—
Contributions from noncontrolling interests		—			—			—				—				—
Acquisition of noncontrolling interests (Note G)		—			—			—				—				(21,220		)
Other, net		—			—			—				—				8,964
December 31, 2018		445,016,234			20,000			4,450				—				7,615,138
Cumulative effect adjustment for adoption of ASU 2016-02 (Note A)		—			—			—				—				—
Net income		—			—			—				—				—
Other comprehensive income (loss) (Note H)		—			—			—				—				—
Preferred stock dividends - $55.00 per share (Note G)		—			—			—				—				—
Common stock issued		—			—			—				—				(7,667		)
Common stock dividends - $3.53 per share (Note G)		—			—			—				—				(180,421		)
Other, net		—			—			—				—				(23,155		)
December 31, 2019		445,016,234			20,000			$	4,450			$	—			$	7,403,895

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Continued)
		ONEOK Shareholders’ Equity
		Accumulated Other Comprehensive Loss				Retained Earnings				Treasury Stock				Noncontrolling Interests in Consolidated Subsidiaries				Total Equity
		(Thousands of dollars)
January 1, 2017		$	(154,350	)		$	—			$	(893,677	)		$	3,240,170			$	3,428,915
Cumulative effect adjustment for adoption of ASU 2016-09 (a)		—				73,368				—				—				73,368
Net income		—				387,841				—				205,678				593,519
Other comprehensive income (loss)		6,108				—				—				31,026				37,134
Preferred stock issued		—				—				—				—				20,000
Preferred stock dividends - $38.35 per share (Note G)		—				—				—				—				(767		)
Common stock issued		—				—				16,964				—				473,586
Common stock dividends - $2.72 per share (Note G)		—				(461,209		)		—				—				(828,787		)
Distributions to noncontrolling interests		—				—				—				(276,260		)		(276,260		)
Acquisition of noncontrolling interests (Note G)		(40,288		)		—				—				(3,043,519		)		2,146,462
Other, net		—				—				—				390				18,182
December 31, 2017		(188,530		)		—				(876,713		)		157,485				5,685,352
Cumulative effect adjustment for adoption of ASUs (b)		(38,101		)		39,803				—				17				1,719
Net income		—				1,151,703				—				3,329				1,155,032
Other comprehensive income (loss) (Note H)		38,392				—				—				—				38,392
Preferred stock dividends - $55.00 per share (Note G)		—				(1,100		)		—				—				(1,100		)
Common stock issued		—				—				24,907				—				1,208,446
Common stock dividends - $3.245 per share (Note G)		—				(1,190,406		)		—				—				(1,335,211		)
Distributions to noncontrolling interests		—				—				—				(3,500		)		(3,500		)
Contributions from noncontrolling interests		—				—				—				16,449				16,449
Acquisition of noncontrolling interests (Note G)		—				—				—				(173,780		)		(195,000		)
Other, net		—				—				—				—				8,964
December 31, 2018		(188,239		)		—				(851,806		)		—				6,579,543
Cumulative effect adjustment for adoption of ASU 2016-02 (Note A)		—				(67		)		—				—				(67		)
Net income		—				1,278,577				—				—				1,278,577
Other comprehensive income (loss) (Note H)		(185,761		)		—				—				—				(185,761		)
Preferred stock dividends - $55.00 per share (Note G)		—				(1,100		)		—				—				(1,100		)
Common stock issued		—				—				43,412				—				35,745
Common stock dividends - $3.53 per share (Note G)		—				(1,277,410		)		—				—				(1,457,831		)
Other, net		—				—				—				—				(23,155		)
December 31, 2019		$	(374,000	)		$	—			$	(808,394	)		$	—			$	6,225,951

(a) - Includes adjustment increasing beginning retained earnings in the first quarter 2017 of $73.4 million to recognize previously unrecognized cumulative excess tax benefits related to share-based payments on a modified retrospective basis.

(b) - Includes cumulative effect for adoption of the following: ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”; ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”; and ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”

See accompanying Notes to Consolidated Financial Statements.

ONEOK, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A**.**	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations - We are a corporation incorporated under the laws of the state of Oklahoma.

Our Natural Gas Gathering and Processing segment provides midstream services to producers in North Dakota, Montana, Wyoming, Kansas and Oklahoma. Raw natural gas is typically gathered at the wellhead, compressed and transported through pipelines to our processing facilities. Processed natural gas, usually referred to as residue natural gas, is then recompressed and delivered to natural gas pipelines, storage facilities and end users. The NGLs separated from the raw natural gas are delivered through NGL pipelines to fractionation facilities for further processing.

Our Natural Gas Liquids segment owns and operates facilities that gather, fractionate, treat and distribute NGLs and store NGL products, primarily in Oklahoma, Kansas, Texas, New Mexico and the Rocky Mountain region, which includes the Williston, Powder River and DJ Basins. We provide midstream services to producers of NGLs and deliver those products to the two primary market centers, one in the Mid-Continent in Conway, Kansas, and the other in the Gulf Coast in Mont Belvieu, Texas. The majority of the pipeline-connected natural gas processing plants in the Williston Basin, Oklahoma, Kansas and the Texas Panhandle are connected to our NGL gathering systems. We own or have an ownership interest in FERC-regulated NGL gathering and distribution pipelines in Oklahoma, Kansas, Texas, New Mexico, Montana, North Dakota, Wyoming and Colorado, and terminal and storage facilities in Missouri, Nebraska, Iowa and Illinois. We also own FERC-regulated NGL distribution and refined petroleum products pipelines in Kansas, Missouri, Nebraska, Iowa, Illinois and Indiana that connect our Mid-Continent assets with Midwest markets, including Chicago, Illinois.

Our Natural Gas Pipelines segment provides interstate and intrastate transportation and storage services to end users through its wholly owned assets and its 50% ownership interests in Northern Border Pipeline and Roadrunner. Our interstate pipelines are regulated by the FERC and are located in North Dakota, Minnesota, Wisconsin, Illinois, Indiana, Kentucky, Tennessee, Oklahoma, Texas and New Mexico. Our intrastate natural gas pipeline and storage assets are located in Oklahoma, Kansas and Texas. Our assets connect major natural gas producing basins and market hubs with end-use customers.

Consolidation - Our Consolidated Financial Statements include our accounts and the accounts of our subsidiaries over which we have control or are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Investments in unconsolidated affiliates are accounted for using the equity method if we have the ability to exercise significant influence over operating and financial 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. For the investments we account for under the equity method, the premium or excess cost over underlying fair value of net assets is referred to as equity-method goodwill. Impairment of equity investments is recorded when the impairments are other than temporary. These amounts are recorded as investments in unconsolidated affiliates on our accompanying Consolidated Balance Sheets. See Note M for disclosures of our unconsolidated affiliates.

Distributions paid to us from our unconsolidated affiliates are classified as operating activities on our Consolidated Statements of Cash Flows until the cumulative distributions exceed our proportionate share of income from the unconsolidated affiliate 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 return of investment and is classified as an investing activity on our Consolidated Statements of Cash Flows.

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 affect the reported amounts on our Consolidated Financial Statements. Items that may be estimated include, but are not limited to, the economic useful life of assets, fair value of assets, liabilities and equity-method investments, obligations under employee benefit plans, provisions for uncollectible accounts receivable, expenses for services received but for which no invoice has been received, provision for income taxes, including any deferred tax valuation allowances, the results of litigation 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 and recorded with actual volumes and prices.

We evaluate our estimates on an ongoing basis using historical experience, consultation with experts and other methods we consider reasonable based on the particular circumstances. Nevertheless, actual results may differ 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 facts 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 of a liability in an orderly transaction at the measurement date. We measure the fair value of a group of financial assets and liabilities consistent with how a market participant would price the net risk exposure at the measurement date.

Many of the contracts in our derivative portfolio are executed in liquid markets where price transparency exists. Our financial commodity derivatives are generally settled through a NYMEX or Intercontinental Exchange (ICE) clearing broker account with daily margin requirements. We validate our valuation inputs with third-party information and settlement prices from other sources, where available.

We compute the fair value of our derivative portfolio by discounting the projected future cash flows from our derivative assets and liabilities to present value using interest-rate yields to calculate present-value discount factors derived from the implied forward LIBOR yield curve. The fair value of our forward-starting interest-rate swaps are determined using financial models that incorporate the implied forward LIBOR yield curve for the same period as the future interest-rate swap settlements. We consider current market data in evaluating counterparties’, as well as our own, nonperformance risk, net of collateral, by using counterparty-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 differ materially from our estimates.

Fair Value Hierarchy - At each balance sheet date, we utilize a fair value hierarchy to classify fair value amounts recognized or disclosed in our financial statements based on the observability 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 natural gas and crude oil.

•	Level 2 - fair value measurements are based on significant observable pricing inputs, including quoted prices for similar assets and liabilities in active markets and inputs from third-party pricing services supported with corroborative evidence. These balances are composed of over-the-counter interest-rate derivatives.

•

Level 3 - fair value measurements are based on inputs that may include one or more unobservable inputs, including internally developed commodity price curves that incorporate market data from broker quotes and third-party pricing services. These balances are composed predominantly of exchange-cleared and over-the-counter derivatives to hedge NGL price risk and natural gas basis risk between various transaction locations and the NYMEX Henry Hub. Our commodity derivatives are generally valued using forward quotes provided by third-party pricing services that are validated with other market data. We believe any measurement uncertainty at December 31, 2019, is immaterial as our Level 3 fair value measurements are based on unadjusted pricing information from broker quotes and third-party pricing services. We do not believe that our Level 3 fair value estimates have a material impact on our results of operations, as our derivatives are accounted for as hedges.

Determining the appropriate classification of our fair value measurements within the fair value hierarchy requires management’s judgment regarding the degree to which market data is observable or corroborated by observable market data. We categorize derivatives for which fair value is determined using multiple inputs within a single level, based on the lowest level input that is significant to the fair value measurement in its entirety.

See Note B 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 maturities of three months or less.

Revenue Recognition - Revenues are recognized when control of the promised goods or services is transferred 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 before 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 is not significant.

A significant portion of supply volumes in our Natural Gas Gathering and Processing and Natural Gas Liquids segments are under contracts that include the purchase of commodities. Therefore, upon adoption of Topic 606, the contractual fees we charge on these contracts are considered a reduction of the commodity purchase price in cost of sales and fuel. In 2017 and prior periods, we recorded these fees as services revenue. See “Cost of Sales and Fuel” below for a description of these arrangements.

Performance Obligations and Revenue Sources - Revenues sources are disaggregated in Note Q and are derived from commodity sales and services revenues, as described below:

Commodity Sales (all segments) - We contract to deliver residue natural gas, condensate, unfractionated NGLs and/or NGL products to customers at a specified delivery point. Our sales agreements may be daily or longer-term contracts for a specified volume. We consider the sale and delivery of each unit of a commodity an individual performance obligation as the customer is expected to control, accept and benefit from 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 product is transferred to the customer. Revenue is recorded based on the contracted selling price, which is generally index-based and settled monthly.

Services

Gathering only contracts (Natural Gas Gathering and Processing segment) - Under this type of contract, we charge fees for providing midstream services, which include gathering and treating our customer’s natural gas. Our performance obligation begins with delivery of raw natural gas to our system. This service is treated as one performance obligation that is satisfied over time. We use the output method based on delivery of product to our system as the measure of progress, as our services are performed simultaneously.

POP with fee contracts with producer take-in-kind rights (Natural Gas Gathering and Processing segment) - Under this type of contract, we do not control the stream of unprocessed natural gas that we receive at the wellhead due to the producer’s take-in-kind rights. We purchase a portion of the raw natural gas stream, charge fees for providing midstream services, which include gathering, treating, compressing and processing our customer’s natural gas. After performing these services, we return primarily the residue natural gas to the producer, sell the remaining commodities and remit a portion of the commodity sales proceeds to the producer less our contractual fees. Our performance obligation begins with delivery of raw natural gas to our system. This service is treated as one performance obligation that is satisfied over time. We use the output method based on delivery of product to our system as the measure of progress, as our services are performed simultaneously.

Transportation and exchange contracts (Natural Gas Liquids segment) - Under this type of contract, we charge fees for providing midstream services, which may include a bundled combination of gathering, transporting and/or fractionation of our customer’s NGLs. Our performance obligation begins with delivery of unfractionated NGLs or NGL products 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 method based on delivery of product to our system as the measure of progress, as our services are performed simultaneously. For transportation services under a tariff on our NGL transportation pipelines, fees are recorded upon redelivery to our customer at the completion of the transportation services.

Storage contracts (Natural Gas Liquids and Natural Gas Pipelines segments) - We reserve a stated storage capacity and inject/withdraw/store commodities for our customer. The capacity reservation and injection/withdrawal/storage services are considered a bundled service, as we integrate them into one stand-ready obligation provided on a daily basis over the life of the agreement and satisfied over time. Fixed capacity reservation fees are allocated and evenly recognized in revenue. 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. For contracts that do not include a capacity reservation, transportation, injection and withdrawal fees are recognized in revenue as those services are provided and are dependent on the volume transported, injected or withdrawn by our customer, which is at our customer’s discretion. We use the output method based on the passage of time to measure satisfaction of the performance obligation associated with our daily stand-ready services.

Firm service transportation contracts (Natural Gas Pipelines segment) - We reserve a stated transportation capacity and transport commodities for 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 of the agreement and satisfied over time. Fixed capacity reservation fees are allocated and evenly recognized in revenue. 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 based on a daily effective fee rate. If the capacity reservation fees vary solely as a contract feature, contract assets or liabilities are recorded for the difference between the amount recorded in revenue and the amount billed to the customer. Transportation fees 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 method based on the passage of time to measure satisfaction of the performance obligation associated with our daily stand-ready services.

Interruptible transportation contracts (Natural Gas Pipelines segment) - We agree to transport natural gas on our pipelines between the customer’s specified nomination and delivery points if capacity is available after satisfying firm transportation service obligations. The transaction price is based on the transportation fees times the volumes transported. These fees may change over time based on an index or other factors provided in the agreement. We use the output method based on delivery of product to the customer to measure satisfaction of the performance obligation. The total consideration for delivered volumes is recorded in revenue at the time of delivery, when the customer obtains control.

See Note P 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 differs from the amount billed to the customer and recorded in accounts receivable. Our contract asset balances at the beginning and end of the period primarily relate to our firm service transportation contracts with tiered rates. Our contract liabilities primarily represent deferred revenue on contributions in aid of construction received from customers for which revenue is recognized over the contract periods, which range from 5 to 10 years, and deferred revenue on NGL storage contracts for which revenue is recognized over a one-year term.

Cost of Sales and Fuel - Cost of sales and fuel primarily includes (i) the cost of purchased commodities, including NGLs, natural gas and condensate, (ii) fees incurred for third-party transportation, fractionation and storage of commodities, (iii) fuel and power costs incurred to operate our own facilities that gather, process, transport and store commodities, and (iv) an offset from the contractual fees deducted from the cost of purchased commodities under the contract types below:

POP with fee contracts with no producer take-in-kind rights (Natural Gas Gathering and Processing segment) - We purchase raw natural gas and charge contractual fees 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 contractual fees.

Purchase with fee (Natural Gas Liquids segment) - Under this type of contract, we purchase raw, unfractionated NGLs at an index price and charge fees for providing midstream services, which may include a bundled combination of gathering, transporting and/or fractionation of our customer’s NGLs.

Operations and Maintenance - Operations and maintenance primarily includes (i) payroll and benefit costs, (ii) third-party costs for operations, maintenance and integrity management, regulatory compliance 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, net of allowances for doubtful accounts. We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments and other forms of collateral, when appropriate. Outstanding customer receivables are reviewed regularly for possible nonpayment indicators, and allowances for doubtful accounts are recorded based upon management’s estimate of collectability at each balance sheet date. At December 31, 2019 and 2018, our allowance for doubtful accounts was not material.

Update - Upon adoption of ASU 2016-13 in January 2020, we are required to present accounts receivable net of an allowance for credit losses to reflect the net amount expected to be collected. This assessment is based on historical information, current conditions and supportable forecasts. See “Recently Issued Accounting Standards Update” table below for more information.

Inventory - The values of current natural gas and NGLs in storage are determined using the lower of weighted-average cost or net realizable value. Noncurrent natural gas and NGLs are classified as property and valued at cost. Materials and supplies are valued at average cost.

Commodity Imbalances - Commodity imbalances represent amounts payable or receivable for NGL exchange contracts and natural gas pipeline imbalances and are valued at market prices. Under the majority of our NGL exchange agreements, we physically receive volumes of unfractionated NGLs, including the risk of loss and legal title to such volumes, from the exchange counterparty. In turn, we deliver NGL products back to the customer and charge them gathering, transportation and fractionation fees. To the extent that the volumes we receive under such agreements differ from those we deliver, we record a net exchange receivable or payable position with the counterparties. These net exchange receivables and payables are generally

settled with movements of NGL products rather than with cash. Natural gas pipeline imbalances are settled in cash or in-kind, subject to the terms of the pipelines’ tariffs or by agreement.

Derivatives and Risk Management - We utilize derivatives to reduce our market-risk exposure to commodity price and interest-rate fluctuations and to achieve more predictable cash flows. We record all derivative instruments at fair value, with the exception of normal purchases and normal sales transactions that are expected to result in physical delivery. Commodity price and interest-rate volatility may have a significant impact on the fair value of derivative instruments as of a given date. The accounting for 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. The table below summarizes the various ways in which we account for our derivative instruments 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 instrument is reported initially as a component of accumulated other comprehensive income (loss)	-	The gain or loss on the derivative instrument is reclassified out of accumulated other comprehensive income (loss) into earnings when the forecasted transaction affects earnings
Fair value hedge	-	Recorded at fair value	-	The gain or loss on the derivative instrument is recognized in earnings
	-	Change in fair value of the hedged item is recorded as an adjustment to book value	-	Change in fair value of the hedged item is recognized in earnings

To reduce our exposure to fluctuations in natural gas, NGLs and condensate prices, we periodically enter into futures, forward purchases and sales, options or swap transactions in order to hedge anticipated purchases and sales of natural gas, NGLs and condensate. Interest-rate swaps are used from time to time to manage interest-rate risk. Under certain conditions, we designate our derivative instruments as a hedge of exposure to changes in fair values or cash flows. We formally document all relationships between hedging instruments and hedged items, as well as risk-management objectives and strategies for undertaking various hedge transactions, and methods for assessing and testing correlation and hedge effectiveness. We specifically identify the forecasted transaction that has been designated as the hedged item in a cash flow hedge relationship. We assess the effectiveness of hedging relationships at inception of the hedge by performing an effectiveness analysis on our fair value and cash flow hedging relationships to determine whether the hedge relationships are highly effective. Subsequently we perform qualitative assessments. We also document our normal purchases and normal sales transactions that we expect to result in physical delivery and that we elect to exempt from derivative accounting treatment.

The realized revenues and purchase costs of our derivative instruments not considered held for trading purposes and derivatives that qualify as normal purchases or normal sales that are expected to result in physical delivery are reported on a gross basis.

Cash flows from futures, forwards, options and swaps that are accounted for as hedges are included in the same category as the cash flows from the related hedged items in our Consolidated Statements of Cash Flows.

See Notes B and C for disclosures of our fair value measurements and risk-management and hedging activities.

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 from sales or transfers 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 used to finance construction activities for regulated and nonregulated projects, respectively. We capitalize interest costs during the construction or upgrade of qualifying assets. These costs are recorded as a reduction to interest expense. The equity portion of AFUDC represents the capitalization of the estimated average cost of equity used during the construction of major projects and is recorded in the cost of our regulated properties and as a credit to the allowance for equity funds used during construction.

Our properties are depreciated using the straight-line method over their estimated useful lives. Generally, we apply composite depreciation rates to functional groups of property having similar economic circumstances. We periodically conduct depreciation studies to assess the economic lives of our assets. For our regulated assets, these depreciation studies are

completed as a part of our rate proceedings or tariff filings, and the changes in economic lives, if applicable, are implemented prospectively when the new rates are approved. For our nonregulated assets, if it is determined that the estimated economic life changes, the changes are made prospectively. Changes in the estimated economic lives of our property, plant and equipment could have a material effect on our financial position or results of operations.

Property, plant and equipment on our Consolidated Balance Sheets includes construction work in process for capital projects that have not yet been placed in service and therefore are not being depreciated. Assets are transferred out of construction work in process when they are substantially complete and ready for their intended use.

See Note D for our property, plant and equipment disclosures.

Impairment of Goodwill and Long-Lived Assets, Including Intangible Assets - We assess our goodwill for impairment at least annually on July 1, unless events or changes in circumstances indicate an impairment may have occurred before that time. Our qualitative goodwill impairment analysis performed as of July 1, 2019, did not result in an impairment charge nor did our analysis reflect any reporting units at risk, and subsequent to that date, no event has occurred indicating that the implied fair value of each of our reporting units is less than the carrying value of its net assets.

As part of our goodwill impairment test, we may first assess qualitative factors (including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance) to determine whether it is more likely than not that the fair value of each of our reporting units is less than its carrying amount. If further testing is necessary or a quantitative test is elected, we perform a two-step impairment test for goodwill. In the first step, an initial assessment is made by comparing the fair value of a reporting unit with its book value, including goodwill. If the fair value is less than the book value, an impairment is indicated, and we must perform a second test to measure the amount of the impairment. In the second test, we calculate the implied fair value of the goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value determined in step one of the assessment. If the carrying value of the goodwill exceeds the implied fair value of the goodwill, we will record an impairment charge.

Update - Upon adoption of ASU 2017-04 in January 2020, the requirement to calculate the implied fair value of goodwill under the two-step impairment test was eliminated. See “Recently Issued Accounting Standards Update” table below for more information.

To estimate the fair value of our reporting units, we use two generally accepted valuation approaches, an income approach and a market approach, using assumptions consistent with a market participant’s perspective. Under the income approach, we use anticipated cash flows over a period of years plus a terminal value and discount these amounts to their present value using appropriate discount rates. Under the market approach, we apply EBITDA multiples to forecasted EBITDA. The multiples used are consistent with historical asset transactions. The forecasted cash flows are based on average forecasted cash flows for a reporting unit over a period of years.

We assess our long-lived assets for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. An impairment is indicated if the carrying amount of a long-lived asset exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. 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.

For the investments we account for under the equity method, the impairment test considers whether the fair value of the equity investment as a whole, not the underlying net assets, has declined and whether that decline is other than temporary. Therefore, we periodically evaluate the amount at which we carry our equity-method investments to determine whether current events or circumstances warrant adjustments to our carrying values.

See Notes D, E and M for our long-lived assets, goodwill and intangible assets and investments in unconsolidated affiliates disclosures.

Regulation - Depending on the specific service provided, our natural gas transmission pipelines, NGL pipelines and certain natural gas storage facilities are subject to rate regulation and/or accounting requirements by one or more of the FERC, OCC, KCC and RRC. Accordingly, portions of our Natural Gas Liquids and Natural Gas Pipelines segments follow the accounting and reporting guidance for regulated operations. In our Consolidated Financial Statements and our Notes to Consolidated Financial Statements, regulated operations are defined pursuant to Financial Accounting Standards Board’s (FASB) ASC 980, Regulated Operations. During the rate-making process for certain of our assets, regulatory authorities set the framework for what we can charge customers for 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 guidance include costs for fuel and losses, acquisition costs, contributions in aid of construction, charges for 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 immediate recovery. Actions by regulatory authorities could have an effect on the amounts we may charge our customers. Any difference in the amount recoverable and the amount deferred is recorded as income or expense at the time of the regulatory action. A write-off of regulatory assets and costs not recovered may be required if all or a portion of the regulated operations have rates that are no longer (i) established by independent, third-party regulators and (ii) set at levels that will recover our costs when considering the demand and competition for our services.

Retirement and Other Postretirement Employee Benefits - We have defined benefit retirement plans covering certain employees and former employees. We sponsor welfare plans that provide postretirement medical and life insurance benefits to certain employees hired prior to 2017 who retire with at least five years of service. The expense and liability related to these plans is calculated using statistical and other factors that attempt to anticipate future events. These factors include assumptions about the discount rate, expected return on plan assets, rate of future compensation increases, 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 liabilities we recognize.

See Note K for our retirement and other postretirement employee benefits disclosures.

Income Taxes - Deferred income taxes are provided for the difference between the financial statement and income tax basis of assets and liabilities and carryforward items based on income tax laws and rates existing at the time the temporary differences are expected to reverse. Generally, the effect of a change in tax rates on deferred tax assets and liabilities 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 the financial statement recognition and measurement of a tax position that is taken or expected to be taken in a tax return. 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. During 2019, 2018 and 2017, we had no uncertain tax positions that required the establishment of a material reserve.

We utilize the “with-and-without” approach for intra-period tax allocation for purposes 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 federal tax authorities of the United States along with the tax authorities of several states. We are not under any United States federal audits or statute waivers at this time.

See Note L for our income taxes disclosures.

Asset Retirement Obligations - Asset retirement obligations represent legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. Certain of our natural gas gathering and processing, NGL and natural gas pipeline facilities are subject 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 fair value of a liability for an asset retirement obligation in the period when it is incurred if a reasonable estimate of the fair value can be made. We are not able to estimate reasonably 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 which we are unable to estimate reasonably the fair value of the asset retirement obligation, will continue in operation as long as supply and demand for natural gas and NGLs exist. Based on the widespread use of natural gas for heating and cooking activities for residential users and electric-power generation for commercial users, as well as use of NGLs by the petrochemical industry, we expect supply and demand to exist for the foreseeable future.

For our assets that 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 of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for an amount other than the carrying amount of the liability, we will recognize a gain or loss on settlement. The depreciation and accretion expense are immaterial to our Consolidated Financial Statements.

Contingencies - Our accounting for contingencies covers a variety of business activities, including contingencies for legal and environmental exposures. We accrue these contingencies when our assessments indicate that it is probable that a liability has been incurred or an asset will not be recovered and an amount can be estimated reasonably. We expense legal fees as incurred and base our legal liability estimates on currently available facts and our estimates of the ultimate outcome or resolution. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of a remediation feasibility study. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable. Our expenditures for environmental evaluation, mitigation, remediation and compliance to date have not been significant in relation to our financial position or results of operations, and our expenditures related to environmental matters had no material effect on earnings or cash flows during 2019, 2018 and 2017. Actual results may differ from our estimates resulting in an impact, positive or negative, on earnings.

See Note N 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 forfeitures under our share-based payment plans.

See Note J 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 nonemployee 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 effect for each quarter. For fiscal-year periods, the dilutive components for each quarter are averaged to arrive at the fiscal year-to-date dilutive component.

See Note I for our earnings per share disclosures.

Segment Reporting - Our chief operating decision-maker reviews the financial performance of each of our three segments, as well as our financial performance as a whole, on a regular basis. Adjusted EBITDA by segment is utilized in this evaluation. We believe this financial measure is useful to investors because it and similar measures are used by many companies in our industry as a measurement of financial performance and are commonly employed by financial analysts and others to evaluate our financial performance and to compare financial performance among companies in our industry. Adjusted EBITDA for each segment is defined as net income adjusted for interest expense, depreciation and amortization, noncash impairment charges, income taxes, allowance for equity funds used during construction, noncash compensation expense, and other noncash items. This calculation may not be comparable with similarly titled measures of other companies.

See Note Q for our segments disclosures.

Reclassifications - Certain reclassifications have been made in the prior-year financial statements to conform to the current-year presentation.

Recently Issued Accounting Standards Update - Changes to GAAP are established by the FASB in the form of ASUs to the FASB Accounting Standards Codification. We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or clarifications of ASUs previously issued or listed below. The following tables provide a brief description of recent accounting pronouncements and our analysis of the effects on our financial statements:

Standard		Description		Date of Adoption		Effect on the Financial Statements or Other Significant Matters
Standards that were adopted as of December 31, 2019
ASU 2016-02, “Leases (Topic 842)”		The standard requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. It also requires qualitative disclosures along with specific quantitative disclosures by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases.		First quarter 2019		We adopted this standard on January 1, 2019, using the modified retrospective method and the optional transition method to record the adoption impact through a cumulative adjustment to equity. On January 1, 2019, we recorded an immaterial cumulative effect for the adoption of the new standard and recorded $17.5 million of right-of-use assets and $17.4 million of lease liabilities related to operating leases that were not previously recorded on our Consolidated Balance Sheets. Our finance lease assets and liabilities at January 1, 2019, of $28.1 million and $28.0 million, respectively, did not change as a result of adopting this standard. See Note O for additional disclosures.
ASU 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”		The standard aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions.		First quarter 2019		The impact of adopting this standard was not material.
Standards that are not yet adopted as of December 31, 2019
ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”		The standard requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented net of the allowance for credit losses to reflect the net carrying value at the amount expected to be collected on the financial asset; and the initial allowance for credit losses for purchased financial assets, including available-for-sale debt securities, to be added to the purchase price rather than being reported as a credit loss expense.		First quarter 2020		We adopted this standard in January 2020, and the impact of adopting this standard was not material.
ASU 2017-04, “Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”		The standard simplifies the subsequent measurement of goodwill by eliminating the requirement to calculate the implied fair value of goodwill under step 2. Instead, an entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The standard does not change step zero or step 1 assessments.		First quarter 2020		We adopted this standard in January 2020, and the impact of adopting this standard was not material.
ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”		The standard simplifies certain concepts in Topic 740, Income Taxes.		First quarter 2021		We do not expect the adoption of this standard to materially impact us.

B**.**	FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements - The following tables set forth our recurring fair value measurements for the periods indicated:

		December 31, 2019
		Level 1				Level 2				Level 3				Total - Gross				Netting (a)				Total - Net
		(Thousands of dollars)
Derivative assets
Commodity contracts
Financial contracts		$	10,892			$	—			$	55,557			$	66,449			$	(28,588	)		$	37,861
Interest-rate contracts		—				581				—				581				—				581
Total derivative assets		$	10,892			$	581			$	55,557			$	67,030			$	(28,588	)		$	38,442
Derivative liabilities
Commodity contracts
Financial contracts		$	(4,811	)		$	—			$	(24,785	)		$	(29,596	)		$	28,588			$	(1,008	)
Interest-rate contracts		—				(201,941		)		—				(201,941		)		—				(201,941		)
Total derivative liabilities		$	(4,811	)		$	(201,941	)		$	(24,785	)		$	(231,537	)		$	28,588			$	(202,949	)

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheet on a net basis. We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us. At December 31, 2019, we held no cash and posted $8.8 million of cash with various counterparties, which is included in other current assets in our Consolidated Balance Sheet.

		December 31, 2018
		Level 1				Level 2				Level 3				Total - Gross				Netting (a)				Total - Net
		(Thousands of dollars)
Derivative assets
Commodity contracts
Financial contracts		$	10,812			$	—			$	69,165			$	79,977			$	(32,739	)		$	47,238
Physical contracts		—				—				1,142				1,142				—				1,142
Interest-rate contracts		—				19,005				—				19,005				—				19,005
Total derivative assets		$	10,812			$	19,005			$	70,307			$	100,124			$	(32,739	)		$	67,385
Derivative liabilities
Commodity contracts
Financial contracts		$	(2,916	)		$	—			$	(29,823	)		$	(32,739	)		$	32,739			$	—
Interest-rate contracts		—				(99,260		)		—				(99,260		)		—				(99,260		)
Total derivative liabilities		$	(2,916	)		$	(99,260	)		$	(29,823	)		$	(131,999	)		$	32,739			$	(99,260	)

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheet on a net basis. We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us. At December 31, 2018, we held no cash and posted $0.8 million of cash with various counterparties, which is included in other current assets in our Consolidated Balance Sheet.

The following table sets forth a reconciliation of our Level 3 fair value measurements for the periods indicated:

		Years Ended
		December 31,
Derivative Assets (Liabilities)		2019				2018
		(Thousands of dollars)
Net assets (liabilities) at beginning of period		$	40,484			$	(32,838	)
Total changes in fair value:
Gains (losses) included in net income (a)		—				(140		)
Settlements included in net income (a)		(40,344		)		29,141
New Level 3 derivatives included in other comprehensive income (loss) (b)		30,627				37,106
Unrealized change included in other comprehensive income (loss) (b)		5				7,215
Net assets (liabilities) at end of period		$	30,772			$	40,484

(a) - Included in commodity sales revenues/cost of sales and fuel in our Consolidated Statements of Income.

(b) - Included in change in fair value of derivatives in our Consolidated Statements of Comprehensive Income.

During the years ended December 31, 2019 and 2018, there were no transfers in or out of Level 3 of the fair value hierarchy.

Other Financial Instruments - The approximate fair value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings is equal to book value due to the short-term nature of these items. Our cash and cash equivalents are composed of bank and money market accounts and are classified as Level 1. Our short-term borrowings are classified as Level 2 since the estimated fair value of the short-term borrowings can be determined using information available in the commercial paper market.

The estimated fair value of our consolidated long-term debt, including current maturities, was $13.8 billion and $9.6 billion at December 31, 2019 and 2018, respectively. The book value of our consolidated long-term debt, including current maturities, was $12.5 billion and $9.4 billion at December 31, 2019 and 2018, respectively. The estimated fair value of the aggregate senior notes outstanding was determined using quoted market prices for similar issues with similar terms and maturities. The estimated fair value of our consolidated long-term debt is classified as Level 2.

C**.**	RISK-MANAGEMENT AND HEDGING ACTIVITIES USING DERIVATIVES

Risk-management Activities - We are sensitive to changes in natural gas, crude oil and NGL prices, principally as a result of contractual terms under which these commodities are processed, purchased and sold. We are also subject to the risk of interest-rate fluctuation in the normal course of business. We use physical-forward purchases and sales and financial derivatives to secure a certain price for a portion of our natural gas, condensate and NGL products; to reduce our exposure to commodity price and interest-rate fluctuations; and to achieve more predictable cash flows. We follow established policies and procedures to assess risk and approve, monitor and report our risk-management activities. We have not used these instruments for trading purposes.

Commodity price risk - Commodity price risk refers to the risk of loss in cash flows and future earnings arising from adverse changes in the price of natural gas, NGLs and condensate. We may use the following commodity derivative instruments to reduce the near-term commodity price risk associated with a portion of the forecasted sales of these commodities:

•	Futures contracts - Standardized contracts to purchase or sell natural gas and crude oil for future delivery or settlement under the provisions of exchange regulations;

•	Forward contracts - Nonstandardized commitments between two parties to purchase or sell natural gas, crude oil or NGLs for future physical delivery. These contracts are typically nontransferable and can only be canceled with the consent of both parties;

•	Swaps - Exchange of one or more payments based on the value of one or more commodities. These instruments transfer the financial risk associated with a future change in value between the counterparties of the transaction, without also conveying ownership interest in the asset or liability; and

•	Options - Contractual agreements that give the holder the right, but not the obligation, to buy or sell a fixed quantity of a commodity at a fixed price within a specified period of time. Options may either be standardized and exchange-traded or customized and nonexchange-traded.

We may also use other instruments including collars to mitigate commodity price risk. A collar is a combination of a purchased put option and a sold call option, which places a floor and a ceiling price for commodity sales being hedged.

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 POP with fee contracts. Under certain POP with fee contracts, our fees and POP percentage may increase or decrease if production volumes, delivery pressures or commodity prices change relative to specified 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 financial instruments and physical-forward contracts to reduce the impact of price fluctuations related to natural gas, NGLs and condensate.

In our Natural Gas Liquids segment, we are primarily exposed to commodity price risk resulting from the relative values of the various NGL products to each other, the value of NGLs in storage and the relative value of NGLs to natural 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 financial instruments to reduce the impact of price fluctuations related to NGLs.

In our Natural Gas Pipelines segment, we are exposed to commodity price risk because our intrastate and interstate pipelines consume natural gas in operations and retain natural gas from our customers for operations or as part of our fee for 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 natural gas from inventory, which can expose this segment to commodity price risk depending on the regulatory treatment 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 fluctuations. At December 31, 2019 and 2018, there were no financial derivative instruments with respect to our natural gas pipeline operations.

Interest-rate risk - We manage interest-rate risk through the use of fixed-rate debt, floating-rate debt and interest-rate swaps. Interest-rate swaps are agreements to exchange interest payments at some future point based on specified notional amounts. In 2019, we entered into $625 million of forward-starting interest-rate swaps to hedge the variability of interest payments on a portion of our forecasted debt issuances that may result from changes in the benchmark interest rate before the debt is issued. We also settled $1.8 billion of our forward-starting interest-rate swaps related to our underwritten public offering of $1.25 billion senior unsecured notes in March 2019 and $2.0 billion senior unsecured notes in August 2019.

At December 31, 2019 and 2018, we had forward-starting interest-rate swaps with notional amounts totaling $1.8 billion and $3.0 billion, respectively, to hedge the variability of interest payments on a portion of our forecasted debt issuances. At December 31, 2019 and 2018, we had interest-rate swaps with notional amounts totaling $1.3 billion to hedge the variability of our LIBOR-based interest payments. All of our interest-rate swaps are designated as cash flow hedges.

Fair Values of Derivative Instruments - All derivatives measured at fair value at December 31, 2019 and 2018, were designated as hedging instruments. See Note B for a discussion of the inputs associated with our fair value measurements.

The following table sets forth the fair values of our derivative instruments presented on a gross basis for the periods indicated:

			December 31, 2019								December 31, 2018
	Location in our Consolidated Balance Sheets		Assets				(Liabilities)				Assets				(Liabilities)
			(Thousands of dollars)
Derivatives designated as hedging instruments
Commodity contracts (a)
Financial contracts	Other current assets		$	64,858			$	(26,997	)		$	78,891			$	(31,793	)
	Other assets/other deferred credits		1,591				(2,599		)		1,086				(946		)
Physical contracts	Other current assets		—				—				1,142				—
Interest-rate contracts	Other current assets/other current liabilities		—				(90,161		)		19,005				(15,012		)
	Other assets/other deferred credits		581				(111,780		)		—				(84,248		)
Total derivatives designated as hedging instruments			$	67,030			$	(231,537	)		$	100,124			$	(131,999	)

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us.

Notional Quantities for Derivative Instruments - The following table sets forth the notional quantities for derivative instruments held for the periods indicated:

		December 31, 2019								December 31, 2018
	Contract Type	Purchased/ Payor				Sold/ Receiver				Purchased/ Payor				Sold/ Receiver
Derivatives designated as hedging instruments:
Cash flow hedges
Fixed price
-Natural gas (Bcf)	Futures and swaps	—				(59.0		)		—				(29.9		)
-Crude oil and NGLs (MMBbl)	Futures, forwards and swaps	7.9				(17.4		)		6.5				(13.8		)
Basis
-Natural gas (Bcf)	Futures and swaps	—				(59.0		)		—				(29.9		)
Interest-rate contracts (Billions of dollars)	Swaps	$	3.1			$	—			$	4.3			$	—

These notional amounts are used to summarize the volume of financial instruments; however, they do not reflect the extent to which the positions offset one another and, consequently, do not reflect our actual exposure to market or credit risk.

Cash Flow Hedges - The following table sets forth the unrealized change in fair value of cash flow hedges in other comprehensive income (loss) for the periods indicated:

Derivatives in Cash Flow Hedging Relationships		Years Ended December 31,
	2019				2018				2017
		(Thousands of dollars)
Commodity contracts		$	38,819			$	53,217			$	(40,577	)
Interest-rate contracts		(230,771		)		(60,584		)		163
Total unrealized change in fair value of cash flow hedges in other comprehensive income (loss)		$	(191,952	)		$	(7,367	)		$	(40,414	)

The following table sets forth the effect of cash flow hedges on net income for the periods indicated:

Derivatives in Cash Flow Hedging Relationships		Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income
		Years Ended December 31,
		2019				2018				2017
				(Thousands of dollars)
Commodity contracts		Commodity sales revenues/cost of sales and fuel		$	50,345			$	(29,596	)		$	(69,561	)
Interest-rate contracts		Interest expense		(23,230		)		(18,287		)		(21,025		)
Total change in fair value of cash flow hedges reclassified from accumulated other comprehensive loss into net income on derivatives				$	27,115			$	(47,883	)		$	(90,586	)

Credit Risk - We monitor the creditworthiness of our counterparties and compliance with policies and limits established by our Risk Oversight and Strategy Committee. We maintain credit policies with regard to our counterparties that we believe minimize overall credit risk. These policies include an evaluation of potential counterparties’ financial condition (including credit ratings, bond yields and credit default swap rates), collateral requirements under certain circumstances and the use of standardized master-netting agreements that allow us to net the positive and negative exposures associated with a single counterparty. We use internally developed credit ratings for counterparties that do not have a credit rating.

Our financial commodity derivatives are generally settled through a NYMEX or Intercontinental Exchange (ICE) clearing broker account with daily margin requirements. However, we may enter into financial derivative instruments that contain provisions that require us to maintain an investment-grade credit rating from S&P and/or Moody’s. If our credit ratings on our senior unsecured long-term debt were to decline below investment grade, the counterparties to the derivative instruments could request collateralization on derivative instruments in net liability positions. There were no financial derivative instruments with contingent features related to credit risk at December 31, 2019.

The counterparties to our derivative contracts typically consist of major energy companies, financial institutions and commercial and industrial end users. This concentration of counterparties may affect our overall exposure to credit risk, either positively or negatively, in that the counterparties may be affected similarly by changes in economic, regulatory or 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 counterparty nonperformance.

At December 31, 2019, the net credit exposure from our derivative assets is with investment-grade companies in the financial services sector.

D**. PROPERTY, PLANT AND EQUIPMENT**

The following table sets forth our property, plant and equipment by property type, for the periods indicated:

		Estimated Useful Lives (Years)		December 31, 2019				December 31, 2018
				(Thousands of dollars)
Nonregulated
Gathering pipelines and related equipment		5 to 40		$	4,316,936			$	3,851,043
Processing and fractionation and related equipment		3 to 40		4,439,332				4,171,072
Storage and related equipment		3 to 54		684,635				656,455
Transmission pipelines and related equipment		5 to 54		797,678				782,258
General plant and other		2 to 60		610,013				547,424
Construction work in process		—		1,645,663				797,182
Regulated
Storage and related equipment		5 to 25		9,180				8,987
Natural gas transmission pipelines and related equipment		5 to 77		1,552,546				1,475,789
NGL transmission pipelines and related equipment		5 to 88		6,126,056				4,677,599
General plant and other		2 to 50		66,507				61,136
Construction work in process		—		1,802,946				1,002,018
Property, plant and equipment				22,051,492				18,030,963
Accumulated depreciation and amortization - nonregulated				(2,471,649		)		(2,168,855		)
Accumulated depreciation and amortization - regulated				(1,231,158		)		(1,095,457		)
Net property, plant and equipment				$	18,348,685			$	14,766,651

The average depreciation rates for our regulated property are set forth, by segment, in the following table for the periods indicated:

		Years Ended December 31,
		2019		2018		2017
Natural Gas Liquids		2.0%		1.9%		1.9%
Natural Gas Pipelines		2.1%		2.1%		2.1%

We incurred costs for construction work in process that had not been paid at December 31, 2019, 2018 and 2017, of $544.8 million, $388.3 million and $92.4 million, respectively. Such amounts are not included in capital expenditures (less AFUDC and capitalized interest) on the Consolidated Statements of Cash Flows.

Impairment Charges - In 2017, following a review of nonstrategic assets for potential divestiture, we recorded $16.0 million of noncash impairment charges related to certain nonstrategic gathering and processing assets located in North Dakota.

E**.**	GOODWILL AND INTANGIBLE ASSETS

Goodwill - The following table sets forth our goodwill, by segment, for the periods indicated:

		December 31, 2019				December 31, 2018
		(Thousands of dollars)
Natural Gas Gathering and Processing		$	153,404			$	153,404
Natural Gas Liquids		371,217				371,217
Natural Gas Pipelines		156,375				156,479
Total goodwill		$	680,996			$	681,100

Intangible Assets - Our intangible assets relate primarily to contracts acquired through acquisitions in our Natural Gas Gathering and Processing and Natural Gas Liquids segments, which are being amortized over periods of 15 to 40 years. Amortization expense for intangible assets was $11.9 million in 2019, 2018 and 2017, and the aggregate amortization expense for each of the next five years is estimated to be $11.9 million. The following table reflects the gross carrying amount and accumulated amortization of intangible assets for the periods presented:

		December 31, 2019				December 31, 2018
		(Thousands of dollars)
Gross intangible assets		$	414,345			$	411,650
Accumulated amortization		(137,508		)		(125,608		)
Net intangible assets		$	276,837			$	286,042

F**.**	DEBT

The following table sets forth our consolidated debt for the periods indicated:

		December 31, 2019				December 31, 2018
		(Thousands of dollars)
Commercial paper outstanding, bearing a weighted-average interest rate of 2.16% as of December 31, 2019		$	220,000			$	—
Senior unsecured obligations:
$500,000 at 8.625% due March 2019		—				500,000
$300,000 at 3.8% due March 2020		—				300,000
$1,500,000 term loan, rate of 2.70% and 3.63% as of December 31, 2019 and 2018, respectively, due November 2021		1,250,000				550,000
$700,000 at 4.25% due February 2022		547,397				547,397
$900,000 at 3.375 % due October 2022		900,000				900,000
$425,000 at 5.0 % due September 2023		425,000				425,000
$500,000 at 7.5% due September 2023		500,000				500,000
$500,000 at 2.75% due September 2024		500,000				—
$500,000 at 4.9 % due March 2025		500,000				500,000
$500,000 at 4.0% due July 2027		500,000				500,000
$800,000 at 4.55% due July 2028		800,000				800,000
$100,000 at 6.875% due September 2028		100,000				100,000
$700,000 at 4.35% due March 2029		700,000				—
$750,000 at 3.4% due September 2029		750,000				—
$400,000 at 6.0% due June 2035		400,000				400,000
$600,000 at 6.65% due October 2036		600,000				600,000
$600,000 at 6.85% due October 2037		600,000				600,000
$650,000 at 6.125% due February 2041		650,000				650,000
$400,000 at 6.2% due September 2043		400,000				400,000
$700,000 at 4.95% due July 2047		700,000				700,000
$1,000,000 at 5.2% due July 2048		1,000,000				450,000
$750,000 at 4.45% due September 2049		750,000				—
Guardian Pipeline
Weighted average 7.85% due December 2022		21,307				28,957
Total debt		12,813,704				9,451,354
Unamortized portion of terminated swaps		15,032				16,750
Unamortized debt issuance costs and discounts		(121,329		)		(87,120		)
Current maturities of long-term debt		(7,650		)		(507,650		)
Short-term borrowings (a)		(220,000		)		—
Long-term debt		$	12,479,757			$	8,873,334

(a) - Individual issuances of commercial paper under our commercial paper program generally mature in 90 days or less.

$2.5 Billion Credit Agreement - In May 2019, we extended the term of our $2.5 Billion Credit Agreement by one year to June 2024. Our $2.5 Billion Credit Agreement is a revolving credit facility and contains certain financial, operational and legal covenants. Among other things, these covenants include maintaining a ratio of indebtedness to adjusted EBITDA (EBITDA, as defined in our $2.5 Billion Credit Agreement, adjusted for all noncash charges and increased for projected EBITDA from certain lender-approved capital expansion projects) of no more than 5.0 to 1 at December 31, 2019. If we consummate one or more acquisitions in which the aggregate purchase is $25 million or more, the allowable ratio of indebtedness to adjusted EBITDA will increase to 5.5 to 1 for the quarter in which the acquisition is completed and the following two quarters. Thereafter, the covenant will decrease to 5.0 to 1.

Our $2.5 Billion Credit Agreement includes a $100 million sublimit for the issuance of standby letters of credit and a $200 million sublimit for swingline loans. Under the terms of our $2.5 Billion Credit Agreement, we may request an increase in the size of the facility to an aggregate of $3.5 billion by either commitments from new lenders or increased commitments from existing lenders. Our $2.5 Billion Credit Agreement contains provisions for an applicable margin rate and an annual facility fee, both of which adjust with changes in our credit ratings. Based on our current credit ratings, borrowings, if any, will accrue at LIBOR plus 110 basis points, and the annual facility fee is 15 basis points. At December 31, 2019, our ratio of indebtedness to adjusted EBITDA was 4.1 to 1, and we were in compliance with all covenants under our $2.5 Billion Credit Agreement.

At December 31, 2019 and 2018, we had letters of credit issued totaling $4.7 million and $1.4 million, respectively, and no borrowings outstanding under our $2.5 Billion Credit Agreement.

Senior Unsecured Obligations - All notes are senior unsecured obligations, ranking equally in right of payment with all of our existing and future unsecured senior indebtedness, and are structurally subordinate to any of the existing and future debt and other liabilities of any nonguarantor subsidiaries.

Issuances - In August 2019, we completed an underwritten public offering of $2.0 billion senior unsecured notes consisting of $500 million, 2.75% senior notes due 2024; $750 million, 3.4% senior notes due 2029; and $750 million, 4.45% senior notes due 2049. The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $1.97 billion. The proceeds were used for general corporate purposes, including repayment of existing indebtedness and funding capital expenditures.

In March 2019, we completed an underwritten public offering of $1.25 billion senior unsecured notes consisting of $700 million, 4.35% senior notes due 2029 and an additional issuance of $550 million of our existing 5.2% senior notes due 2048. The net proceeds, after deducting underwriting discounts, commissions and offering expenses, and exclusive of accrued interest, were $1.23 billion. The proceeds were used for general corporate purposes, including repayment of existing indebtedness and funding capital expenditures.

In November 2018, we entered into our $1.5 Billion Term Loan Agreement with a syndicate of banks, which was fully drawn as of June 30, 2019. We repaid $250 million of our outstanding balance in August 2019 and have $1.25 billion drawn as of December 31, 2019. Our $1.5 Billion Term Loan Agreement matures in November 2021 and bears interest at LIBOR plus 112.5 basis points based on our current credit ratings. The agreement contains an option, which may be exercised up to two times, to extend the term of the loan, in each case, for an additional one-year term subject to approval of the banks. Our $1.5 Billion Term Loan Agreement allows prepayment of all or any portion outstanding, without penalty or premium, and contains substantially the same covenants as those contained in our $2.5 Billion Credit Agreement. The proceeds were used for general corporate purposes, including repayment of existing indebtedness and funding capital expenditures.

In July 2018, we completed an underwritten public offering of $1.25 billion senior unsecured notes consisting of $800 million, 4.55% senior notes due 2028 and $450 million, 5.2% senior notes due 2048. The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $1.23 billion. The proceeds were used for general corporate purposes, which included repayment of existing indebtedness and funding capital expenditures.

In July 2017, we completed an underwritten public offering of $1.2 billion senior unsecured notes consisting of $500 million, 4.0% senior notes due 2027, and $700 million, 4.95% senior notes due 2047. The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $1.2 billion. The proceeds were used for general corporate purposes, which included repayment of existing indebtedness and funding capital expenditures.

Repayments - In September 2019, we redeemed our $300 million, 3.8% senior notes due March 2020 at a redemption price of $308.0 million, including the outstanding principal, plus accrued and unpaid interest, with cash on hand from our public offering of $2.0 billion senior unsecured notes in August 2019. In connection with this early redemption, we incurred a $2.7

million loss on extinguishment of debt, which is included in other expense in our Consolidated Statements of Income for the year ended December 31, 2019.

In August 2019, we repaid $250 million of our $1.5 Billion Term Loan agreement with cash on hand.

In March 2019, we repaid our $500 million, 8.625% senior notes at maturity with a combination of cash on hand and short-term borrowings.

In 2018, we repaid our $425 million, 3.2% senior notes due September 2018 with cash on hand and the remaining $500 million of the ONEOK Partners Term Loan Agreement due 2019 with a combination of cash on hand and short-term borrowings.

In 2017, we repaid ONEOK Partners’ $400 million, 2.0% senior notes due in October 2017 and repaid $500 million of the ONEOK Partners Term Loan Agreement due 2019 with a combination of cash on hand and short-term borrowings and redeemed our 6.5% senior notes due 2028 at a redemption price of $87.0 million with cash on hand.

The aggregate maturities of long-term debt outstanding as of December 31, 2019, for the years 2020 through 2024 are shown below:

		Senior Unsecured Obligations				Guardian Pipeline				Total
		(Millions of dollars)
2020		$	—			$	7.7			$	7.7
2021		$	1,250.0			$	7.7			$	1,257.7
2022		$	1,447.4			$	5.9			$	1,453.3
2023		$	925.0			$	—			$	925.0
2024		$	500.0			$	—			$	500.0

Covenants - Our senior notes are governed by indentures containing covenants, including among other provisions, limitations on our ability to place liens on our property or assets and to sell and leaseback our property. The indentures governing our 6.875% senior notes due 2028 include an event of default upon acceleration of other indebtedness of $15 million or more, and the indentures governing the remainder of our senior notes include an event of default upon the acceleration of other indebtedness of $100 million or more. Such events of default would entitle the trustee or the holders of 25% in aggregate principal amount of the outstanding senior notes to declare those senior notes immediately due and payable in full. The indenture for the 7.5% notes due 2023 also contains a provision that allows the holders of the notes to require ONEOK to offer to repurchase all or any part of their notes if a change of control and a credit rating downgrade occur at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any.

We may redeem our senior notes, in whole or in part, at any time prior to their maturity at a redemption price equal to the principal amount, plus accrued and unpaid interest and a make-whole premium. We may redeem the balance of our senior notes due 2022, 2023, 2024, 2025, 2027, 2028 (4.55%), 2029, 2041, 2043, 2047, 2048 and 2049 at a redemption price equal to the principal amount, plus accrued and unpaid interest, starting one to six months before the maturity date as stipulated in the respective contract terms. Our senior notes are senior unsecured obligations, ranking equally in right of payment with all of our existing and future unsecured senior indebtedness.

Guardian Pipeline Senior Notes - These senior notes were issued under a master shelf agreement dated November 8, 2001, with certain financial institutions. Principal payments are due quarterly through 2022. Guardian Pipeline’s senior notes contain financial covenants that require the maintenance of certain financial ratios as defined in the master shelf agreement based on Guardian Pipeline’s financial position and results of operations. Upon any breach of these covenants, all amounts outstanding under the master shelf agreement may become due and payable immediately. At December 31, 2019, Guardian Pipeline was in compliance with its financial covenants.

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 instrument.

Debt Guarantees - ONEOK, ONEOK Partners and the Intermediate Partnership have cross guarantees in place for our and ONEOK Partners’ indebtedness.

G**.**	EQUITY

Noncontrolling Interests - As a result of the Merger Transaction in 2017, we and our subsidiaries own 100% of ONEOK Partners. The earnings of ONEOK Partners that are attributed to its units held by the public until June 30, 2017, are reported as “Net income attributable to noncontrolling interest” in our accompanying Consolidated Statements of Income. ONEOK Partners’ cash distributions paid prior to the Merger Transaction are reported as “Distributions to noncontrolling interests” in our accompanying Consolidated Statements of Changes in Equity.

In July 2018, we acquired the remaining 20% interest in WTLPG for $195 million with cash on hand. We are now the sole owner of the West Texas LPG pipeline system.

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

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

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

In July 2017, we established an “at-the-market” equity program for the offer and sale from time to time of our common stock up to an aggregate amount of $1 billion. The program allows us to offer and sell our common stock at prices we deem appropriate through a sales agent. Sales of our common stock may be made by means of ordinary brokers’ transactions on the NYSE, in block transactions, or as otherwise agreed to between us and the sales agent. We are under no obligation to offer and sell common stock under the program. No shares were sold through our “at-the-market” equity program in 2019 or 2018.

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

Dividends - Holders of our common stock share equally in any dividend declared by our Board of Directors, subject to the rights of the holders of outstanding preferred stock. Dividends paid totaled $1.5 billion, $1.3 billion and $829.4 million for 2019, 2018 and 2017, respectively. In addition to the increase in dividends paid per share outlined in the table below, dividends paid increased due to the increase in number of shares outstanding as a result of the closing of the Merger Transaction and our equity issuances. The following table sets forth the quarterly dividends per share paid on our common stock in the periods indicated:

		Years Ended December 31,
		2019				2018				2017
First Quarter		$	0.860			$	0.770			$	0.615
Second Quarter		0.865				0.795				0.615
Third Quarter		0.890				0.825				0.745
Fourth Quarter		0.915				0.855				0.745
Total		$	3.53			$	3.245			$	2.72

Additionally, in February 2020, we paid a quarterly dividend of $0.935 per share ($3.74 per share on an annualized basis), which was paid to shareholders of record as of January 27, 2020.

The Series E Preferred Stock pays quarterly dividends on each share of Series E Preferred Stock, when, as and if declared by our Board of Directors, at a rate of 5.5% per year. We paid dividends for the Series E Preferred Stock of $1.1 million in both 2019 and 2018 and $0.6 million in 2017. We paid quarterly dividends totaling $0.3 million for the Series E Preferred Stock in February 2020.

H**.**	ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table sets forth the balance in accumulated other comprehensive loss for the periods indicated:

		Risk- Management Assets/Liabilities (a)				Retirement and Other Postretirement Benefit Plan Obligations (a) (b)				Risk- Management Assets/Liabilities of Unconsolidated Affiliates (a)				Accumulated Other Comprehensive Loss (a)
		(Thousands of dollars)
January 1, 2018		$	(81,915	)		$	(105,411	)		$	(1,204	)		$	(188,530	)
Beginning balance adjustments (c)		3,078				(805		)		(2,273		)		—
Other comprehensive income (loss) before reclassifications		(5,673		)		(8,116		)		2,396				(11,393		)
Amounts reclassified to net income		36,870				12,887				28				49,785
Other comprehensive income (loss) attributable to ONEOK		31,197				4,771				2,424				38,392
Impact of adoption of ASU 2018-02 (d)		(17,020		)		(20,340		)		(741		)		(38,101		)
December 31, 2018		(64,660		)		(121,785		)		(1,794		)		(188,239		)
Other comprehensive loss before reclassifications		(147,803		)		(19,490		)		(7,275		)		(174,568		)
Amounts reclassified to net income		(21,057		)		9,794				70				(11,193		)
Other comprehensive income (loss)		(168,860		)		(9,696		)		(7,205		)		(185,761		)
December 31, 2019		$	(233,520	)		$	(131,481	)		$	(8,999	)		$	(374,000	)

(a) All amounts are presented net of tax.

(b) Includes amounts related to supplemental executive retirement plan.

(c) Reclassifications were made between categories to conform to current presentation.

(d) We elected to adopt this guidance in the first quarter 2018, which allows a reclassification from accumulated other comprehensive income/loss to retained earnings for the stranded tax effects resulting from the Tax Cuts and Jobs Act. After adopting and applying this guidance, our accumulated other comprehensive loss balance does not include stranded taxes resulting from the Tax Cuts and Jobs Act.

The following table sets forth information about the balance of accumulated other comprehensive loss at December 31, 2019, representing unrealized gains (losses) related to risk-management assets and liabilities:

		Risk- Management Assets/Liabilities (a)
		(Thousands of dollars)
Commodity derivative instruments expected to be realized within the next 24 months (b)		$	28,119
Settled interest-rate swaps to be recognized over the life of the long-term, fixed-rate debt (c)		(106,592		)
Interest-rate swaps with future settlement dates expected to be amortized over the life of long-term debt		(155,047		)
Accumulated other comprehensive loss at December 31, 2019		$	(233,520	)

(a) - All amounts are presented net of tax.

(b) - Based on December 31, 2019, commodity prices, we will realize $28.9 million in net gains, net of tax, over the next 12 months and $0.8 million in net loss, net of tax, thereafter.

(c) - Losses of $20.3 million, net of tax, will be reclassified into earnings during the next 12 months as the hedged items affect earnings.

The remaining amounts in accumulated other comprehensive loss relate primarily to our retirement and other postretirement benefit plan obligations, which are expected to be amortized over the average remaining service period of employees participating in these plans.

The following table sets forth the effect of reclassifications from accumulated other comprehensive loss to net income for the periods indicated:

Details about Accumulated Other Comprehensive Loss Components		Years Ended December 31,												Affected Line Item in the Consolidated Statements of Income
2019				2018				2017
		(Thousands of dollars)
Risk-management assets/liabilities
Commodity contracts		$	50,345			$	(29,596	)		$	(69,561	)		Commodity sales revenues/ cost of sales and fuel
Interest-rate contracts		(23,230		)		(18,287		)		(21,025		)		Interest expense
		27,115				(47,883		)		(90,586		)		Income before income taxes
		(6,058		)		11,013				26,899				Income taxes
		21,057				(36,870		)		(63,687		)		Net income
Noncontrolling interests		—				—				(18,146		)		Less: Net income attributable noncontrolling interests
		$	21,057			$	(36,870	)		$	(45,541	)		Net income attributable to ONEOK
Retirement and other postretirement benefit plan obligations (a)
Amortization of net loss		$	(12,946	)		$	(18,398	)		$	(15,265	)		Other income (expense)
Amortization of unrecognized prior service credit		227				1,662				1,662				Other income (expense)
		(12,719		)		(16,736		)		(13,603		)		Income before income taxes
		2,925				3,849				5,441				Income taxes
		$	(9,794	)		$	(12,887	)		$	(8,162	)		Net income attributable to ONEOK
Risk-management assets/liabilities of unconsolidated affiliates
Interest-rate contracts		$	(91	)		$	(36	)		$	(367	)		Equity in net earnings from investments
		21				8				97				Income taxes
		(70		)		(28		)		(270		)		Net income
Noncontrolling interests		—				—				(106		)		Less: Net income attributable to noncontrolling interests
		$	(70	)		$	(28	)		$	(164	)		Net income attributable to ONEOK
Total reclassifications for the period attributable to ONEOK		$	11,193			$	(49,785	)		$	(53,867	)		Net income attributable to ONEOK

(a) - These components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note K for additional detail of our net periodic benefit cost.

I**.**	EARNINGS PER SHARE

The following tables set forth the computation of basic and diluted EPS for the periods indicated:

		Year Ended December 31, 2019
		Income				Shares			Per Share Amount
		(Thousands, except per share amounts)
Basic EPS
Net income available for common stock		$	1,277,477			413,560			$	3.09
Diluted EPS
Effect of dilutive securities		—				1,884
Net income available for common stock and common stock equivalents		$	1,277,477			415,444			$	3.07

		Year Ended December 31, 2018
		Income				Shares			Per Share Amount
		(Thousands, except per share amounts)
Basic EPS
Net income attributable to ONEOK available for common stock		$	1,150,603			411,485			$	2.80
Diluted EPS
Effect of dilutive securities		—				2,710
Net income attributable to ONEOK available for common stock and common stock equivalents		$	1,150,603			414,195			$	2.78

		Year Ended December 31, 2017
		Income				Shares			Per Share Amount
		(Thousands, except per share amounts)
Basic EPS
Net income attributable to ONEOK available for common stock		$	387,074			297,477			$	1.30
Diluted EPS
Effect of dilutive securities		—				2,303
Net income attributable to ONEOK available for common stock and common stock equivalents		$	387,074			299,780			$	1.29

J.	SHARE-BASED PAYMENTS

The ONEOK, Inc. Equity Compensation Plan (ECP) and the ONEOK, Inc. Long-Term Incentive Plan (LTIP) historically provided for the granting of stock-based compensation, including incentive stock options, nonstatutory stock options, stock bonus awards, restricted stock awards, restricted stock unit awards, performance stock awards and performance unit awards to eligible employees and the granting of stock awards to nonemployee directors. The ECP was terminated immediately following the issuance of new awards in February 2018. The awards issued prior to the termination remain subject to the terms of the ECP and the applicable award agreement. Similarly, the LTIP was terminated in May 2018, and the awards issued under the LTIP prior to the termination date remain subject to the terms of the LTIP and the applicable award agreement. In May 2018, our shareholders approved the ONEOK, Inc. Equity Incentive Plan (EIP), which has been used for all new equity awards since such date. We have reserved 8.5 million shares of common stock for issuance under the EIP and at December 31, 2019, we had 7.6 million shares available for 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 forfeitures expected to be returned to the plan.

Restricted Stock Units - We have granted restricted stock units to key employees that vest at the end of a three-year period 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 estimated forfeitures. Restricted stock unit awards granted accrue 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.

Performance 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 return over the vesting period, compared with the total shareholder return 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 adjusted for estimated forfeitures. Performance stock unit awards granted accrue 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 Non-Employee Directors

The ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors (the DSCP) and the LTIP historically provided for the granting of nonstatutory stock options, stock bonus awards, including performance unit awards and restricted stock awards. The DSCP was terminated in May 2018 and replaced by the EIP. 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 during any year is limited to $0.8 million in value as of the grant date. No performance unit awards or restricted stock awards have been made to nonemployee directors under the EIP, LTIP or DSCP. There are no options outstanding under the EIP, LTIP or DSCP.

General

For all awards outstanding, we used a 3% forfeiture rate based on historical forfeitures under our share-based payment plans. We currently use treasury stock to satisfy our share-based payment obligations.

Compensation expense for our share-based payment plans was $46.5 million, $33.2 million and $27.7 million during 2019, 2018 and 2017, respectively, before related tax benefits of $31.7 million, $12.2 million and $11.1 million, respectively.

Restricted Stock Unit Activity

As of December 31, 2019, we had $15.4 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 1.8 years. The following tables set forth activity and various statistics for our restricted stock unit awards:

		Number of Units			Weighted Average Price
Nonvested December 31, 2018		1,025,193			$	34.68
Granted		262,399			$	58.07
Released to participants		(541,871	)		$	19.73
Forfeited		(46,731	)		$	49.61
Nonvested December 31, 2019		698,990			$	54.05

		2019				2018				2017
Weighted-average grant date fair value (per share)		$	58.07			$	46.94			$	45.11
Fair value of units granted (thousands of dollars)		$	15,238			$	13,907			$	12,685
Grant date fair value of units vested (thousands of dollars)		$	10,691			$	9,552			$	7,258

Performance Unit Activity

As of December 31, 2019, we had $23.5 million of total 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 tables set forth 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 December 31, 2018		1,243,643			$	44.08
Granted		338,427			$	68.02
Released to participants		(636,628	)		$	23.59
Forfeited		(7,621	)		$	39.54
Nonvested December 31, 2019		937,821			$	66.67

		2019		2018		2017
Volatility (a)		27.10%		39.20%		40.59%
Dividend yield		5.05%		5.49%		4.68%
Risk-free interest rate		2.47%		2.44%		1.49%

(a) - Volatility was based on historical volatility over three years using daily stock price observations.

		2019				2018				2017
Weighted-average grant date fair value (per share)		$	68.02			$	59.57			$	56.65
Fair value of units granted (thousands of dollars)		$	23,020			$	22,081			$	17,621
Grant date fair value of units vested (thousands of dollars)		$	15,018			$	12,545			$	8,704

Employee Stock Purchase Plan

We have reserved a total of 11.6 million shares of common stock for issuance under our ONEOK, Inc. 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 to 10% of their base pay withheld from each paycheck during the offering 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 62%, 60% and 58% of employees participated in the plan in 2019, 2018 and 2017, respectively. Under the plan, we sold 171,590 shares at $51.24 per share in 2019, 165,877 shares at $45.53 per share in 2018 and 151,803 shares at $44.20 per share in 2017.

Employee Stock Award Program

Under our Employee Stock Award Program, we issued, for 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 was for the first time at or above $13 per share, and one additional share of common stock when the per-share closing price of our common stock on the NYSE was at or above each one dollar increment above $13. The total number of shares of our common stock available for issuance under this program is 900,000. Shares issued to employees under this program during 2019 and 2018 totaled 14,022 and 2,553, respectively. Compensation expense related to the Employee Stock Award Program was $1.0 million and $0.2 million for 2019 and 2018, respectively. No shares were issued to employees under this program during 2017. As of the date of this report, the next award will be issued when our common stock closes at or above $78.

Deferred Compensation Plan for Non-Employee Directors

The ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors provides our nonemployee directors the option to defer all or a portion of their compensation for their service on our Board of Directors. Under the plan, directors may elect either a cash deferral 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, 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 fees on a deferred basis in the form of shares of common stock under our EIP, which earn the equivalent of dividends declared on our common stock. Shares are distributed to nonemployee directors at the fair market value of our common stock at the date of distribution.

K.	EMPLOYEE BENEFIT PLANS

Retirement and Other Postretirement Benefit Plans

Retirement Plans - We have a defined benefit pension plan covering certain employees and former employees hired prior to January 1, 2005. Employees hired after December 31, 2004, and employees who accepted a one-time opportunity to opt out of our defined benefit pension plan historically were covered by our Profit Sharing Plan, which was merged into our 401(k) Plan as of December 31, 2018. In addition, we have a supplemental executive retirement plan for the benefit of certain officers. No new participants in our supplemental executive retirement plan have been approved since 2005, and effective January 2014, the plan was formally closed to new participants. We fund our retirement costs at a level needed to maintain or exceed the minimum funding levels required by the Employee Retirement Income Security Act of 1974, as amended, and the Pension Protection Act of 2006.

Other Postretirement Benefit Plans - We sponsor health and welfare plans that provide postretirement medical and life insurance benefits to employees hired prior to 2017 who retire with at least five years of full-time service. The postretirement medical plan for pre-Medicare participants is contributory with retiree contributions adjusted periodically and contains other cost-sharing features such as deductibles 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.

Obligations and Funded Status - The following table sets forth our retirement and other postretirement benefit plans benefit obligations and fair value of plan assets for the periods indicated:

		Retirement Benefits								Other Postretirement Benefits
		December 31,								December 31,
		2019				2018				2019				2018
Change in benefit obligation		(Thousands of dollars)
Benefit obligation, beginning of period		$	466,994			$	481,615			$	46,840			$	57,938
Service cost		7,825				7,339				468				845
Interest cost		20,528				17,659				2,038				2,108
Plan participants’ contributions		—				—				1,142				1,050
Actuarial loss (gain)		55,954				(24,345		)		5,101				(10,233		)
Benefits paid		(16,452		)		(15,274		)		(3,280		)		(4,868		)
Benefit obligation, end of period		534,849				466,994				52,309				46,840
Change in plan assets
Fair value of plan assets, beginning of period		290,684				306,008				30,800				34,133
Actual return on plan assets		58,060				(12,350		)		8,087				(998		)
Employer contributions		14,500				12,300				2,000				1,100
Plan participants’ contributions		—				—				1,142				1,050
Benefits paid		(16,452		)		(15,274		)		(2,969		)		(4,485		)
Fair value of plan assets, end of period		346,792				290,684				39,060				30,800
Balance at December 31		$	(188,057	)		$	(176,310	)		$	(13,249	)		$	(16,040	)
Current liabilities		$	(4,616	)		$	(4,514	)		$	—			$	—
Noncurrent liabilities		(183,441		)		(171,796		)		(13,249		)		(16,040		)
Balance at December 31		$	(188,057	)		$	(176,310	)		$	(13,249	)		$	(16,040	)

The table above includes the supplemental executive retirement plan obligation. ONEOK has investments included in other assets on the Consolidated Balance Sheets, which totaled $98.9 million and $87.7 million at December 31, 2019 and 2018, respectively, for the purpose of funding the obligation. These assets are not assets of the supplemental executive retirement plan and are excluded from the table above.

The accumulated benefit obligation for our retirement plans was $498.8 million and $434.4 million at December 31, 2019 and 2018, respectively.

The actuarial gains and losses impacting our benefit obligations for our retirement and other postretirement benefit plans are due primarily to changes in the discount rate assumptions discussed in the “Actuarial Assumptions” section below.

Components of Net Periodic Benefit Cost - The following table sets forth the components of net periodic benefit cost for our retirement and other postretirement benefit plans for the periods indicated:

		Retirement Benefits												Other Postretirement Benefits
		Years Ended December 31,												Years Ended December 31,
		2019				2018				2017				2019				2018				2017
		(Thousands of dollars)
Components of net periodic benefit cost
Service cost		$	7,825			$	7,339			$	6,896			$	468			$	845			$	662
Interest cost		20,528				17,659				18,645				2,038				2,108				2,261
Expected return on plan assets		(23,600		)		(23,917		)		(21,376		)		(2,285		)		(2,690		)		(2,257		)
Amortization of prior service credit		—				—				—				(227		)		(1,662		)		(1,662		)
Amortization of net loss		12,649				17,060				13,586				297				1,338				1,679
Net periodic benefit cost		$	17,402			$	18,141			$	17,751			$	291			$	(61	)		$	683

Other Comprehensive Income (Loss) - The following table sets forth the amounts recognized in other comprehensive income (loss) related to our retirement and other postretirement benefits for the periods indicated:

		Retirement Benefits												Other Postretirement Benefits
		Years Ended December 31,												Years Ended December 31,
		2019				2018				2017				2019				2018				2017
		(Thousands of dollars)
Net gain (loss)		$	(25,389	)		$	(16,351	)		$	(16,572	)		$	700			$	6,545			$	(328	)
Prior service cost		(601		)		—				—				—				—				—
Amortization of prior service credit		—				—				—				(227		)		(1,662		)		(1,662		)
Amortization of net loss		12,649				17,060				13,586				297				1,338				1,679
Deferred income taxes (a)		3,068				(18,928		)		(960		)		(177		)		(2,831		)		82
Total recognized in other comprehensive income (loss)		$	(10,273	)		$	(18,219	)		$	(3,946	)		$	593			$	3,390			$	(229	)

(a) - Year ended December 31, 2018, includes the impact of adopting ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”

The table below sets forth the amounts in accumulated other comprehensive loss that had not yet been recognized as components of net periodic benefit expense for the periods indicated:

		Retirement Benefits								Other Postretirement Benefits
		December 31,								December 31,
		2019				2018				2019				2018
		(Thousands of dollars)
Prior service credit (cost)		$	(601	)		$	—			$	—			$	227
Accumulated loss		(172,952		)		(160,212		)		(4,110		)		(5,108		)
Accumulated other comprehensive loss		(173,553		)		(160,212		)		(4,110		)		(4,881		)
Deferred income taxes		46,354				43,286				1,389				1,567
Accumulated other comprehensive loss, net of tax		$	(127,199	)		$	(116,926	)		$	(2,721	)		$	(3,314	)

Actuarial Assumptions - The following table sets forth the weighted-average assumptions used to determine benefit obligations for retirement and other postretirement benefits for the periods indicated:

		Retirement Benefits				Other Postretirement Benefits
		December 31,				December 31,
		2019		2018		2019		2018
Discount rate		3.50%		4.50%		3.50%		4.50%
Compensation increase rate		3.70%		3.65%		NA		NA

The following table sets forth the weighted-average assumptions used to determine net periodic benefit costs for the periods indicated:

		Years Ended December 31,
		2019		2018		2017
Discount rate - retirement plans		4.50%		3.75%		4.50%
Discount rate - other postretirement plans		4.50%		3.75%		4.25%
Expected long-term return on plan assets		7.50%		8.00%		7.75%
Compensation increase rate		3.65%		3.00%		3.10%

We determine our overall expected long-term rate of return on plan assets based on our review of historical returns and economic growth models.

We determine our discount rates annually utilizing portfolios of high quality bonds matched to the estimated benefit cash flows of our retirement and other postretirement benefit plans. Bonds selected to be included in the portfolios are only those rated by S&P or Moody’s as an AA or Aa2 rating or better and exclude callable bonds, bonds with less than a minimum issue size, yield outliers and other filtering criteria to remove unsuitable bonds.

Health Care Cost Trend Rates - The following table sets forth the assumed health care cost-trend rates for the periods indicated:

		2019		2018
Health care cost-trend rate assumed for next year		7.00%		6.50%
Rate to which the cost-trend rate is assumed to decline (the ultimate trend rate)		5.00%		5.00%
Year that the rate reaches the ultimate trend rate		2024		2022

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 projected financial obligations. The investment policy for our defined benefit pension plan follows a glide path approach toward liability-driven investing that shifts a higher portfolio weighting to fixed income as the plan’s funded status increases. The purpose of liability-driven investing is to structure the asset portfolio to more closely resemble the pension liability and thereby more effectively hedge against changes in the liability. The plan’s current investments include a diverse blend of various domestic and international equities, investments in various classes of debt securities, real estate and hedge funds. The target allocation for the assets of our retirement plan as of December 31, 2019, is as follows:

Domestic and international equities		42	%
Long duration fixed income		30	%
Return-seeking credit		11	%
Hedge funds		10	%
Real estate funds		7	%
Total		100	%

As part of our risk management for the plans, minimums and maximums have been set for each of the asset classes listed above.

The following tables set forth the plan assets by fair value category as of the measurement date for our defined benefit pension and other postretirement benefit plans:

		Pension Benefits
		December 31, 2019
Asset Category		Level 1				Level 2				Level 3				Subtotal				Measured at NAV (d)				Total
		(Thousands of dollars)
Investments:
Equity securities (a)		$	47			$	—			$	—			$	47			$	149,985			$	150,032
Real estate funds		—				—				—				—				23,885				23,885
Government obligations		—				—				—				—				50,708				50,708
Corporate obligations (b)		—				—				—				—				85,898				85,898
Common/collective trusts		—				3,263				—				3,263				—				3,263
Cash		63				—				—				63				—				63
Other investments (c)		—				—				—				—				32,943				32,943
Fair value of plan assets		$	110			$	3,263			$	—			$	3,373			$	343,419			$	346,792

(a) - This category represents securities of the respective market sector from diverse industries.

(b) - This category represents bonds from diverse industries.

(c) - This category represents alternative investments in limited partnerships, which can be redeemed with a 30-day notice with no further restrictions. There are no unfunded capital commitments.

(d) - Plan asset investments measured at fair value using the net asset value per share.

		Pension Benefits
		December 31, 2018
Asset Category		Level 1				Level 2				Level 3				Subtotal				Measured at NAV (d)				Total
		(Thousands of dollars)
Investments:
Equity securities (a)		$	58			$	—			$	—			$	58			$	116,790			$	116,848
Real estate funds		—				—				—				—				20,569				20,569
Government obligations		—				—				—				—				48,913				48,913
Corporate obligations (b)		—				—				—				—				69,377				69,377
Common/collective trusts		—				3,961				—				3,961				—				3,961
Cash		95				—				—				95				—				95
Other investments (c)		—				—				—				—				30,921				30,921
Fair value of plan assets		$	153			$	3,961			$	—			$	4,114			$	286,570			$	290,684

(a) - This category represents securities of the respective market sector from diverse industries.

(b) - This category represents bonds from diverse industries.

(c) - This category represents alternative investments in limited partnerships, which can be redeemed with a 30-day notice with no further restrictions. There are no unfunded capital commitments.

(d) - Plan asset investments measured at fair value using the net asset value per share.

		Other Postretirement Benefits
		December 31, 2019
Asset Category		Level 1				Level 2				Level 3				Total
		(Thousands of dollars)
Investments:
Equity securities (a)		$	2,043			$	—			$	—			$	2,043
Money market funds		—				2,428				—				2,428
Insurance and group annuity contracts		—				34,589				—				34,589
Fair value of plan assets		$	2,043			$	37,017			$	—			$	39,060

(a) - This category represents securities of the respective market sector from diverse industries.

		Other Postretirement Benefits
		December 31, 2018
Asset Category		Level 1				Level 2				Level 3				Total
		(Thousands of dollars)
Investments:
Equity securities (a)		$	1,792			$	—			$	—			$	1,792
Money market funds		1				413				—				414
Insurance and group annuity contracts		—				28,594				—				28,594
Fair value of plan assets		$	1,793			$	29,007			$	—			$	30,800

(a) - This category represents securities of the respective market sector from diverse industries.

Contributions - During 2019, we made $14.5 million in contributions to our defined benefit pension plan and $2.0 million in contributions to our other postretirement benefit plans. We contributed $12.1 million to our defined benefit pension plan in January 2020 and expect to make $2.0 million in contributions to our other postretirement plans in the remainder of 2020.

Pension and Other Postretirement Benefit Payments - Benefit payments for our defined benefit pension and other postretirement benefit plans for the period ending December 31, 2019, were $16.5 million and $3.3 million, respectively. The following table sets forth the defined benefit pension and other postretirement benefits payments expected to be paid in 2020 through 2029:

		Pension Benefits				Other Postretirement Benefits
Benefits to be paid in:		(Thousands of dollars)
2020		$	18,277			$	3,422
2021		$	19,252			$	3,399
2022		$	20,202			$	3,519
2023		$	21,170			$	3,454
2024		$	22,228			$	3,446
2025 through 2029		$	123,959			$	16,385

The expected benefits to be paid are based on the same assumptions used to measure our benefit obligation at December 31, 2019, and include estimated future employee service.

Other Employee Benefit Plans

401(k) Plan - We have a 401(k) Plan covering all employees, and employee contributions are discretionary. We historically maintained a profit-sharing plan for all employees hired after December 31, 2004, which was merged into our 401(k) Plan as of December 31, 2018, and ceased to exist as a separate plan. We match 100% of employee 401(k) contributions up to 6% of each participant’s eligible compensation, subject to certain limits, and generally make a quarterly profit sharing contribution equal to 1% of each profit-sharing participant’s eligible compensation during the quarter and an annual discretionary profit-sharing contribution. Our contributions made to the plan, including profit-sharing contributions, were $30.4 million, $28 million and $21.1 million in 2019, 2018 and 2017, respectively.

Nonqualified Deferred Compensation Plan - The 2019 Nonqualified Deferred Compensation Plan and its predecessor nonqualified deferred compensation plans (collectively, the NQDC Plan) provide select employees, as approved by our Chief Executive Officer, with the option to defer portions of their compensation and provide nonqualified deferred compensation benefits that are not available due to limitations on employer and employee contributions to qualified defined contribution plans under the federal tax laws. The NQDC Plan also provides benefits in excess of applicable tax limits for certain participants in the defined benefit pension plan who are not participants in the supplemental executive retirement plan. Our contributions to the plan were not material in 2019, 2018 and 2017.

L**.**	INCOME TAXES

The following table sets forth our provision for income taxes for the periods indicated:

		Years Ended December 31,
		2019				2018				2017
		(Thousands of dollars)
Current tax expense (benefit)
Federal		$	(1,278	)		$	260			$	295
State		963				1,633				1,670
Total current tax expense (benefit)		(315		)		1,893				1,965
Deferred tax expense
Federal		327,806				319,551				376,728
State		44,923				41,459				68,589
Total deferred tax expense		372,729				361,010				445,317
Total provision for income taxes		$	372,414			$	362,903			$	447,282

The following table is a reconciliation of our income tax provision for the periods indicated:

		Years Ended December 31,
		2019				2018				2017
		(Thousands of dollars)
Income before income taxes		$	1,650,991			$	1,517,935			$	1,040,801
Less: Net income attributable to noncontrolling interests		—				3,329				205,678
Net income attributable to ONEOK before income taxes		1,650,991				1,514,606				835,123
Federal statutory income tax rate		21.0		%		21.0		%		35.0		%
Provision for federal income taxes		346,708				318,067				292,293
State income taxes, net of federal benefit		34,545				38,668				16,197
Deferred tax rate change, inclusive of valuation allowance		11,340				5,552				141,283
Excess tax benefits from share-based compensation		(20,983		)		(4,644		)		—
Other, net		804				5,260				(2,491		)
Income tax provision		$	372,414			$	362,903			$	447,282

The following table sets forth the tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities for the periods indicated:

		December 31, 2019				December 31, 2018
Deferred tax assets		(Thousands of dollars)
Employee benefits and other accrued liabilities		$	99,510			$	91,587
Federal net operating loss		858,030				420,318
State net operating loss and benefits		171,779				108,004
Derivative instruments		83,710				22,108
Other		12,769				13,378
Total deferred tax assets		1,225,798				655,395
Valuation allowance for state net operating loss and tax credits
Carryforward expected to expire prior to utilization		(94,794		)		(73,820		)
Net deferred tax assets		1,131,004				581,575
Deferred tax liabilities
Excess of tax over book depreciation		84,631				73,113
Investment in partnerships (a)		1,582,436				728,193
Total deferred tax liabilities		1,667,067				801,306
Net deferred tax assets (liabilities)		$	(536,063	)		$	(219,731	)

(a) Due primarily to excess of tax over book depreciation.

In December 2017, the Tax Cuts and Jobs Act was signed into law. The Tax Cuts and Jobs Act made extensive changes to the U.S. tax laws and included provisions that, beginning in 2018, reduced the U.S. corporate tax rate to 21% from 35%, increased expensing for capital investment, limited the interest deduction, and limited the use of net operating losses to offset future taxable income. We revalued our deferred tax assets and liabilities as required at enactment. At that time, our net deferred tax assets represented expected corporate tax benefits in the future. The reduction in the federal corporate tax rate reduced these benefits, which resulted in a one-time noncash charge to net income through income tax expense of $141.3 million, inclusive of the valuation allowance described below, recorded in the fourth quarter 2017.

Tax benefits related to certain state net operating loss, tax credit carryforwards and charitable contribution carryforwards will begin expiring in 2020. Due to the Tax Cuts and Jobs Act and the impact of increased expensing for capital investment, we believe that it is more likely than not that the tax benefits of certain carryforwards will not be utilized prior to their expirations; therefore, we recorded a valuation allowance of $11.3 million, $5.6 million and $54.1 million through net income related to these tax benefits in 2019, 2018 and 2017, respectively.

M**.**	UNCONSOLIDATED AFFILIATES

Investments in Unconsolidated Affiliates - The following table sets forth our investments in unconsolidated affiliates for the periods indicated:

		Net Ownership Interest		December 31, 2019				December 31, 2018
				(Thousands of dollars)
Northern Border Pipeline		50%		$	307,209			$	381,623
Overland Pass Pipeline		50%		417,473				429,295
Roadrunner		50%		80,816				93,857
Other		Various		56,346				64,375
Investments in unconsolidated affiliates (a)				$	861,844			$	969,150

(a) - Equity-method goodwill (Note A) was $38.8 million at December 31, 2019 and 2018.

Equity in Net Earnings from Investments and Impairments - The following table sets forth our equity in net earnings from investments for the periods indicated:

		Years Ended December 31,
		2019				2018				2017
		(Thousands of dollars)
Northern Border Pipeline		$	68,871			$	67,854			$	68,153
Overland Pass Pipeline		63,698				65,887				60,067
Roadrunner		26,839				22,993				19,150
Other		(4,867		)		1,649				11,908
Equity in net earnings from investments		$	154,541			$	158,383			$	159,278
Impairment of equity investments		$	—			$	—			$	(4,270	)

Impairment Charges - In 2017, following a review of nonstrategic assets for potential divestiture, we recorded $4.3 million of noncash impairment charges related to a nonstrategic equity investment located in Oklahoma, which was later sold.

Unconsolidated Affiliates Financial Information - The following tables set forth summarized combined financial information of our unconsolidated affiliates for the periods indicated:

		December 31, 2019				December 31, 2018
		(Thousands of dollars)
Balance Sheet
Current assets		$	149,564			$	158,723
Property, plant and equipment, net		$	2,314,631			$	2,413,662
Other noncurrent assets		$	13,252			$	16,273
Current liabilities		$	88,142			$	83,057
Long-term debt		$	581,327			$	480,731
Other noncurrent liabilities		$	76,685			$	47,826
Accumulated other comprehensive income (loss)		$	(28,373	)		$	2,053
Owners’ equity		$	1,759,666			$	1,974,991

		Years Ended December 31,
		2019				2018				2017
		(Thousands of dollars)
Income Statement
Revenues		$	634,135			$	637,762			$	639,102
Operating expenses		$	291,210			$	276,373			$	277,121
Net income		$	315,274			$	337,694			$	347,692
Distributions paid to us (a)		$	257,644			$	197,285			$	196,114

(a) As determined by the Northern Border Pipeline Management Committee, we received an additional distribution of $50.0 million from Northern Border Pipeline during the year ended December 31, 2019.

We incurred expenses in transactions with unconsolidated affiliates of $164.7 million, $153.9 million and $156.1 million for 2019, 2018 and 2017, respectively, primarily related to Overland Pass Pipeline and Northern Border Pipeline. Accounts payable to our equity-method investees at December 31, 2019 and 2018, were $13.5 million and $14.7 million, respectively.

Northern Border Pipeline - The Northern Border Pipeline partnership agreement provides that distributions to Northern Border Pipeline’s partners are to be made on a pro rata basis according to each partner’s percentage interest. The Northern Border Pipeline Management Committee determines the amount and timing of such distributions. Any changes to, or suspension of, the cash distribution policy of Northern Border Pipeline requires the unanimous approval of the Northern Border Pipeline Management Committee. Cash distributions are equal to 100% of distributable cash flow as determined from Northern Border Pipeline’s financial statements based upon EBITDA less interest expense and maintenance capital expenditures. Loans or other advances from Northern Border Pipeline to its partners or affiliates are prohibited under its credit agreement. In 2019 and 2018, we made no contributions to Northern Border Pipeline. In 2017, we made equity contributions of $83 million to Northern Border Pipeline.

Northern Border Pipeline entered into a settlement with shippers that was approved by the FERC in February 2018. The settlement provides for tiered rate reductions beginning January 1, 2018, that reduced tariff rates 12.5% by January 2020, compared with previous tariff rates and requires new rates to be established by January 2024. We do not expect the impact of lower tariff rates on Northern Border Pipeline’s earnings and cash distributions to be material to us.

Overland Pass Pipeline - The Overland Pass Pipeline agreement provides that distributions to Overland Pass Pipeline’s members are to be made on a pro rata basis according to each member’s percentage interest. The Overland Pass Pipeline Company Management Committee determines the amount and timing of such distributions. Any changes to, or suspension of, the cash distributions from Overland Pass Pipeline requires the unanimous approval of the Overland Pass Pipeline Company Management Committee. Cash distributions are equal to 100% of available cash as defined in the limited liability company agreement.

Roadrunner - The Roadrunner agreement provides that distributions to members are made on a pro rata basis according to each member’s ownership interest. As the operator, we have been delegated the authority to determine such distributions in accordance with, and on the frequency set forth in, the Roadrunner agreement. Cash distributions are equal to 100% of available cash, as defined in the limited liability company agreement. In 2019, 2018 and 2017, our contributions to Roadrunner were not material.

We have an operating agreement with Roadrunner that provides for reimbursement or payment to us for management services and certain operating costs. Reimbursements and payments from Roadrunner included in operating income in our Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017, were not material.

N**.**	COMMITMENTS AND CONTINGENCIES

Commitments - Firm transportation and storage contracts are fixed-price contracts that provide us with firm transportation and storage capacity. The following table sets forth our firm transportation and storage contract payments for the periods indicated:

		Firm Transportation and Storage Contracts
		(Millions of dollars)
2020		$	61.6
2021		48.1
2022		40.1
2023		36.4
2024		34.3
Thereafter		177.9
Total		$	398.4

Environmental Matters and Pipeline Safety - The operation of pipelines, plants and other facilities for the gathering, processing, transportation and storage of natural gas, NGLs, condensate and other products is subject to numerous and complex laws and regulations pertaining to health, safety and the environment. As an owner and/or operator of these facilities, we must comply with laws and regulations that relate to air and water quality, hazardous and solid waste management and disposal, cultural resource protection and other environmental matters. The cost of planning, designing, constructing and operating pipelines, plants and other facilities must incorporate compliance with these laws and regulations and safety standards. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures, including citizen suits, which can include the assessment of monetary penalties, the imposition of remedial requirements and the issuance of injunctions or restrictions on operation or construction. Management believes that, based on currently known information, compliance with these laws and regulations will not affect adversely our results of operations, financial condition or cash flows.

Legal Proceedings - Gas Index Pricing Litigation - As previously reported, we and our affiliate, ONEOK Energy Services Company, L.P., along with several other energy companies, were named as defendants in multiple lawsuits arising from alleged market manipulation or false reporting of natural gas prices to natural gas-index publications alleged to have occurred prior to 2003.

In September 2019, we settled Sinclair Oil Corporation v. ONEOK Energy Services Company, L.P. (filed in the United States District Court for the District of Wyoming) for an immaterial amount with cash on hand. This was the last remaining case arising from the Gas Index Pricing Litigation.

Other Legal Proceedings - We are a party to various other litigation matters and claims that have arisen in the normal course of our operations. While the results of these litigation matters and claims cannot be predicted with certainty, we believe the reasonably possible losses from such matters, individually and in the aggregate, are not material. Additionally, we believe the probable final outcome of such matters will not affect adversely our consolidated results of operations, financial position or cash flows.

O**.**	LEASES

Adoption of ASC Topic 842: Leases - We adopted Topic 842 using the modified retrospective method and the optional transition method to record the adoption impact through a cumulative-effect adjustment to retained earnings as of January 1, 2019. Results for reporting periods beginning after January 1, 2019, are presented under Topic 842, while prior periods are not adjusted and continue to be reported under the accounting standards in effect for those periods.

Practical Expedients and Policies Elected - We applied the short-term policy election, which allows us to exclude from recognition leases with an initial term of 12 months or less. We elected the hindsight expedient, which allows us to use hindsight in assessing lease term; the package of practical expedients permitted under the guidance, which among other things, allows us to carry forward the historical lease classification; and the land easement expedient, which allows us to apply the guidance prospectively at adoption for land easements on existing agreements.

Adoption - Adoption of Topic 842 resulted in new operating lease assets and lease liabilities on our Consolidated Balance Sheet of $17.5 million and $17.4 million, respectively, as of January 1, 2019. The difference between the lease assets and lease liabilities was recorded as an adjustment to the beginning balance of retained earnings, which represents the cumulative impact of adopting the standard. Our accounting for finance leases did not change. Adoption of Topic 842 did not materially impact our Consolidated Financial Statements.

Leases - We lease certain buildings, warehouses, office space, pipeline capacity, land and equipment, including pipeline equipment, rail cars, and information technology equipment. 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 reasonably certain to exercise available renewal options. Our lease agreements do not include any residual value guarantees or material restrictive covenants.

Through ONEOK Leasing Company, L.L.C. and ONEOK Parking Company, L.L.C., we own an office building and a parking garage and lease excess space in these facilities to affiliates and others. Our consolidated lease income is not material.

The following table sets forth supplemental information about our cash flows:

		Year Ended
		December 31, 2019
		(Thousands of dollars)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases		$	6,213
Financing cash flows for finance lease		$	1,764
Right-of-use assets obtained in exchange for operating lease liabilities (noncash)		$	4,097

The following table sets forth information about our lease assets and liabilities included in our Consolidated Balance Sheet for the period indicated:

Leases	Location in our Consolidated Balance Sheet		December 31, 2019
			(Thousands of dollars)
Assets
Operating leases	Other assets		$	15,147
Finance lease	Property, plant and equipment		28,286
Finance lease	Accumulated depreciation		(1,320		)
Total leased assets			$	42,113
Liabilities
Current
Operating leases	Other current liabilities		$	1,883
Finance lease	Finance lease liability		1,949
Noncurrent
Operating leases	Other deferred credits		13,509
Finance lease	Finance lease liability		24,296
Total lease liabilities			$	41,637

The following table sets forth information about our leases for the period indicated:

			Year Ended December 31, 2019			At December 31, 2019
	Location in our Consolidated Statement of Income	Lease Cost				Weighted-Average Remaining Lease Term		Weighted-Average Discount Rate (a)
			(Thousands of dollars)			(Years)
Operating leases	Operations and maintenance		$	6,803		10.4		4.58%
Finance lease						8.8		10.00%
Amortization of lease assets	Depreciation and amortization		1,131
Interest on lease liabilities	Interest expense		2,721
Total lease cost			$	10,655

(a) - 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 following table sets forth the maturity of our lease liabilities as of December 31, 2019:

		Finance Lease				Operating Leases
		(Millions of dollars)
2020		$	4.5			$	2.5
2021		4.5				2.1
2022		4.5				2.0
2023		4.5				1.9
2024		4.5				1.9
2025 and beyond		17.1				9.2
Total lease payments		39.6				19.6
Less: Interest		13.4				4.2
Present value of lease liabilities		$	26.2			$	15.4

Our future lease payments presented under the previous accounting standard as of December 31, 2018, are not materially different than those presented above.

As of December 31, 2019, we have entered into an additional operating lease that had not yet commenced with an estimated present value of $75.6 million and a lease term of 10 years, which is excluded from our maturities table above and our lease right-of-use assets and liabilities.

P**.**	REVENUES

Accounting Policies - See Note A for revenue recognition accounting policies.

Contract Assets and Contract Liabilities - The following tables set forth the changes in our contract asset and contract liability balances for the periods indicated:

Contract Assets		(Millions of dollars)
Balance at January 1, 2018 (a)		$	6.4
Amounts invoiced in excess of revenue recognized		(0.9		)
Net additions		0.7
Balance at December 31, 2018 (b)		6.2
Amounts invoiced in excess of revenue recognized		(1.7		)
Net additions		0.5
Balance at December 31, 2019 (c)		$	5.0

(a) - Balance includes $0.9 million of current assets.

(b) - Contract assets of $1.7 million and $4.5 million are included in other current assets and other assets, respectively, in our Consolidated Balance Sheet.

(c) - Contract assets of $1.3 million and $3.7 million are included in other current assets and other assets, respectively, in our Consolidated Balance Sheet.

Contract Liabilities		(Millions of dollars)
Balance at January 1, 2018 (a)		$	33.3
Revenue recognized included in beginning balance		(19.5		)
Net additions		17.9
Balance at December 31, 2018 (b)		31.7
Revenue recognized included in beginning balance		(15.6		)
Net additions		41.0
Balance at December 31, 2019 (c)		$	57.1

(a) - Balance includes $19.5 million of current liabilities.

(b) - Contract liabilities of $15.6 million and $16.1 million are included in other current liabilities and other deferred credits, respectively, in our Consolidated Balance Sheet.

(c) - Contract liabilities of $22.2 million and $34.9 million are included in other current liabilities and other deferred credits, respectively, in our Consolidated Balance Sheet.

In 2019, net additions for contract liabilities relate primarily to deferred revenue on contributions in aid of construction received from customers and NGL storage contracts.

Receivables from Customers and Revenue Disaggregation - Substantially all of the balances in accounts receivable on our Consolidated Balance Sheets at December 31, 2019, and December 31, 2018, relate to customer receivables. Revenues sources are disaggregated in Note Q.

Practical Expedients - We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) variable consideration on contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Transaction Price Allocated to Unsatisfied Performance Obligations - The following table presents aggregate value allocated to unsatisfied performance obligations as of December 31, 2019, and the amounts we expect to recognize in revenue in future periods, related primarily to firm transportation and storage contracts with remaining contract terms ranging from one month to 24 years:

Expected Period of Recognition in Revenue		(Millions of dollars)
2020		$	343.5
2021		290.4
2022		214.8
2023		166.4
2024 and beyond		807.2
Total estimated transaction price allocated to unsatisfied performance obligations		$	1,822.3

The table above excludes variable consideration allocated entirely to wholly unsatisfied performance obligations, wholly unsatisfied promises to transfer distinct goods or services that are part of a single performance obligation and consideration we determine to be fully constrained. Information on the nature of the variable consideration excluded and the nature of the

performance obligations to which the variable consideration relates can be found in the description of the major contract types discussed in Note A. The amounts we determined to be fully constrained relate to future sales obligations under long-term sales contracts where the transaction price is not known and minimum volume agreements, which we consider to be fully constrained until invoiced.

Q**.**	SEGMENTS

Segment Descriptions - Our operations are divided into three reportable business segments, as follows:

•	our Natural Gas Gathering and Processing segment gathers, treats and processes natural gas;

•	our Natural Gas Liquids segment gathers, treats, fractionates and transports NGLs and stores, markets and distributes NGL products; and

•	our Natural Gas Pipelines segment operates regulated interstate and intrastate natural gas transmission pipelines and natural gas storage facilities.

Other and eliminations consist of corporate costs, the operating and leasing activities of our headquarters building and related parking facility and eliminations necessary to reconcile our reportable segments to our Consolidated Financial Statements.

Accounting Policies - The accounting policies of the segments are described in Note A.

For each of the years ended December 31, 2019, 2018 and 2017, we had no single customer from which we received 10% or more of our consolidated revenues.

Operating Segment Information - The following tables set forth certain selected financial information for our operating segments for the periods indicated:

Year Ended December 31, 2019		Natural Gas Gathering and Processing				Natural Gas Liquids (a)				Natural Gas Pipelines (b)				Total Segments
		(Thousands of dollars)
NGL and condensate sales		$	1,224,378			$	7,910,833			$	—			$	9,135,211
Residue natural gas sales		966,149				—				1,244				967,393
Gathering, processing and exchange services revenue		164,299				414,238				—				578,537
Transportation and storage revenue		—				197,483				466,266				663,749
Other		13,813				9,962				4,477				28,252
Total revenues (c)		2,368,639				8,532,516				471,987				11,373,142
Cost of sales and fuel (exclusive of depreciation and operating costs)		(1,302,310		)		(6,690,918		)		(4,628		)		(7,997,856		)
Operating costs		(368,352		)		(456,892		)		(157,230		)		(982,474		)
Equity in net earnings from investments		(6,292		)		65,123				95,710				154,541
Noncash compensation expense and other		10,965				15,936				2,977				29,878
Segment adjusted EBITDA		$	702,650			$	1,465,765			$	408,816			$	2,577,231
Depreciation and amortization		$	(219,519	)		$	(196,132	)		$	(57,250	)		$	(472,901	)
Investments in unconsolidated affiliates		$	34,426			$	439,393			$	388,025			$	861,844
Total assets		$	6,795,744			$	12,551,476			$	2,094,072			$	21,441,292
Capital expenditures		$	926,489			$	2,796,604			$	99,221			$	3,822,314

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $1.4 billion, of which $1.2 billion related to sales within the segment, and cost of sales and fuel of $496.8 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $285.3 million and cost of sales and fuel of $20.0 million.

(c) - Intersegment revenues for the Natural Gas Gathering and Processing segment totaled $1.2 billion. Intersegment revenues for the Natural Gas Liquids and Natural Gas Pipelines segments were not material.

Year Ended December 31, 2019		Total Segments				Other and Eliminations				Total
		(Thousands of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales		$	9,135,211			$	(1,190,424	)		$	7,944,787
Residue natural gas sales		967,393				(1,418		)		965,975
Gathering, processing and exchange services revenue		578,537				—				578,537
Transportation and storage revenue		663,749				(15,646		)		648,103
Other		28,252				(1,287		)		26,965
Total revenues (a)		$	11,373,142			$	(1,208,775	)		$	10,164,367
Cost of sales and fuel (exclusive of depreciation and operating costs)		$	(7,997,856	)		$	1,209,816			$	(6,788,040	)
Operating costs		$	(982,474	)		$	(390	)		$	(982,864	)
Depreciation and amortization		$	(472,901	)		$	(3,634	)		$	(476,535	)
Equity in net earnings from investments		$	154,541			$	—			$	154,541
Investments in unconsolidated affiliates		$	861,844			$	—			$	861,844
Total assets		$	21,441,292			$	370,829			$	21,812,121
Capital expenditures		$	3,822,314			$	26,035			$	3,848,349

(a) - Noncustomer revenue for the year ended December 31, 2019, totaled $139.6 million related primarily to gains from derivatives on commodity contracts.

Year Ended December 31, 2018		Natural Gas Gathering and Processing				Natural Gas Liquids (a)				Natural Gas Pipelines (b)				Total Segments
		(Thousands of dollars)
NGL and condensate sales		$	1,775,991			$	10,319,847			$	—			$	12,095,838
Residue natural gas sales		1,084,162				—				9,772				1,093,934
Gathering, processing and exchange services revenue		163,194				404,897				—				568,091
Transportation and storage revenue		—				199,018				414,969				613,987
Other		11,230				10,816				6,994				29,040
Total revenues (c)		3,034,577				10,934,578				431,735				14,400,890
Cost of sales and fuel (exclusive of depreciation and operating costs)		(2,041,448		)		(9,176,813		)		(15,984		)		(11,234,245		)
Operating costs		(368,939		)		(394,115		)		(144,259		)		(907,313		)
Equity in net earnings from investments		410				67,126				90,847				158,383
Noncash compensation expense and other		7,007				9,829				3,912				20,748
Segment adjusted EBITDA		$	631,607			$	1,440,605			$	366,251			$	2,438,463
Depreciation and amortization		$	(196,090	)		$	(174,007	)		$	(55,118	)		$	(425,215	)
Investments in unconsolidated affiliates		$	42,630			$	451,040			$	475,480			$	969,150
Total assets		$	6,078,473			$	9,663,640			$	2,131,669			$	17,873,782
Capital expenditures		$	694,611			$	1,306,341			$	119,185			$	2,120,137

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $1.2 billion, of which $1.1 billion related to sales within the segment, and cost of sales and fuel of $506.0 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $266.6 million and cost of sales and fuel of $26.0 million.

(c) - Intersegment revenues for the Natural Gas Gathering and Processing segment totaled $1.8 billion. Intersegment revenues for the Natural Gas Liquids and Natural Gas Pipelines segments were not material.

Year Ended December 31, 2018		Total Segments				Other and Eliminations				Total
		(Thousands of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales		$	12,095,838			$	(1,794,342	)		$	10,301,496
Residue natural gas sales		1,093,934				(2,832		)		1,091,102
Gathering, processing and exchange services revenue		568,091				(21		)		568,070
Transportation and storage revenue		613,987				(10,550		)		603,437
Other		29,040				51				29,091
Total revenues (a)		$	14,400,890			$	(1,807,694	)		$	12,593,196
Cost of sales and fuel (exclusive of depreciation and operating costs)		$	(11,234,245	)		$	1,811,537			$	(9,422,708	)
Operating costs		$	(907,313	)		$	245			$	(907,068	)
Depreciation and amortization		$	(425,215	)		$	(3,342	)		$	(428,557	)
Equity in net earnings from investments		$	158,383			$	—			$	158,383
Investments in unconsolidated affiliates		$	969,150			$	—			$	969,150
Total assets		$	17,873,782			$	357,889			$	18,231,671
Capital expenditures		$	2,120,137			$	21,338			$	2,141,475

(a) - Noncustomer revenue for the year ended December 31, 2018, totaled $(16.2) million related primarily to losses from derivatives on commodity contracts.

Year Ended December 31, 2017		Natural Gas Gathering and Processing				Natural Gas Liquids (a)				Natural Gas Pipelines (b)				Total Segments
		(Thousands of dollars)
Sales to unaffiliated customers		$	1,750,655			$	10,009,576			$	411,490			$	12,171,721
Intersegment revenues		1,275,919				616,628				8,442				1,900,989
Total revenues		3,026,574				10,626,204				419,932				14,072,710
Cost of sales and fuel (exclusive of depreciation and operating costs)		(2,216,355		)		(9,176,494		)		(43,424		)		(11,436,273		)
Operating costs		(307,376		)		(358,278		)		(125,308		)		(790,962		)
Equity in net earnings from investments		12,098				59,876				87,304				159,278
Other		3,531				3,631				1,314				8,476
Segment adjusted EBITDA		$	518,472			$	1,154,939			$	339,818			$	2,013,229
Depreciation and amortization		$	(184,923	)		$	(167,277	)		$	(51,025	)		$	(403,225	)
Impairment of long-lived assets and equity investments		$	(20,240	)		$	—			$	—			$	(20,240	)
Investments in unconsolidated affiliates		$	55,841			$	457,467			$	489,848			$	1,003,156
Total assets		$	5,495,163			$	8,782,700			$	2,055,020			$	16,332,883
Capital expenditures		$	284,205			$	114,267			$	95,564			$	494,036

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $1.2 billion, of which $1.0 billion related to sales within the segment, and cost of sales and fuel of $497.4 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $264.9 million and cost of sales and fuel of $44.0 million.

Year Ended December 31, 2017		Total Segments				Other and Eliminations				Total
		(Thousands of dollars)
Reconciliations of total segments to consolidated
Sales to unaffiliated customers		$	12,171,721			$	2,186			$	12,173,907
Intersegment revenues		1,900,989				(1,900,989		)		—
Total revenues		$	14,072,710			$	(1,898,803	)		$	12,173,907
Cost of sales and fuel (exclusive of depreciation and operating costs)		$	(11,436,273	)		$	1,898,228			$	(9,538,045	)
Operating costs		$	(790,962	)		$	(31,748	)		$	(822,710	)
Depreciation and amortization		$	(403,225	)		$	(3,110	)		$	(406,335	)
Impairment of long-lived assets and equity investments		$	(20,240	)		$	—			$	(20,240	)
Equity in net earnings from investments		$	159,278			$	—			$	159,278
Investments in unconsolidated affiliates		$	1,003,156			$	—			$	1,003,156
Total assets		$	16,332,883			$	513,054			$	16,845,937
Capital expenditures		$	494,036			$	18,357			$	512,393

		Years Ended December 31,
		2019				2018				2017
Reconciliation of net income to total segment adjusted EBITDA		(Thousands of dollars)
Net income		$	1,278,577			$	1,155,032			$	593,519
Add:
Interest expense, net of capitalized interest		491,773				469,620				485,658
Depreciation and amortization		476,535				428,557				406,335
Income taxes		372,414				362,903				447,282
Impairment charges		—				—				20,240
Noncash compensation expense		26,699				37,954				13,421
Other corporate costs and noncash items (a)		(68,767		)		(15,603		)		46,774
Total segment adjusted EBITDA		$	2,577,231			$	2,438,463			$	2,013,229

(a) - The year ended December 31, 2019, includes higher equity AFUDC related to our capital-growth projects compared with 2018 and 2017. The year ended December 31, 2017, includes our April 2017 $20.0 million contribution of Series E Preferred Stock to the Foundation and costs related to the Merger Transaction of $30.0 million.

R**.**	QUARTERLY FINANCIAL DATA (UNAUDITED)

Year Ended December 31, 2019		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
		(Thousands of dollars, except per share amounts)
Total revenues		$	2,779,958			$	2,457,575			$	2,263,228			$	2,663,606
Operating income		$	468,742			$	476,146			$	482,151			$	487,314
Net income		$	337,208			$	311,963			$	309,155			$	320,251
Net income available to common shareholders		$	336,933			$	311,688			$	308,880			$	319,976
Earnings per share total
Basic		$	0.82			$	0.75			$	0.75			$	0.77
Diluted		$	0.81			$	0.75			$	0.74			$	0.77

Year Ended December 31, 2018		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
		(Thousands of dollars except per share amounts)
Total revenues		$	3,102,077			$	2,960,529			$	3,393,890			$	3,136,700
Operating income		$	419,699			$	448,366			$	495,534			$	471,865
Net income		$	266,049			$	282,179			$	313,916			$	292,888
Net income available to common shareholders		$	264,233			$	280,773			$	312,984			$	292,613
Earnings per share total
Basic		$	0.65			$	0.68			$	0.76			$	0.71
Diluted		$	0.64			$	0.68			$	0.75			$	0.70

S**.**	SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

ONEOK and ONEOK Partners are issuers of certain public debt securities. We, ONEOK Partners and the Intermediate Partnership have cross guarantees in place for the indebtedness of ONEOK and ONEOK Partners. The Intermediate Partnership holds all of ONEOK Partners’ interests and equity in its subsidiaries, as well as a 50% interest in Northern Border Pipeline. In lieu of providing separate financial statements for each subsidiary issuer and guarantor, we have included the accompanying condensed consolidating financial statements based on Rule 3-10 of the SEC’s Regulation S-X. We have presented each of the parent and subsidiary issuers in separate columns in this single set of condensed consolidating financial statements.

For purposes of the following footnote:

•	we are referred to as “Parent Issuer and Guarantor”;

•	ONEOK Partners is referred to as “Subsidiary Issuer and Guarantor”;

•	the Intermediate Partnership is referred to as “Guarantor Subsidiary”; and

•	the “Non-Guarantor Subsidiaries” are all subsidiaries other than the Guarantor Subsidiary and Subsidiary Issuer and Guarantor.

The following supplemental condensed consolidating financial information is presented on an equity-method basis reflecting the separate accounts of ONEOK, ONEOK Partners and the Intermediate Partnership, the combined accounts of the Non-Guarantor Subsidiaries, the combined consolidating adjustments and eliminations, and our consolidated amounts for the periods indicated.

Condensed Consolidating Statements of Income

	Year Ended December 31, 2019
	Parent Issuer & Guarantor				Subsidiary Issuer & Guarantor				Guarantor Subsidiary				Combined Non-Guarantor Subsidiaries				Consolidating Entries and Other				Total
	(Millions of dollars)
Revenues
Commodity sales	$	—			$	—			$	—			$	8,916.1			$	—			$	8,916.1
Services	—				—				—				1,250.4				(2.1		)		1,248.3
Total revenues	—				—				—				10,166.5				(2.1		)		10,164.4
Cost of sales and fuel (exclusive of items shown separately below)	—				—				—				6,788.0				—				6,788.0
Operating expenses	—				—				—				1,461.5				(2.1		)		1,459.4
(Gain) loss on sale of assets	—				—				2.7				(0.1		)		—				2.6
Operating income	—				—				(2.7		)		1,917.1				—				1,914.4
Equity in net earnings from investments	1,898.7				1,906.2				1,908.9				116.3				(5,675.6		)		154.5
Other income (expense), net	34.4				305.7				308.3				42.1				(616.6		)		73.9
Interest expense, net	(287.4		)		(308.3		)		(308.3		)		(204.4		)		616.6				(491.8		)
Income before income taxes	1,645.7				1,903.6				1,906.2				1,871.1				(5,675.6		)		1,651.0
Income taxes	(367.1		)		—				—				(5.3		)		—				(372.4		)
Net income	1,278.6				1,903.6				1,906.2				1,865.8				(5,675.6		)		1,278.6
Less: Preferred stock dividends	1.1				—				—				—				—				1.1
Net income available to common shareholders	$	1,277.5			$	1,903.6			$	1,906.2			$	1,865.8			$	(5,675.6	)		$	1,277.5
Net income	$	1,278.6			$	1,903.6			$	1,906.2			$	1,865.8			$	(5,675.6	)		$	1,278.6
Other comprehensive income (loss), net of tax	(183.8		)		(2.6		)		(20.9		)		(20.5		)		42.0				(185.8		)
Comprehensive income	$	1,094.8			$	1,901.0			$	1,885.3			$	1,845.3			$	(5,633.6	)		$	1,092.8

	Year Ended December 31, 2018
	Parent Issuer & Guarantor				Subsidiary Issuer & Guarantor				Guarantor Subsidiary				Combined Non-Guarantor Subsidiaries				Consolidating Entries and Other				Total
	(Millions of dollars)
Revenues
Commodity sales	$	—			$	—			$	—			$	11,395.6			$	—			$	11,395.6
Services	—				—				—				1,199.7				(2.1		)		1,197.6
Total revenues	—				—				—				12,595.3				(2.1		)		12,593.2
Cost of sales and fuel (exclusive of items shown separately below)	—				—				—				9,422.7				—				9,422.7
Operating expenses	(0.6		)		—				—				1,338.3				(2.1		)		1,335.6
Gain on sale of assets	—				—				—				(0.6		)		—				(0.6		)
Operating income	0.6				—				—				1,834.9				—				1,835.5
Equity in net earnings from investments	1,655.6				1,660.5				1,660.5				116.3				(4,934.5		)		158.4
Other income (expense), net	29.6				315.1				315.1				(36.0		)		(630.2		)		(6.4		)
Interest expense, net	(179.4		)		(315.1		)		(315.1		)		(290.2		)		630.2				(469.6		)
Income before income taxes	1,506.4				1,660.5				1,660.5				1,625.0				(4,934.5		)		1,517.9
Income taxes	(354.7		)		—				—				(8.2		)		—				(362.9		)
Net income	1,151.7				1,660.5				1,660.5				1,616.8				(4,934.5		)		1,155.0
Less: Net income attributable to noncontrolling interests	—				—				—				3.3				—				3.3
Net income attributable to ONEOK	1,151.7				1,660.5				1,660.5				1,613.5				(4,934.5		)		1,151.7
Less: Preferred stock dividends	1.1				—				—				—				—				1.1
Net income available to common shareholders	$	1,150.6			$	1,660.5			$	1,660.5			$	1,613.5			$	(4,934.5	)		$	1,150.6
Net income	$	1,151.7			$	1,660.5			$	1,660.5			$	1,616.8			$	(4,934.5	)		$	1,155.0
Other comprehensive income (loss), net of tax	(39.5		)		101.1				85.9				62.6				(171.7		)		38.4
Comprehensive income	1,112.2				1,761.6				1,746.4				1,679.4				(5,106.2		)		1,193.4
Less: Comprehensive income attributable to noncontrolling interests	—				—				—				3.3				—				3.3
Comprehensive income attributable to ONEOK	$	1,112.2			$	1,761.6			$	1,746.4			$	1,676.1			$	(5,106.2	)		$	1,190.1

	Year Ended December 31, 2017
	Parent Issuer & Guarantor				Subsidiary Issuer & Guarantor				Guarantor Subsidiary				Combined Non-Guarantor Subsidiaries				Consolidating Entries and Other				Total
	(Millions of dollars)
Revenues
Commodity sales	$	—			$	—			$	—			$	9,862.7			$	—			$	9,862.7
Services	—				—				—				2,313.2				(2.0		)		2,311.2
Total revenues	—				—				—				12,175.9				(2.0		)		12,173.9
Cost of sales and fuel (exclusive of items shown separately below)	—				—				—				9,538.0				—				9,538.0
Operating expenses	17.8				—				9.2				1,204.0				(2.0		)		1,229.0
Impairment of long-lived assets	—				—				—				16.0				—				16.0
Gain on sale of assets	—				—				—				(0.9		)		—				(0.9		)
Operating income	(17.8		)		—				(9.2		)		1,418.8				—				1,391.8
Equity in net earnings from investments	1,236.6				1,215.7				1,224.9				100.7				(3,618.6		)		159.3
Impairment of equity investments	—				—				—				(4.3		)		—				(4.3		)
Other income (expense), net	(12.3		)		353.1				353.1				(8.0		)		(706.2		)		(20.3		)
Interest expense, net	(137.1		)		(353.1		)		(353.1		)		(348.6		)		706.2				(485.7		)
Income before income taxes	1,069.4				1,215.7				1,215.7				1,158.6				(3,618.6		)		1,040.8
Income taxes	(480.2		)		—				—				32.9				—				(447.3		)
Net income	589.2				1,215.7				1,215.7				1,191.5				(3,618.6		)		593.5
Less: Net income attributable to noncontrolling interests	201.4				—				—				4.3				—				205.7
Net income attributable to ONEOK	387.8				1,215.7				1,215.7				1,187.2				(3,618.6		)		387.8
Less: Preferred stock dividends	0.8				—				—				—				—				0.8
Net income available to common shareholders	$	387.0			$	1,215.7			$	1,215.7			$	1,187.2			$	(3,618.6	)		$	387.0
Net income	$	589.2			$	1,215.7			$	1,215.7			$	1,191.5			$	(3,618.6	)		$	593.5
Other comprehensive income (loss), net of tax	17.4				13.2				27.9				34.5				(55.9		)		37.1
Comprehensive income	606.6				1,228.9				1,243.6				1,226.0				(3,674.5		)		630.6
Less: Comprehensive income attributable to noncontrolling interests	232.4				—				—				4.3				—				236.7
Comprehensive income attributable to ONEOK	$	374.2			$	1,228.9			$	1,243.6			$	1,221.7			$	(3,674.5	)		$	393.9

Condensed Consolidating Balance Sheets

	December 31, 2019
	Parent Issuer & Guarantor				Subsidiary Issuer & Guarantor				Guarantor Subsidiary				Combined Non-Guarantor Subsidiaries				Consolidating Entries and Other				Total
Assets	(Millions of dollars)
Current assets
Cash and cash equivalents	$	21.0			$	—			$	—			$	—			$	—			$	21.0
Accounts receivable, net	—				—				—				835.1				—				835.1
Materials and supplies	—				—				—				201.7				—				201.7
Natural gas and NGLs in storage	—				—				—				304.9				—				304.9
Other current assets	12.4				—				—				95.2				—				107.6
Total current assets	33.4				—				—				1,436.9				—				1,470.3
Property, plant and equipment
Property, plant and equipment	166.6				—				—				21,884.9				—				22,051.5
Accumulated depreciation and amortization	99.5				—				—				3,603.3				—				3,702.8
Net property, plant and equipment	67.1				—				—				18,281.6				—				18,348.7
Investments and other assets
Investments	6,732.6				4,101.4				11,466.3				769.9				(22,208.4		)		861.8
Intercompany notes receivable	8,950.9				6,903.2				—				—				(15,854.1		)		—
Other assets	139.9				—				—				992.1				(0.7		)		1,131.3
Total investments and other assets	15,823.4				11,004.6				11,466.3				1,762.0				(38,063.2		)		1,993.1
Total assets	$	15,923.9			$	11,004.6			$	11,466.3			$	21,480.5			$	(38,063.2	)		$	21,812.1
Liabilities and equity
Current liabilities
Current maturities of long-term debt	$	—			$	—			$	—			$	7.7			$	—			$	7.7
Short-term borrowings	220.0				—				—				—				—				220.0
Accounts payable	23.8				—				—				1,186.1				—				1,209.9
Other current liabilities	243.8				63.3				—				275.6				—				582.7
Total current liabilities	487.6				63.3				—				1,469.4				—				2,020.3
Intercompany payables	—				—				7,364.9				8,489.2				(15,854.1		)		—
Long-term debt, excluding current maturities	8,421.1				4,045.1				—				13.5				—				12,479.7
Deferred credits and other liabilities
Deferred income taxes	417.1				—				—				119.7				(0.7		)		536.1
Other deferred credits	372.1				—				—				177.9				—				550.0
Total deferred credits and other liabilities	789.2				—				—				297.6				(0.7		)		1,086.1
Commitments and contingencies
Equity	6,226.0				6,896.2				4,101.4				11,210.8				(22,208.4		)		6,226.0
Total liabilities and equity	$	15,923.9			$	11,004.6			$	11,466.3			$	21,480.5			$	(38,063.2	)		$	21,812.1

	December 31, 2018
	Parent Issuer & Guarantor				Subsidiary Issuer & Guarantor				Guarantor Subsidiary				Combined Non-Guarantor Subsidiaries				Consolidating Entries and Other				Total
Assets	(Millions of dollars)
Current assets
Cash and cash equivalents	$	12.0			$	—			$	—			$	—			$	—			$	12.0
Accounts receivable, net	—				—				—				819.0				—				819.0
Materials and supplies	—				—				—				141.2				—				141.2
Natural gas and NGLs in storage	—				—				—				296.7				—				296.7
Other current assets	29.1				—				—				100.6				—				129.7
Total current assets	41.1				—				—				1,357.5				—				1,398.6
Property, plant and equipment
Property, plant and equipment	145.5				—				—				17,885.5				—				18,031.0
Accumulated depreciation and amortization	92.0				—				—				3,172.3				—				3,264.3
Net property, plant and equipment	53.5				—				—				14,713.2				—				14,766.7
Investments and other assets
Investments	6,153.5				3,548.1				9,721.6				791.1				(19,245.1		)		969.2
Intercompany notes receivable	5,308.6				7,701.5				1,528.0				—				(14,538.1		)		—
Other assets	115.9				—				—				982.3				(1.0		)		1,097.2
Total investments and other assets	11,578.0				11,249.6				11,249.6				1,773.4				(33,784.2		)		2,066.4
Total assets	$	11,672.6			$	11,249.6			$	11,249.6			$	17,844.1			$	(33,784.2	)		$	18,231.7
Liabilities and equity
Current liabilities
Current maturities of long-term debt	$	—			$	500.0			$	—			$	7.7			$	—			$	507.7
Accounts payable	31.3				—				—				1,085.0				—				1,116.3
Other current liabilities	123.2				81.0				—				280.2				—				484.4
Total current liabilities	154.5				581.0				—				1,372.9				—				2,108.4
Intercompany payables	—				—				7,701.5				6,836.6				(14,538.1		)		—
Long-term debt, excluding current maturities	4,510.7				4,341.4				—				21.2				—				8,873.3
Deferred credits and other liabilities
Deferred income taxes	112.3				—				—				108.4				(1.0		)		219.7
Other deferred credits	315.6				—				—				135.2				—				450.8
Total deferred credits and other liabilities	427.9				—				—				243.6				(1.0		)		670.5
Commitments and contingencies
Equity	6,579.5				6,327.2				3,548.1				9,369.8				(19,245.1		)		6,579.5
Total liabilities and equity	$	11,672.6			$	11,249.6			$	11,249.6			$	17,844.1			$	(33,784.2	)		$	18,231.7

Condensed Consolidating Statements of Cash Flows

	Year Ended December 31, 2019
	Parent Issuer & Guarantor				Subsidiary Issuer & Guarantor				Guarantor Subsidiary				Combined Non-Guarantor Subsidiaries				Consolidating Entries and Other				Total
	(Millions of dollars)
Operating activities
Cash provided by operating activities	$	1,010.1			$	1,332.9			$	68.9			$	2,198.9			$	(2,664.0	)		$	1,946.8
Investing activities
Capital expenditures	(25.6		)		—				—				(3,822.7		)		—				(3,848.3		)
Other investing activities	—				—				74.6				4.9				—				79.5
Cash provided by (used in) investing activities	(25.6		)		—				74.6				(3,817.8		)		—				(3,768.8		)
Financing activities
Dividends paid	(1,457.6		)		(1,332.0		)		(1,332.0		)		—				2,664.0				(1,457.6		)
Intercompany borrowings (advances), net	(3,618.6		)		801.8				1,188.5				1,628.3				—				—
Short-term borrowings, net	220.0				—				—				—				—				220.0
Issuance of long-term debt, net of discounts	4,185.4				—				—				—				—				4,185.4
Repayment of long-term debt	(249.6		)		(800.0		)		—				(7.7		)		—				(1,057.3		)
Issuance of common stock	29.0				—				—				—				—				29.0
Other, net	(84.1		)		(2.7		)		—				(1.7		)		—				(88.5		)
Cash provided by (used in) financing activities	(975.5		)		(1,332.9		)		(143.5		)		1,618.9				2,664.0				1,831.0
Change in cash and cash equivalents	9.0				—				—				—				—				9.0
Cash and cash equivalents at beginning of period	12.0				—				—				—				—				12.0
Cash and cash equivalents at end of period	$	21.0			$	—			$	—			$	—			$	—			$	21.0

	Year Ended December 31, 2018
	Parent Issuer & Guarantor				Subsidiary Issuer & Guarantor				Guarantor Subsidiary				Combined Non-Guarantor Subsidiaries				Consolidating Entries and Other				Total
	(Millions of dollars)
Operating activities
Cash provided by operating activities	$	1,325.1			$	1,344.7			$	67.9			$	2,113.0			$	(2,664.0	)		$	2,186.7
Investing activities
Capital expenditures	(18.8		)		—				—				(2,122.7		)		—				(2,141.5		)
Other investing activities	—				—				15.3				11.3				—				26.6
Cash provided by (used in) investing activities	(18.8		)		—				15.3				(2,111.4		)		—				(2,114.9		)
Financing activities
Dividends paid	(1,335.1		)		(1,332.0		)		(1,332.0		)		—				2,664.0				(1,335.1		)
Distributions to noncontrolling interests	—				—				—				(3.5		)		—				(3.5		)
Intercompany borrowings (advances), net	(2,154.4		)		912.3				1,248.8				(6.7		)		—				—
Repayment of short-term borrowings, net	(614.7		)		—				—				—				—				(614.7		)
Issuance of long-term debt, net of discounts	1,795.8				—				—				—				—				1,795.8
Repayment of long-term debt	—				(925.0		)		—				(7.7		)		—				(932.7		)
Issuance of common stock	1,204.0				—				—				—				—				1,204.0
Acquisition of noncontrolling interests	(195.0		)		—				—				—				—				(195.0		)
Other, net	(32.1		)		—				—				16.3				—				(15.8		)
Cash used in financing activities	(1,331.5		)		(1,344.7		)		(83.2		)		(1.6		)		2,664.0				(97.0		)
Change in cash and cash equivalents	(25.2		)		—				—				—				—				(25.2		)
Cash and cash equivalents at beginning of period	37.2				—				—				—				—				37.2
Cash and cash equivalents at end of period	$	12.0			$	—			$	—			$	—			$	—			$	12.0

	Year Ended December 31, 2017
	Parent Issuer & Guarantor				Subsidiary Issuer & Guarantor				Guarantor Subsidiary				Combined Non-Guarantor Subsidiaries				Consolidating Entries and Other				Total
	(Millions of dollars)
Operating activities
Cash provided by operating activities	$	947.4			$	1,348.3			$	59.0			$	1,353.7			$	(2,393.0	)		$	1,315.4
Investing activities
Capital expenditures	—				—				—				(512.4		)		—				(512.4		)
Contributions to unconsolidated affiliates	—				—				(83.0		)		(4.9		)		—				(87.9		)
Other investing activities	—				—				14.8				17.9				—				32.7
Cash used in investing activities	—				—				(68.2		)		(499.4		)		—				(567.6		)
Financing activities
Dividends paid	(829.4		)		(1,332.0		)		(1,332.0		)		—				2,664.0				(829.4		)
Distributions to noncontrolling interests	—				—				—				(5.3		)		(271.0		)		(276.3		)
Intercompany borrowings (advances), net	(2,500.7		)		2,001.2				1,340.8				(841.3		)		—				—
Borrowing (repayment) of short-term borrowings, net	614.7				(1,110.3		)		—				—				—				(495.6		)
Issuance of long-term debt, net of discounts	1,190.5				—				—				—				—				1,190.5
Repayment of long-term debt	(87.1		)		(900.0		)		—				(7.7		)		—				(994.8		)
Issuance of common stock	471.4				—				—				—				—				471.4
Other, net	(18.1		)		(7.2		)		—				—				—				(25.3		)
Cash provided by (used in) financing activities	(1,158.7		)		(1,348.3		)		8.8				(854.3		)		2,393.0				(959.5		)
Change in cash and cash equivalents	(211.3		)		—				(0.4		)		—				—				(211.7		)
Cash and cash equivalents at beginning of period	248.5				—				0.4				—				—				248.9
Cash and cash equivalents at end of period	$	37.2			$	—			$	—			$	—			$	—			$	37.2