ONEOK (OKE) 10-K risk factor changes: FY2020 vs FY2019

[removed: | • |] [added: -] demand and prices for natural gas, NGLs and crude oil; [removed: |]

[removed: | • |] [added: -] producers’ access to capital; [removed: |]

[removed: | • |] [added: -] producers’ finding and development costs of reserves; [removed: |]

[removed: | • |] [added: -] producers’ [added: desire and] ability to obtain necessary permits, drilling rights and surface access in a timely manner and on reasonable terms; [removed: |]

[removed: | • |] [added: - crude oil and associated] natural gas field characteristics and production performance; and [removed: |]

[removed: | • |] [added: -] capacity constraints [added: and/or shut downs] on [removed: natural gas,] [added: the pipelines that transport] crude [removed: oil] [added: oil, natural gas] and [removed: NGL infrastructure] [added: NGLs] from [removed: the] producing areas and our facilities. [removed: |]

[removed: For example, increased production] [added: Production areas outside of our operating regions may compete with natural gas and NGL supply originating] in [removed: the Marcellus Shale] [added: production areas connected to our systems, which] may cause natural gas and NGLs in supply areas connected to our systems to be diverted to markets other than our traditional market areas and may affect capacity utilization adversely on our pipeline systems and our ability to renew or replace existing contracts.

Our operations are subject to all [removed: of] the risks and hazards typically associated with the operation of natural gas and NGL gathering, transportation and distribution pipelines, storage facilities and processing and fractionation facilities, which include, but are not limited to, leaks, pipeline ruptures, the breakdown or failure of equipment or processes and the performance of facilities below expected levels of capacity and efficiency.

Other operational hazards and unforeseen interruptions include adverse weather conditions, [added: infectious disease including a pandemic, geopolitical reactions,] accidents, explosions, fires, the collision of equipment with our pipeline facilities (for example, this may occur if a third party were to perform excavation or construction work near our facilities) and catastrophic events such as tornados, hurricanes, earthquakes, floods, and other similar events beyond our control.

Further, the proceeds of any such insurance may not be paid in a timely [removed: manner and may be insufficient if such an event were to occur.][added: manner.]

[removed: An] [added: In addition to impacts from the COVID-19 pandemic, an] adverse change in economic conditions worldwide or in the economic regions in which we operate could negatively affect the crude oil and natural gas [removed: industry,] [added: markets,] as well as in the specific segments [removed: and markets] in which we operate, resulting in reduced demand and increased price competition for our services and products.

Increased regulation of exploration and production activities, including hydraulic fracturing, well setbacks and disposal of [removed: waste water,] [added: wastewater,] could result in reductions or delays in drilling and completing new crude oil and natural gas wells.

Legislation or regulations placing restrictions on exploration and production activities, including hydraulic fracturing and disposal of [removed: waste water,] [added: wastewater,] could result in operational delays, [removed: increase] [added: increased] operating costs and additional regulatory burdens on exploration and production operators.

[removed: | • |] [added: -] projects may require significant capital expenditures, which may exceed our estimates, and involve numerous regulatory, environmental, political, legal and weather-related uncertainties; [removed: |]

[removed: | • |] [added: -] projects may increase demand for labor, materials and rights of way, which may, in turn, affect our costs and schedule; [removed: |]

[removed: | • |] [added: -] we may be unable to obtain new rights of way to connect new natural gas or NGL supplies to our existing gathering or transportation pipelines; [removed: |]

[removed: | • |] [added: -] if we undertake these projects, we may not be able to complete them on schedule or at the budgeted cost; [removed: |]

[removed: | • | our revenues may not increase immediately upon the expenditure of funds on a particular project.] For instance, if we build a new pipeline, the construction will occur over an extended period of time, and we will not receive any material increases in revenues until after completion of the project; [removed: |]

[removed: | • |] [added: -] we may construct facilities to capture anticipated future growth in production in a region in which anticipated production growth does not materialize; [removed: |]

[removed: | • |] [added: -] opposition from environmental [added: and social] groups, landowners, tribal groups, local groups and other advocates could result in organized protests, attempts to block or sabotage our construction activities or operations, intervention in regulatory or administrative proceedings involving our assets, or lawsuits or other actions designed to prevent, disrupt or delay the construction or operation of our assets; and [removed: |]

[removed: | • |] [added: -] we may be required to rely on third parties downstream of our facilities to have available capacity for our delivered natural gas or NGLs, which may not yet be operational. [removed: |]

Estimates of hydrocarbon reserves may be [removed: inaccurate] [added: inaccurate,] which could result in lower than anticipated volumes.

[removed: A] [added: Additionally, a] significant portion of our revenues are derived from the sale of commodities that are received in conjunction with natural gas gathering and processing services, the transportation and storage of natural gas, and from the purchase and sale of NGLs and NGL products.

[removed: Commodity prices have been volatile and are] [added: It is] likely [removed: to] [added: that commodity prices will] continue to be [removed: so] [added: volatile] in the future.

[removed: | • |] [added: -] overall domestic and global economic conditions; [removed: |]

[removed: | • |] [added: -] relatively minor changes in the supply of, and demand for, domestic and foreign energy; [removed: |]

[removed: | • |] [added: -] market uncertainty; [removed: |]

[removed: | • |] [added: -] the availability and cost of third-party transportation, natural gas processing and fractionation capacity; [removed: |]

[removed: | • |] [added: -] the level of consumer product demand and storage inventory levels; [removed: |]

[removed: | • |] [added: -] ethane rejection; [removed: |]

[removed: | • |] [added: -] geopolitical conditions impacting supply and demand for natural gas, NGLs and crude oil; [removed: |]

[removed: | • |] [added: -] weather conditions; [removed: |]

[removed: | • |] [added: -] domestic and foreign governmental regulations and taxes; [removed: |]

[removed: | • |] [added: -] the price and availability of alternative fuels; [removed: |]

[removed: | • |] [added: -] speculation in the commodity futures markets; [removed: |]

[removed: | • |] [added: -] the effects of imports and exports on the price of natural gas, crude oil, NGL and liquefied natural gas; [removed: |]

[removed: | • |] [added: -] the effect of worldwide energy-conservation measures; [removed: |]

[removed: | • |] [added: -] the impact of new supplies, new pipelines, processing and fractionation facilities on location price differentials; and [removed: |]

[removed: | • |] [added: -] technology and improved efficiency impacting supply and demand for natural gas, NGLs and crude oil. [removed: |]

As commodity prices decline, we could be paid less for our [removed: commodities,] [added: commodities] thereby reducing our cash flows.

RISK FACTORS RELATED TO OUR BUSINESS AND INDUSTRY

The COVID-19 pandemic has affected adversely, and could further affect adversely, our results of operations.

The COVID-19 pandemic led to global and regional economic disruption, volatility in the financial markets and a weakened commodity price environment.

The outbreak and government measures taken in response, including extended quarantines, closures and reduced operations of businesses had a significant adverse impact, both direct and indirect, on our business and the economy.

Due to reductions in economic activity, the world experienced reduced demand for crude oil, refined products, NGLs and natural gas, and weakened commodity prices, which affected adversely our operations.

Uncertainty remains regarding the duration of global impacts due to COVID-19 and the possible resurgence or mutation of the virus.

This uncertainty, and the occurrence of these events and measures taken in response, could further affect adversely our results of operations by, among other things, reducing demand for the services we provide, impacting our supply chains and the availability and efficiency of our workforce, creating operational challenges and impacting our ability to access capital markets.

The degree to which the pandemic further impacts our business and results of operations will depend on future developments beyond our control, including the success of actions to contain the virus, the length of time needed to vaccinate a significant segment of the global population, how quickly and to what extent normal economic and operating conditions can resume, and the severity and duration of the global and regional economic downturn that results from the pandemic.

Lower commodity prices could reduce crude oil, natural gas and NGL production which could decrease the demand for our services.

Historically, commodity prices have been volatile and can change quickly.

For example, in March 2020, unsuccessful negotiations between the Organization of the Petroleum Exporting Countries (OPEC) and Russia regarding crude oil production cuts resulted in a price war between Saudi Arabia and Russia.

As a result, the global supply of crude oil significantly exceeded demand and led to a collapse in crude oil prices.

- production decisions by other countries, such as the failure of countries to abide by recent agreements to reduce production volumes;

such event.

- our revenues may not increase immediately upon the expenditure of funds on a particular project.

Any

RISK FACTORS RELATED TO REGULATION

Increased litigation challenging oil and gas development and changes to laws, regulations and policies could impact adversely our business.

Increased litigation challenging oil and gas development, as well as changes to laws, regulations and policies could impact our business.

These actions could, among other things, impact our customers’ activities, our existing permits and our ability to obtain permits for new development projects, which could affect adversely our business, financial position, or results of operations.

New or revised environmental

RISK FACTORS RELATED TO FINANCING OUR BUSINESS

However, in November 2020, the administrator of LIBOR, the ICE Benchmark Administration, announced its intention to continue publications of all U.S. dollar LIBOR tenors through June 2023, with the exception of one-week and two-month tenors which will cease at the end of 2021.

Our commercial paper program has been assigned an investment-grade credit rating of Prime-3, A-2 and F-2 by Moody’s, S&P and Fitch, respectively.

GENERAL RISK FACTORS

For further discussion of impairments of goodwill, long-lived assets and equity-method investments, see Notes A, E, D and M, respectively, of the Notes to Consolidated Financial Statements in this Annual Report.

| | |

| --- | --- |

Natural gas production areas outside of our operating regions may compete with natural gas originating in production areas connected to our systems.

In addition, crude oil, natural gas and NGL production could also decline due to lower prices.

damages, customer dissatisfaction, damage to our reputation and a loss of customers or revenues.

Our regulated pipeline companies have recorded certain assets that may not be recoverable from our customers.

Accounting policies for FERC-regulated companies permit certain assets that result from the regulated rate-making process to be recorded on our balance sheet that could not be recorded under GAAP for nonregulated entities.

We consider factors such as regulatory changes and the impact of competition to determine the probability of future recovery of these assets.

If we determine future recovery is no longer probable, we would be required to write off the regulatory assets at that time.

otherwise affected by the activities of that joint venture.

borrow money under our credit facility or seek alternative financing sources to finance the repurchases and repayment.

The following discussion and analysis should be read in conjunction with Part I, Item 1, Business, our audited Consolidated Financial Statements and the Notes to Consolidated Financial Statements in this Annual Report.

RECENT DEVELOPMENTS

Please refer to the “Financial Results and Operating Information” and “Liquidity and Capital Resources” sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report for additional information.

COVID-19 - While we are still experiencing global and regional economic disruption due primarily to COVID-19, our producers have reversed curtailments that were put in place during the second quarter 2020, bringing volumes back to pre-COVID-19 levels as prices significantly improved from second quarter 2020 lows.

The full impact of the continued global and regional economic disruption will depend on the unknown duration and severity of COVID-19, and, among other things, the impact of governmental actions imposed in response to COVID-19, the pace and scale of economic recovery and corresponding demand for crude oil, and the impacts to commodity prices.

We continue to monitor producers’ drilling, completion and production plans, which are increasingly positive as commodity prices have stabilized and improved, and our expectations for 2021 include the potential for an improving pace of drilling and completion activity.

In this challenging market environment, we expect to maintain sufficient liquidity and financial stability into 2021 due to cash on hand from our June 2020 equity issuance, cash flows from operations and access to our undrawn $2.5 Billion Credit Agreement.

We have no debt maturities prior to 2022, and our investment-grade credit ratings have remained stable.

Sustainability - In 2020, we were included in the Dow Jones Sustainability North America Index for the second consecutive year and added to the Dow Jones Sustainability World Index (DJSI World), which recognize companies for industry-leading

environmental, social and governance performance.

We are currently the only North American energy company included in the DJSI World group of global sustainability leaders.

We continue to look for ways to reduce our environmental impact and utilize more efficient technologies.

We are preparing for the future energy transition and our role in meeting the world’s energy needs in an environmentally responsible way.

Growth Projects \- We operate an integrated, reliable and diversified network of NGL and natural gas gathering, processing, fractionation, storage and transportation assets connecting supply in the Rocky Mountain, Mid-Continent and Permian regions with key market centers.

We have completed significant capital-growth projects that include NGL pipelines, NGL fractionators, natural gas processing plants and related natural gas and NGL infrastructure.

These projects provide us the capacity to benefit from future supply growth without significant capital investment.

In the first quarter 2020, due to the decline in commodity prices and economic demand disruption caused by COVID-19, we suspended our announced plans to construct the Demicks Lake III natural gas processing plant, the fourth expansion of the ONEOK West Texas NGL pipeline system, and reduced the scope of the expansion of our Elk Creek pipeline and various other paused projects.

These projects can be restarted quickly when producer activity warrants additional infrastructure.

Our announced capital-growth projects are outlined in the table below:

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Project (b) | | | Scope | | | Approximate Costs (a) | | | Completion | | |

| Natural Gas Gathering and Processing | | | | | | (*In millions*) | | | | | |

| Demicks Lake I plant and related infrastructure | | | 200 MMcf/d processing plant and related gathering infrastructure in the core of the Williston Basin | | | $400 | | | Completed October 2019 | | |

| | | | Supported by acreage dedications with long-term primarily fee-based contracts | | | | | | | | |

| Demicks Lake II plant and related infrastructure | | | 200 MMcf/d processing plant and related gathering infrastructure in the core of the Williston Basin | | | $410 | | | Completed January 2020 | | |

| | | | Supported by acreage dedications with long-term primarily fee-based contracts | | | | | | | | |

| Bear Creek plant expansion and related infrastructure | | | 200 MMcf/d processing plant expansion and related gathering infrastructure in the Williston Basin | | | $405 | | | Paused (c) | | |

| | | | Supported by acreage dedications with long-term primarily fee-based contracts | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| Natural Gas Liquids | | | | | | | | | | | |

| Elk Creek pipeline and related infrastructure | | | 900-mile NGL pipeline from the Williston Basin to the Mid-Continent region, with capacity of up to 240 MBbl/d, and related infrastructure | | | $1,400 | | | Completed December 2019 | | |

| | | | Anchored by long-term contracts | | | | | | | | |

| | | | Expansion capability up to 400 MBbl/d with additional pump facilities | | | | | | | | |

| Arbuckle II pipeline and related infrastructure | | | 530-mile NGL pipeline from the STACK area to Mont Belvieu, Texas, and related infrastructure | | | $1,360 | | | Completed March 2020 | | |

| | | | Supported by long-term contracts | | | | | | | | |

| | | | Expansion capability up to 1 MMBbl/d | | | | | | | | |

Our risk-management function follows [removed: established] policies and procedures [added: established by our Risk Oversight and Strategy Committee] to monitor our natural gas, condensate and NGL [added: marketing activities and interest rates to ensure our hedging activities mitigate market risks and comply with approved thresholds or limits.]

Although our businesses are primarily fee-based, 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 [removed: POP with] fee [added: with POP] contracts.

Under certain [removed: POP with] fee [added: with POP] contracts, our contractual fees and POP percentage may increase or decrease if production volumes, delivery pressures or commodity prices change relative to specified thresholds.

| | | [added: | | | |] Year Ending December 31, [removed: 2020] [added: 2021] | | | | | | | | | [added: | | | | | | | | |]

| | | [removed: Volumes Hedged] | | | [added: | Volumes Hedged | | | | | |] Average Price | | | | | [removed: Percentage Hedged] | [added: | | | Percentage Hedged | | |]

| NGLs - excluding ethane (*MBbl/d*) - Conway/Mont Belvieu | | [removed: 10.3] | | | [added: | 10.4 | | | | | |] $ | [removed: 0.55] [added: 0.51] | | / gallon | | [removed: 63%] | [added: | | | 60% | | |]

| Condensate (*MBbl/d*) - WTI-NYMEX | | [removed: 3.0] | | | [added: | 2.9 | | | | | |] $ | [removed: 54.08] [added: 42.87] | | / Bbl | | [removed: 62%] | [added: | | | 74% | | |]

| Natural gas (*BBtu/d*) - NYMEX and basis | | [removed: 125.0] | | | [added: | 118.6 | | | | | |] $ | [removed: 2.39] [added: 2.64] | | / MMBtu | | [removed: 76%] | [added: | | | 75% | | |]

Our Natural Gas Gathering and Processing segment’s commodity price sensitivity is estimated as a hypothetical change in the price of NGLs, crude oil and natural gas at December 31, [removed: 2019.][added: 2020.]

[removed: | • |] [added: -] a $0.01 per gallon change in the composite price of NGLs, excluding ethane, would change adjusted EBITDA for the [removed: years] [added: year] ending December 31, [removed: 2020 and] 2021, by [removed: $2.5 million and $3.0 million, respectively; |][added: $2.7 million;]

[removed: | • |] [added: -] a $1.00 per barrel change in the price of crude oil would change adjusted EBITDA for the [removed: years] [added: year] ending December 31, [removed: 2020 and] 2021, by [removed: $1.5 million and $1.8 million, respectively;] [added: $1.4 million;] and [removed: |]

[removed: | • |] [added: -] a $0.10 per MMBtu change in the price of residue natural gas would change adjusted EBITDA for the [removed: years] [added: year] ending December 31, [removed: 2020 and] 2021, by [removed: $6.1 million and $7.1 million, respectively. |][added: $5.8 million.]

We are exposed to interest-rate risk through borrowings under our $2.5 Billion Credit Agreement, [removed: $1.5 Billion Term Loan Agreement,] commercial paper program and long-term debt issuances.

Future increases in [removed: LIBOR or the established replacement rate,] commercial paper rates or bond rates could expose us to increased interest costs on future borrowings.

At December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] we had forward-starting interest-rate swaps with notional amounts totaling [removed: $1.8] [added: $1.1] billion and [removed: $3.0] [added: $1.8] billion, respectively, to hedge the variability of interest payments on a portion of our forecasted debt issuances.

At December 31, [removed: 2019 and 2018,] [added: 2019,] we had interest-rate swaps with notional amounts totaling $1.3 billion to hedge the variability of our LIBOR-based interest [removed: payments.][added: payments, all of which have settled as of December 31, 2020.]

At December 31, [removed: 2018,] [added: 2020,] we had derivative [removed: assets of $19.0 million and derivative] liabilities of [removed: $99.3] [added: $203.4] million related to these interest-rate swaps.

We are not typically exposed to material credit risk with producers under [removed: POP with] fee [added: with POP] contracts as we sell the commodities and remit a portion of the sales proceeds back to the producer less our contractual fees.

In [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] approximately 90% [removed: and 95%, respectively,] of the downstream commodity sales in our Natural Gas Gathering and Processing segment were made to [removed: investment-grade customers, as] [added: customers] rated [added: investment-grade] by S&P, [removed: Moody’s or our] [added: approved through] comparable internal [removed: ratings,] [added: counterparty analysis,] or were secured by letters of credit or other collateral.

In [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] approximately [removed: 80%] [added: 75% and 80%, respectively,] of this segment’s commodity sales were made to [removed: investment-grade customers, as] [added: customers] rated [added: investment-grade] by S&P, [removed: Moody’s or our] [added: approved through] comparable internal [removed: ratings,] [added: counterparty analysis,] or were secured by letters of credit or other collateral.

In [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] approximately 85% of our revenues in this segment were from [removed: investment-grade customers, as] [added: customers] rated [added: investment-grade] by S&P, [removed: Moody’s or our] [added: approved through] comparable internal [removed: ratings,] [added: counterparty analysis,] or were secured by letters of credit or other collateral.

We utilize a sensitivity analysis model to assess the risk associated with our derivative portfolio.

The sensitivity analysis measures the potential change in fair value of our derivative instruments based upon a hypothetical 10% movement in the underlying commodity prices or interest rates.

In addition to these variables, the fair value of our derivative portfolio is influenced by fluctuations in the notional amounts of the instruments and the discount rates used to determine the present values.

Because we enter into these derivative instruments for the purpose of mitigating the risks that accompany certain of our business activities, as described below, the change in the market value of our derivative portfolio would typically be offset largely by a corresponding gain or loss on the hedged item.

The following table presents the effect a hypothetical 10% change in the underlying commodity prices would have on the estimated fair value of our commodity derivative instruments for the periods indicated:

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Commodity Contracts | | | December 31, 2020 | | | | | | December 31, 2019 | | |

| | | | (*Millions of dollars*) | | | | | | | | |

| Crude oil and NGLs | | | $ | 20.0 | | | | | $ | 26.1 | |

| Natural gas | | | 10.6 | | | | | | 12.7 | | |

| Total change in estimated fair value of commodity contracts | | | $ | 30.6 | | | | | $ | 38.8 | |

Our sensitivity analysis represents an estimate of the reasonably possible gains and losses that would be recognized on our commodity derivative contracts assuming hypothetical movements in future market prices and is not necessarily indicative of actual results that may occur.

Actual gains and losses may differ from estimates due to actual fluctuations in market prices, as well as changes in our commodity derivative portfolio during the year.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

In 2020, we settled $750 million of our forward-starting interest-rate swaps related to our underwritten public offerings of $1.75 billion senior unsecured notes and the remaining $1.3 billion of our interest-rate swaps used to hedge our LIBOR-based interest payments upon repayment of the remaining balance of our $1.5 Billion Term Loan Agreement.

The following table presents the effect of a 10% hypothetical change in interest rates on the estimated fair value of our interest- rate derivative instruments for the periods indicated:

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 31, 2020 | | | | | | December 31, 2019 | | |

| | | | (*Millions of dollars*) | | | | | | | | |

| Forward-starting interest-rate swaps | | | $ | 12.9 | | | | | $ | 40.5 | |

Our sensitivity analysis represents an estimate of the reasonably possible gains and losses that would be recognized on our interest-rate derivative contracts assuming hypothetical movements in future interest rates and is not necessarily indicative of actual results that may occur.

Actual gains and losses may differ from estimates due to actual fluctuations in interest rates, as well as changes in our interest-rate derivative portfolio during the year.

marketing activities and interest rates to ensure our hedging activities mitigate market risks.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Year Ending December 31, 2021 | | | | | | | | |

| Natural gas (*BBtu/d*) - NYMEX and basis | | 36.4 | | | $ | 2.43 | | / MMBtu | | 19% |

| | |

| --- | --- |

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.

*Customer concentration* - In 2019, no single customer represented more than 10% of our consolidated revenues.

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| | [added: | |] Legend | | | [removed: ] | | [added: | | | |  | | | | | |]

| | | | | [added: | | | | | | | |] We are connected to supply in natural gas and NGL producing basins and have significant basin diversification, including the Williston, Permian, Powder River and DJ Basins and the STACK and SCOOP areas. In our Natural Gas Gathering and Processing segment, we have more than 3 million dedicated acres in the Williston Basin and approximately 300,000 dedicated acres in the STACK and SCOOP areas. In our Natural Gas Liquids segment, we are the largest NGL takeaway provider in the Williston [removed: Basin;] [added: and Powder River Basins;] Oklahoma, including the STACK and SCOOP areas; Kansas; and the Texas Panhandle. We also have a significant presence in the Permian Basin. | | [added: | | | |]

| | | [added: | | | |] Natural Gas Gathering & Processing | | | | [added: | | | | | | | |]

| | | [added: | | | |] Natural Gas Liquids | | | | [added: | | | | | | | |]

| | | [added: | | | |] Natural Gas Pipelines | | | | [added: | | | | | | | |]

| Raw natural gas is typically gathered at the wellhead, compressed and transported through pipelines to our processing facilities. Most raw natural gas produced at the wellhead contains a mixture of NGL components, [removed: such as] [added: including] ethane, propane, iso-butane, normal butane and natural [removed: gasoline, which remain in a mixed unfractionated form.] [added: gasoline.] | | | | | | [added: | | | | | | | | | | | |]

| [added: Gathered wellhead natural gas is directed to our processing plants to remove NGLs, resulting in residue natural gas (primarily methane).] | | | | [added: | | | | | | | |] Once processed, residue natural gas is recompressed and delivered to intrastate and interstate natural gas [removed: pipelines.] [added: pipelines primarily in our Natural Gas Pipelines segment.] | | [added: | | | |]

| | | | | [removed: ] | | [added: | | | | | |  | | | | | |]

| NGLs extracted at processing plants, both third-party and our own, are then gathered by our NGL gathering pipelines. | | | | | | [added: | | | | | | | | | | | |]

| Gathered NGLs are directed to our downstream fractionators in the Mid-Continent region and Mont Belvieu, Texas, to be separated into purity products. | | | | | | [added: | | | | | | | | | | | |]

| | | | | [added: | | | | | | | |] Residue natural gas is transported to storage facilities and [removed: end-users,] [added: end users,] such as large industrial customers, natural gas and electric utilities serving commercial and residential consumers, and international markets through liquefied natural gas [removed: exports.] [added: exports and cross-border pipelines.] | | [added: | | | |]

| Purity products are stored or distributed to our customers, such as petrochemical companies, propane distributors, heating fuel users, ethanol producers, refineries and exporters. | | | | | | [added: | | | | | | | | | | | |]

[removed: Business Update and Market Conditions - We operate primarily fee-based businesses in each] [added: Each] of our three [removed: reportable segments,] [added: segments’ earnings are primarily fee-based,] and our consolidated earnings were [removed: approximately] [added: more than] 90% fee-based in [removed: 2019.][added: 2020.]

[added: Natural Gas -] In our Natural Gas Gathering and Processing segment, gathered and processed volumes [removed: increased] [added: decreased] in [removed: 2019,] [added: 2020,] compared with [removed: 2018,] [added: 2019,] due primarily to [removed: our capital-growth projects, new well connections and increased producer productivity.][added: natural production declines in the Mid-Continent region.]

[removed: Mid-Continent Region] [added: NGLs] - In our Natural Gas Liquids segment, [added: NGL volumes increased for the year ended December 31, 2020, compared with the same period in 2019, due primarily to increased volumes in the Rocky Mountain region, where] we are the largest NGL takeaway [removed: provider in the STACK and SCOOP areas where volumes continued to increase in 2019, compared with 2018.][added: provider.]

Our primary business strategy is to maintain prudent financial strength and flexibility while growing our fee-based earnings and [added: sustaining our] dividends per share with a focus on safe, reliable, environmentally responsible, legally compliant and [removed: sustainable] [added: reliable] operations for our customers, employees, contractors and the public through the following:

[removed: | • |] [added: -] Operate in a safe, [removed: reliable,] [added: reliable and] environmentally responsible [removed: and sustainable] manner - environmental, safety and health continues to be a primary focus for us, and our emphasis on personal and process safety has produced [removed: improvements] [added: improving trends] in the key indicators we track. [removed: We also continue to look for ways to reduce our environmental impact by conserving resources and utilizing more efficient technologies. In 2019, we were added to the Dow Jones Sustainability North America Index, which recognizes companies for industry-leading environmental, social and governance performance; |]

[removed: | • |] [added: -] Attract, select, develop, motivate, challenge and retain a diverse group of employees to support strategy execution - we continue to execute on our recruiting strategy that targets professional and field personnel in our operating areas. [removed: We also continue to focus on employee development efforts with our current employees and monitor our benefits and compensation package to remain competitive. |]

[removed: | • |] [added: -] Natural Gas Gathering and Processing; [removed: |]

[removed: | • |] [added: -] Natural Gas Liquids; and [removed: |]

[removed: | • |] [added: -] Natural Gas Pipelines. [removed: |]

*Rocky Mountain region* - The Williston Basin is located in portions of North Dakota and Montana and includes the oil-producing, NGL-rich Bakken Shale and Three Forks [removed: formations, and is an active drilling region.][added: formations.]

Our completed capital-growth projects in the Williston Basin [removed: have] increased our gathering and processing capacity and [removed: allow] [added: enable] us to capture increased natural gas production from new wells and previously flared natural gas production.

*Mid-Continent region* - The Mid-Continent region [removed: is an active drilling region and] includes the oil-producing, NGL-rich STACK and SCOOP areas and the Cana-Woodford Shale, Woodford Shale, Springer Shale, Meramec, Granite Wash and Mississippian Lime formations of Oklahoma and Kansas, and the Hugoton and Central Kansas Uplift Basins of Kansas.

[removed: | |  |][added: ]

*Property -* Our Natural Gas Gathering and Processing segment [removed: owns] [added: includes] the following assets:

[removed: | • |] [added: -] 18,900 miles of natural gas gathering pipelines; [removed: |]

[removed: | • |] [added: -] ten natural gas processing plants with 1.0 Bcf/d of processing capacity in the Mid-Continent region, and 12 natural gas processing plants with 1.5 Bcf/d of processing capacity in the Rocky Mountain region; and [removed: |]

[removed: | • |] [added: -] 14 MBbl/d of NGL fractionation capacity at various natural gas processing plants. [removed: |]

[removed: The additional capacity from these] [added: Our paused and suspended growth] projects [removed: is] [added: are] excluded from the assets listed above.

[removed: | • | POP] [added: - Fee] with [removed: fee] [added: POP] contracts with no producer take-in-kind rights - 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. [removed: After performing these services, we sell the commodities and remit a portion of the commodity sales proceeds to the producer less our contractual fees. This type of contract represented 63% and 60% of supply volumes in this segment for 2019 and 2018, respectively. |]

[removed: | • | POP] [added: - Fee] with [removed: fee] [added: POP] contracts with producer take-in-kind rights - We purchase a portion of the raw natural gas stream, charge fees for providing the midstream services listed above, 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. [removed: This type of contract represented 33% and 36% of supply volumes in this segment for 2019 and 2018, respectively. |]

[removed: | • |] [added: -] Fee-only - Under this type of contract, we charge a fee for the midstream services we provide, based on volumes gathered, processed, treated and/or compressed. [removed: Our fee-only contracts represented 4% of supply volumes in this segment in 2019 and 2018. |]

Utilization - The utilization rates for our natural gas processing plants were [removed: 84%] [added: 66%] and [removed: 83%] [added: 84%] for [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

[removed: Unconsolidated Affiliates] [added: *Property*] - Our Natural Gas [removed: Gathering and Processing] [added: Liquids] segment includes the following [removed: unconsolidated affiliates:][added: assets:]

Government Regulation [removed: \-] [added: -] The FERC traditionally has maintained that a natural gas processing plant is not a facility for the transportation or sale of natural gas in interstate commerce and, therefore, is not subject to jurisdiction under the Natural Gas Act.

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 [added: Kansas,] Missouri, Nebraska, Iowa and Illinois.

We [added: lease rail cars and] own and operate truck- and rail-loading and -unloading facilities connected to our NGL [removed: fractionation] [added: fractionation, storage] and pipeline assets.

[removed: | |  |][added: ]

[removed: *Property* -] [added: *Property -*] Our Natural Gas [removed: Liquids] [added: Pipelines] segment [removed: owns] [added: includes] the following assets:

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Business Update, Market Conditions and COVID-19 - Late in the first quarter 2020, the energy industry experienced historic events that led to a simultaneous demand and supply disruption.

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| Gathered wellhead natural gas is directed to our processing plants to remove NGLs, resulting in residue natural gas (primarily methane). | | | | | |

Volumes increased across our system in our Natural Gas Gathering and Processing and Natural Gas Liquids segments in 2019, compared with 2018, as a result of our completed capital-growth projects, continued drilling and producer improvements in production due to enhanced completion techniques, offset partially by natural production declines.

Since the beginning of 2018, we have completed several capital-growth projects that include NGL pipelines, NGL fractionators, natural gas processing plants and related natural gas and NGL infrastructure, and expect capital expenditures to decrease in 2020 and 2021, compared with 2019.

Our NGL projects in the Gulf Coast allow flexibility to add NGL fractionators, NGL storage and, potentially, new export facilities in the future.

We expect these projects to meet the needs of producers, natural gas processors and the petrochemical industry that require additional midstream infrastructure to accommodate increasing supply and demand.

We experienced fluctuating NGL location price differentials due to increased supply, increased demand in the Mid-Continent region, infrastructure constraints and slower demand growth in the Gulf Coast due primarily to delays in the startup of petrochemical facilities and constrained NGL export facilities.

The Conway-to-Mont Belvieu OPIS price differential for ethane in ethane/propane mix averaged $0.07 per gallon in 2019, compared with $0.15 per gallon in 2018, which resulted in lower earnings from our optimization and marketing activities in our Natural Gas Liquids segment.

We expect narrower NGL location price differentials in 2020.

Rocky Mountain Region - We expect to benefit from increased production in this region, which includes the Williston, Powder River and DJ Basins.

Our Demicks Lake I natural gas processing plant was placed in service in October 2019, and we expect it to reach its 200 MMcf/d capacity in the first quarter 2020 due to natural gas flaring by producers on our more than 3 million dedicated acres in the Williston Basin.

In addition, we completed construction of our Demicks Lake II natural gas processing plant in January 2020.

With continued volume growth expected, we are in the process of expanding our Bear Creek plant by 200 MMcf/d, which is expected to be completed in first quarter 2021, and recently announced plans to construct our Demicks Lake III natural gas processing plant, with capacity of 200 MMcf/d and expected completion in the third quarter 2021.

Upon completion of these projects, our total processing capacity will be approximately 1.9 Bcf/d in the Williston Basin and is expected to help producers meet North Dakota’s natural gas capture targets and add incremental NGLs to our NGL gathering system.

In our Natural Gas Liquids segment, we announced the completion of our Elk Creek pipeline in December 2019.

We are the largest NGL takeaway provider and expect our NGL pipelines to transport more than 240 MBbl/d of NGLs out of this region by the end of the first quarter 2020 due to a combination of growth in volumes from our new and existing processing plants, third-party processing plants and volumes previously transported by rail.

In addition, we recently announced an expansion of our Elk Creek pipeline to 400 MBbl/d by adding additional pump stations.

The project is expected to be fully completed in the third quarter 2021, with a portion of this incremental capacity available as early as first quarter 2021.

In April 2019, we announced a project to extend our Bakken NGL pipeline into an area of the Williston Basin with limited access to NGL pipeline takeaway capacity.

This project will provide connectivity for third-party processing plants to key NGL market centers as well as provide additional volumes to our Elk Creek pipeline.

To accommodate expected volumes, we are also expanding our Mid-Continent NGL fractionation facilities by 65 MBbl/d and constructing an extension of our Arbuckle II pipeline farther north.

We expect continued demand for our services from producers that need takeaway capacity for natural gas and NGLs out of this region.

In our Natural Gas Gathering and Processing segment, natural gas gathered and processed volumes increased in this region in 2019, compared with 2018, due primarily to new well connections.

We expect volumes in this region to decline modestly in 2020, compared with 2019.

Our Natural Gas Pipelines segment transports natural gas from more than 35 natural gas processing plants in Oklahoma.

We completed pipeline expansions to provide increased westbound transportation services from the STACK area to multiple interstate pipeline delivery points in western Oklahoma and a 150 MMcf/d eastbound expansion from the STACK and SCOOP areas to an eastern Oklahoma interstate pipeline delivery point.

Permian Basin - We expect our Natural Gas Liquids and Natural Gas Pipelines business segments to continue to benefit from increased production in the Permian Basin from the highly productive Delaware and Midland Basins.

In our Natural Gas Liquids segment, we are well-positioned in the Permian Basin through our West Texas LPG pipeline system.

Due to our

expansion of the system in the third quarter 2018 and new plant connections, volumes increased in 2019, compared with 2018.

We expect volumes to continue to increase on our West Texas LPG pipeline system as our previously announced second and third expansions are completed, which will increase the mainline capacity out of the Permian Basin by 80 MBbl/d in the first quarter 2020 and 40 MBbl/d in the first quarter 2021, respectively, as well as connect our West Texas LPG pipeline with our Arbuckle II pipeline in north Texas.

In addition, we recently announced the fourth expansion of our West Texas LPG pipeline system by 100 MBbl/d, which is expected to be completed in the second quarter 2021.

These projects are expected to position our West Texas LPG pipeline system for significant NGL volume growth and are backed by long-term acreage and/or plant dedications.

In our Natural Gas Pipelines segment, our Roadrunner joint venture and our WesTex pipeline are well-positioned to serve growth in the Permian Basin.

The Roadrunner pipeline connects with our existing natural gas pipeline and storage infrastructure in Texas and, together with our completed WesTex intrastate natural gas pipeline expansion project, creates future opportunities for us to deliver natural gas to Mexico and transport natural gas to other markets in the region.

Gulf Coast - Demand for NGLs is expected to increase at the Mont Belvieu, Texas, NGL market center as new world-scale ethylene production projects, petrochemical plant expansions and NGL export facilities continue to be completed.

We are constructing our Arbuckle II pipeline to support expected supply growth and transport NGLs to the Gulf Coast market center and have announced an expansion of our Arbuckle II pipeline to a total capacity of 500 MBbl/d.

NGL supply growth and other new NGL pipelines recently completed or being constructed, including our Elk Creek and West Texas LPG pipeline projects, are increasing NGL deliveries to Mont Belvieu, Texas.

While we have significant NGL fractionation and storage assets in this area, additional capacity is needed to accommodate expected volume growth.

[removed: FORM 10-K][added: FORM 10-K]

For the fiscal year ended December 31, [removed: 2019.][added: 2020.]

[removed: ][added: ]

| Oklahoma | [added: | |] 73-1520922 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | [added: | |] (I.R.S. Employer Identification No.) | [added: | |]

| 100 West Fifth Street, | | [added: | | | |] Tulsa, | [added: | |] OK | | [added: | | | |] 74103 | [added: | |]

| (Address of principal executive offices) | | | | | [added: | | | | | | | | | |] (Zip Code) | [added: | |]

Registrant’s telephone number, including area code [removed: (918) 588-7000][added: (918) 588-7000]

| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]

| Common stock, par value of $0.01 | [added: | |] OKE | [added: | |] New York Stock Exchange | [added: | |]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such [removed: reports)] [added: reports),] and (2) has been subject to such filing requirements for the past 90 days.

Aggregate market value of registrant’s common stock held by non-affiliates based on the closing trade price on June [removed: 28, 2019,] [added: 30, 2020,] was [removed: $28.1] [added: $14.5] billion.

On February [removed: 18, 2020,] [added: 16, 2021,] the Company had [removed: 413,319,000] [added: 444,983,595] shares of common stock outstanding.

Portions of the definitive proxy statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held May [removed: 20, 2020,] [added: 26, 2021,] are incorporated by reference in Part III.

[removed: 2019] [added: 2020] ANNUAL REPORT

| [removed: [Part I.](#s07A41C6EE810545EB05959FD9DE7D1CF)] [added: [Part I.](#i37abe3ac44cc47fc827eeb4bc0b992f0_13)] | | | [added: | | | | | |] Page No. | [added: | |]

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| [Item [removed: 11.](#s8E415F0B062355E98C1D8BAA32568E96)] [added: 11.](#i37abe3ac44cc47fc827eeb4bc0b992f0_277)] | [added: | |] [Executive [removed: Compensation](#s8E415F0B062355E98C1D8BAA32568E96)] [added: Compensation](#i37abe3ac44cc47fc827eeb4bc0b992f0_277)] | | [removed: [113](#s8E415F0B062355E98C1D8BAA32568E96)] | [added: | | | [107](#i37abe3ac44cc47fc827eeb4bc0b992f0_277) | | |]

| [Item [removed: 12.](#s10690C4DA8A95701A38B8FE9B8F5714E)] [added: 12.](#i37abe3ac44cc47fc827eeb4bc0b992f0_280)] | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s10690C4DA8A95701A38B8FE9B8F5714E)] [added: Matters](#i37abe3ac44cc47fc827eeb4bc0b992f0_280)] | | [removed: [113](#s10690C4DA8A95701A38B8FE9B8F5714E)] | [added: | | | [108](#i37abe3ac44cc47fc827eeb4bc0b992f0_280) | | |]

| [Item [removed: 13.](#sBD9FCC225DD85D58B08C40FCE2B2A75E)] [added: 13.](#i37abe3ac44cc47fc827eeb4bc0b992f0_283)] | [added: | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#sBD9FCC225DD85D58B08C40FCE2B2A75E)] [added: Independence](#i37abe3ac44cc47fc827eeb4bc0b992f0_283)] | | [removed: [114](#sBD9FCC225DD85D58B08C40FCE2B2A75E)] | [added: | | | [108](#i37abe3ac44cc47fc827eeb4bc0b992f0_283) | | |]

| [Item [removed: 14.](#s5B3134119BFD5B3DBB7B25E2F3934CD9)] [added: 14.](#i37abe3ac44cc47fc827eeb4bc0b992f0_286)] | [added: | |] [Principal Accounting Fees and [removed: Services](#s5B3134119BFD5B3DBB7B25E2F3934CD9)] [added: Services](#i37abe3ac44cc47fc827eeb4bc0b992f0_286)] | | [removed: [114](#s5B3134119BFD5B3DBB7B25E2F3934CD9)] | [added: | | | [108](#i37abe3ac44cc47fc827eeb4bc0b992f0_286) | | |]

| [removed: [Part IV.](#sD56F70D9C9425EC983D845871C25A84D)] [added: [Part IV.](#i37abe3ac44cc47fc827eeb4bc0b992f0_289)] | | | | [added: | | | | | | | |]

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| [Item [removed: 16.](#s866890BCFA18593BA07F9873311D7A6B)] [added: 16.](#i37abe3ac44cc47fc827eeb4bc0b992f0_295)] | [added: | |] [Form 10-K [removed: Summary](#s866890BCFA18593BA07F9873311D7A6B)] [added: Summary](#i37abe3ac44cc47fc827eeb4bc0b992f0_295)] | | [removed: [122](#s866890BCFA18593BA07F9873311D7A6B)] | [added: | | | [117](#i37abe3ac44cc47fc827eeb4bc0b992f0_295) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| [Signatures](#i37abe3ac44cc47fc827eeb4bc0b992f0_298) | | | | | | | | | [118](#i37abe3ac44cc47fc827eeb4bc0b992f0_298) | | |

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| CARES Act | | | Coronavirus Aid, Relief, and Economic Security Act | | |

| COVID-19 | | | Coronavirus disease 2019 | | |

| EPS | | | Earnings per share of common stock | | |

| Fitch | | | Fitch Ratings, Inc. | | |

| ICE | | | Intercontinental Exchange | | |

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(Check one)

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| [Signatures](#s849DEEC9DA6C52DA99C1827132C8C14D) | | | [123](#s849DEEC9DA6C52DA99C1827132C8C14D) |

| Btu | British thermal unit |

| Merger Transaction | The transaction, effective June 30, 2017, in which ONEOK acquired all of ONEOK Partners’ outstanding common units not already directly or indirectly owned by ONEOK |

| ONEOK | ONEOK, Inc. |

| WTLPG | West Texas LPG Pipeline Limited Partnership |

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| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |

Our common stock is listed on the NYSE under the trading symbol “OKE.” The corporate name ONEOK is used in newspaper stock listings.

At February 18, 2020, there were 14,001 holders of record of our 413,319,000 outstanding shares of common stock.

For information regarding our Employee Stock Award Program and other equity compensation plans see Note J of the Notes to Consolidated Financial Statements and “Equity Compensation Plan Information” included in Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, in this Annual Report.

PERFORMANCE GRAPH

The following performance graph compares the performance of our common stock with the S&P 500 Index, the Alerian Midstream Energy Select Index and a ONEOK Peer Group during the period beginning on December 31, 2014, and ending on December 31, 2019.

The graph assumes a $100 investment in our common stock and in each of the indices at the beginning of the period and a reinvestment of dividends paid on such investments throughout the period.

Value of $100 Investment, Assuming Reinvestment of Distributions/Dividends,

at December 31, 2014, and at the End of Every Year Through December 31, 2019.


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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Cumulative Total Return | | | | | | | | | | | | | | | | | | |

| | | Years Ended December 31, | | | | | | | | | | | | | | | | | | |

| | | 2015 | | | | 2016 | | | | 2017 | | | | 2018 | | | | 2019 | | |

| ONEOK, Inc. | | $ | 52.64 | | | $ | 131.26 | | | $ | 128.53 | | | $ | 136.60 | | | $ | 201.86 | |

| S&P 500 Index | | $ | 101.37 | | | $ | 113.49 | | | $ | 138.26 | | | $ | 132.19 | | | $ | 173.80 | |

| ONEOK Peer Group (a) | | $ | 55.66 | | | $ | 78.90 | | | $ | 73.65 | | | $ | 63.01 | | | $ | 68.41 | |

| Alerian Midstream Energy Select Index (b) | | $ | 62.86 | | | $ | 90.08 | | | $ | 90.52 | | | $ | 74.34 | | | $ | 90.52 | |

(a) - The ONEOK Peer Group is composed of the following companies: DCP Midstream, LP; Enable Midstream Partners, LP; Energy Transfer LP.; EnLink Midstream, LLC; Enterprise Products Partners L.P.; Kinder Morgan, Inc.; Magellan Midstream Partners, L.P.; MPLX LP; NuStar Energy L.P.; Plains All American Pipeline, L.P.; Targa Resources Corp.; and The Williams Companies, Inc.

(b) - The Alerian Midstream Energy Select Index measures the composite performance of approximately 35 North American energy infrastructure companies who are engaged in midstream activities involving energy commodities.

Our common stock is listed on the NYSE under the trading symbol “OKE.” The corporate name ONEOK is used in newspaper stock listings.

At February 16, 2021, there were 13,844 holders of record of our 444,983,595 outstanding shares of common stock.

For information regarding our Employee Stock Award Program and other equity compensation plans, see Note J of the Notes to Consolidated Financial Statements and “Equity Compensation Plan Information” included in Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, in this Annual Report.

PERFORMANCE GRAPH

The following performance graph compares the performance of our common stock with the S&P 500 Index, the Alerian Midstream Energy Select Index and a ONEOK Peer Group during the period beginning on December 31, 2015, and ending on December 31, 2020.

Value of a $100 Investment, Assuming Reinvestment of Distributions/Dividends,

at December 31, 2015, and at the End of Every Year Through December 31, 2020.


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| | | | | | | Cumulative Total Return | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2016 | | | | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | |

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| ONEOK, Inc. | | | | | | $ | 249.37 | | | | | $ | 244.18 | | | | | $ | 259.53 | | | | | $ | 383.51 | | | | | $ | 217.21 | |

| S&P 500 Index | | | | | | $ | 111.96 | | | | | $ | 136.40 | | | | | $ | 130.42 | | | | | $ | 171.49 | | | | | $ | 203.04 | |

| ONEOK Peer Group (a) | | | | | | $ | 148.02 | | | | | $ | 138.01 | | | | | $ | 117.37 | | | | | $ | 127.36 | | | | | $ | 90.69 | |

| Alerian Midstream Energy Select Index (b) | | | | | | $ | 143.55 | | | | | $ | 144.65 | | | | | $ | 119.08 | | | | | $ | 145.69 | | | | | $ | 111.56 | |

(a) - The ONEOK Peer Group is composed of the following companies: DCP Midstream, LP; Enable Midstream Partners, LP; Energy Transfer LP; EnLink Midstream, LLC; Enterprise Products Partners L.P.; Kinder Morgan, Inc.; Magellan Midstream Partners, L.P.; MPLX LP; NuStar Energy L.P.; Plains All American Pipeline, L.P.; Targa Resources Corp.; and The Williams Companies, Inc.

(b) - The Alerian Midstream Energy Select Index measures the composite performance of approximately 36 North American energy infrastructure companies who are engaged in midstream activities involving energy commodities.

| | | [added: | | | |] Years Ended December 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| | | [added: | | | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |

| | | [added: | | | |] (*Millions of dollars, except per share data*) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| Revenues | | [added: | | | |] $ | [removed: 10,164.4] [added: 8,542.2] | | | [added: | |] $ | [removed: 12,593.2] [added: 10,164.4] | | | [added: | |] $ | [removed: 12,173.9] [added: 12,593.2] | | | [added: | |] $ | [removed: 8,920.9] [added: 12,173.9] | | | [added: | |] $ | [removed: 7,763.2] [added: 8,920.9] | |

| Net income | | [added: | | | |] $ | [removed: 1,278.6] [added: 612.8] | | | [added: | |] $ | [removed: 1,155.0] [added: 1,278.6] | | | [added: | |] $ | [removed: 593.5] [added: 1,155.0] | | | [added: | |] $ | [removed: 743.5] [added: 593.5] | | | [added: | |] $ | [removed: 379.2] [added: 743.5] | |

| Total assets | | [added: | | | |] $ | [removed: 21,812.1] [added: 23,078.8] | | | [added: | |] $ | [removed: 18,231.7] [added: 21,812.1] | | | [added: | |] $ | [removed: 16,845.9] [added: 18,231.7] | | | [added: | |] $ | [removed: 16,138.8] [added: 16,845.9] | | | [added: | |] $ | [removed: 15,446.1] [added: 16,138.8] | |

| Long-term debt, including current maturities | | [added: | | | |] $ | [removed: 12,487.4] [added: 14,236.1] | | | [added: | |] $ | [removed: 9,381.0] [added: 12,487.4] | | | [added: | |] $ | [removed: 8,524.3] [added: 9,381.0] | | | [added: | |] $ | [removed: 8,330.6] [added: 8,524.3] | | | [added: | |] $ | [removed: 8,434.2] [added: 8,330.6] | |

| Basic | | [added: | | | |] $ | [removed: 3.09] [added: 1.42] | | | [added: | |] $ | [removed: 2.80] [added: 3.09] | | | [added: | |] $ | [removed: 1.30] [added: 2.80] | | | [added: | |] $ | [removed: 1.67] [added: 1.30] | | | [added: | |] $ | [removed: 1.17] [added: 1.67] | |

| Diluted | | [added: | | | |] $ | [removed: 3.07] [added: 1.42] | | | [added: | |] $ | [removed: 2.78] [added: 3.07] | | | [added: | |] $ | [removed: 1.29] [added: 2.78] | | | [added: | |] $ | [removed: 1.66] [added: 1.29] | | | [added: | |] $ | [removed: 1.16] [added: 1.66] | |

| Dividends declared per share of common stock | | [added: | | | |] $ | [removed: 3.53] [added: 3.74] | | | [added: | |] $ | [removed: 3.245] [added: 3.53] | | | [added: | |] $ | [removed: 2.72] [added: 3.245] | | | [added: | |] $ | [removed: 2.46] [added: 2.72] | | | [added: | |] $ | [removed: 2.43] [added: 2.46] | |

Upon adoption of Topic 606 in January 2018, we determined that certain Natural Gas Gathering and Processing segment [removed: POP with] fee [added: with POP] contracts and Natural Gas Liquids segment exchange services contracts that include the purchase of commodities are supplier contracts.

In [removed: the fourth quarter] 2017, we recorded a one-time noncash charge to net income through income tax expense of $141.3 million, related to the revaluation of our deferred tax balances and a valuation allowance on certain state net operating loss and tax credit carryforwards resulting from the enactment of the Tax Cuts and Jobs Act.

[removed: We] [added: In 2017, we] recorded noncash impairment charges of $20.2 [removed: million and $264.3 million in 2017 and 2015, respectively.][added: million.]

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| EPS - total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

In 2020, we incurred $644.9 million in noncash impairment charges, which had an adverse impact on our financial results for the year ended December 31, 2020.

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| Earnings per share - total | | | | | | | | | | | | | | | | | | | | |

In 2019, we completed underwritten public offerings of $1.25 billion and $2.0 billion senior unsecured notes in March and August, respectively, primarily to fund our capital-growth projects.

For more information, see Note L in the Notes to the Consolidated Financial Statements in this Annual Report.

Also in 2017, we incurred a $20.0 million noncash expense related to our Series E Preferred Stock contribution to the Foundation and operating costs related to the Merger Transaction of $30.0 million.

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| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |

The following discussion and analysis should be read in conjunction with Part I, Item 1, Business, our audited Consolidated Financial Statements and the Notes to Consolidated Financial Statements in this Annual Report.

RECENT DEVELOPMENTS

Please refer to the “Financial Results and Operating Information” and “Liquidity and Capital Resources” sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report for additional information.

Market Conditions - Volumes increased across our system in our Natural Gas Gathering and Processing and Natural Gas Liquids segments in 2019, compared with 2018, which resulted in higher fee-based earnings, primarily as a result of our completed capital-growth projects, continued drilling and producer improvements in production due to enhanced completion techniques, offset partially by natural production declines.

We experienced fluctuating NGL location price differentials due to increased supply, increased demand in the Mid-Continent region, infrastructure constraints and slower demand growth in the Gulf Coast due primarily to delays in the startup of petrochemical facilities and constrained NGL export facilities.

The Conway-to-Mont Belvieu OPIS price differential for ethane in ethane/propane mix averaged $0.07 per gallon in 2019, compared with $0.15 per gallon in 2018, which resulted in lower

earnings from our optimization and marketing activities in our Natural Gas Liquids segment.

We expect narrower NGL location price differentials in 2020.

Ethane Opportunity - Ethane volumes under long-term contracts delivered to our NGL system averaged 385 MBbl/d in 2019, compared with 380 MBbl/d in 2018, and have generally been increasing since 2017, primarily as a result of NGL demand increasing from exports and petrochemical companies completing ethylene production projects and plant expansions.

Our NGL capital-growth projects are expected to help alleviate system constraints, enabling additional NGLs, including ethane, to reach the Mont Belvieu, Texas, market center.

Northern Border Pipeline, which provides key natural gas takeaway capacity out of the Williston Basin, recently notified shippers that it plans to place restrictions on the Btu content of the residue natural gas it receives in order to meet downstream pipeline specifications.

When these restrictions take effect, natural gas processors in the Williston Basin may recover incremental ethane into the NGL stream in order to lower the Btu content of the residue natural gas delivered to Northern Border Pipeline.

As a result, ethane deliveries to our NGL system may increase.

Growth Projects \- Our announced large capital-growth projects that have recently been completed or are currently under construction are outlined in the tables below:

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| --- | --- | --- | --- |

| Project | Scope | Approximate Costs (a) | Expected Completion |

| Natural Gas Gathering and Processing | | (*In millions*) | |

| Demicks Lake I plant and related infrastructure | 200 MMcf/d processing plant and related gathering infrastructure in the core of the Williston Basin | $400 | Completed October 2019 |

| | Supported by acreage dedications with long-term primarily fee-based contracts | | |

| Demicks Lake II plant and related infrastructure | 200 MMcf/d processing plant and related gathering infrastructure in the core of the Williston Basin | $410 | Completed January 2020 |

| Bear Creek plant expansion and related infrastructure | 200 MMcf/d processing plant expansion and related gathering infrastructure in the Williston Basin | $405 | First Quarter 2021 |

| Demicks Lake III plant and related infrastructure | 200 MMcf/d processing plant and related gathering infrastructure in the core of the Williston Basin | $305 | Third Quarter 2021 |

| | Supported by acreage dedications with primarily fee-based contracts | | |

| (a) - Excludes capitalized interest/AFUDC. | | | |

| Natural Gas Liquids | | | |

| Elk Creek pipeline and related infrastructure | 900-mile NGL pipeline from the Williston Basin to the Mid-Continent region, with capacity of up to 240 MBbl/d, and related infrastructure | $1,400 | Completed December 2019 (b) |

| | Anchored by long-term contracts | | |

| | Expansion capability up to 400 MBbl/d with additional pump facilities | | |

| Arbuckle II pipeline and related infrastructure | 530-mile NGL pipeline from the STACK area to Mont Belvieu, Texas, with initial capacity up to approximately 400 MBbl/d, and related infrastructure | $1,360 | First Quarter 2020 |

| | Supported by long-term contracts | | |

To the Board of Directors and Shareholders of ONEOK, [removed: Inc.:][added: Inc.]

We have audited the accompanying consolidated balance sheets of ONEOK, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2019 and 2018,] [added: 2020] and [added: 2019,] 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, [removed: 2019,] [added: 2020,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] 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, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] 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, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

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

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 [added: 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]

[removed: 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.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] 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 [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As described in Notes [removed: A, B] [added: A] and [removed: C] [added: B] to the consolidated financial statements, the Company’s level 3 commodity [added: contracts] derivative assets and liabilities total [removed: $55.6] [added: $103.8] million and [removed: $24.8] [added: $135.1] million, respectively, as of December 31, [removed: 2019.][added: 2020.]

Management records all derivative instruments at fair value, [removed: except for] [added: with the exception of] normal purchases and normal sales transactions that are expected to result in physical delivery.

[removed: Fair value measurements classified as Level 3] [added: These balances] are [removed: comprised] [added: 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.

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 [removed: there was] [added: (i) the] significant [removed: estimation] [added: judgment] by management to determine the fair value of these [removed: derivatives] [added: derivatives; (ii) a high degree of auditor judgment, subjectivity and effort in evaluating audit evidence related to the valuation] due to the use of internally developed commodity price [removed: curves,] [added: curves] that incorporate market data from broker quotes and third-party pricing [removed: services.][added: services; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

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 [added: estimate to evaluate the reasonableness of management’s] estimate.

Developing the independent estimate involved testing the completeness and accuracy of data [removed: used] [added: provided by management] and evaluating management’s assumptions related to the internally developed commodity price [removed: curves.][added: curves which incorporate market data from broker quotes and third-party pricing services.]

| ONEOK, Inc. and Subsidiaries | | | | | | | | | | | | | [added: | | | | | | | |]

| CONSOLIDATED STATEMENTS OF INCOME | | | | | | | | | | | | | [added: | | | | | | | |]

| | | [added: | | | |] Years Ended December 31, | | | | | | | | | | | [added: | | | |]

| | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | | [removed: 2017] | | [added: 2019] | [added: | | | | | 2018 | | |]

| | | [added: | | | |] (*Thousands of dollars, except per share amounts*) | | | | | | | | | | | [added: | | | |]

| Revenues | | | | | | | | | | | | | [added: | | | | | | | |]

| Commodity sales | | [added: | | | |] $ | [removed: 8,916,047] [added: 7,255,259] | | | [added: | |] $ | [removed: 11,395,642] [added: 8,916,047] | | | [added: | |] $ | [removed: 9,862,652] [added: 11,395,642] | |

| Services | | [removed: 1,248,320] | | | | [removed: 1,197,554] [added: 1,286,983] | | | | [removed: 2,311,255] | | [added: 1,248,320] | [added: | | | | | 1,197,554 | | |]

| Total revenues (Note P) | | [removed: 10,164,367] | | | | [removed: 12,593,196] [added: 8,542,242] | | | | [removed: 12,173,907] | | [added: 10,164,367] | [added: | | | | | 12,593,196 | | |]

| Cost of sales and fuel (exclusive of items shown separately below) | | [removed: 6,788,040] | | | | [removed: 9,422,708] [added: 5,110,146] | | | | [removed: 9,538,045] | | [added: 6,788,040] | [added: | | | | | 9,422,708 | | |]

| Operations and maintenance | | [removed: 863,708] | | | | [removed: 803,146] [added: 761,176] | | | | [removed: 724,314] | | [added: 863,708] | [added: | | | | | 803,146 | | |]

| Depreciation and amortization | | [removed: 476,535] | | | | [removed: 428,557] [added: 578,662] | | | | [removed: 406,335] | | [added: 476,535] | [added: | | | | | 428,557 | | |]

| General taxes | | [removed: 119,156] | | | | [removed: 103,922] [added: 125,028] | | | | [removed: 98,396] | | [added: 119,156] | [added: | | | | | 103,922 | | |]

| (Gain) loss on sale of assets | | [removed: 2,575] | | | | [removed: (601] [added: (1,327)] | | [removed: )] | | [removed: (924] | | [removed: )] [added: 2,575] | [added: | | | | | (601) | | |]

| Operating income | | [removed: 1,914,353] | | | | [removed: 1,835,464] [added: 1,361,357] | | | | [removed: 1,391,771] | | [added: 1,914,353] | [added: | | | | | 1,835,464 | | |]

| Equity in net earnings from investments (Note M) | | [removed: 154,541] | | | | [removed: 158,383] [added: 143,241] | | | | [removed: 159,278] | | [added: 154,541] | [added: | | | | | 158,383 | | |]

| Impairment of equity investments (Note [removed: M)] [added: A)] | | [removed: —] | | | | [added: (37,730) | | | | | |] — | | | | [removed: (4,270] | | [removed: )] [added: —] | [added: | |]

| Allowance for equity funds used during construction | | [removed: 64,815] | | | | [removed: 7,962] [added: 23,662] | | | | [removed: 107] | | [added: 64,815] | [added: | | | | | 7,962 | | |]

| Other income | | [removed: 27,058] | | | | [removed: 674] [added: 43,745] | | | | [removed: 15,385] | | [added: 27,058] | [added: | | | | | 674 | | |]

| Other expense | | [removed: (18,003] | | [removed: )] | | [removed: (14,928] [added: (19,073)] | | [removed: )] | | [removed: (35,812] | | [removed: )] [added: (18,003)] | [added: | | | | | (14,928) | | |]

| Interest expense (net of capitalized interest of [removed: $107,275, $28,062] [added: $75,436, $107,275] and [removed: $5,510,] [added: $28,062,] respectively) | | [removed: (491,773] | | [removed: )] | | [removed: (469,620] [added: (712,886)] | | [removed: )] | | [removed: (485,658] | | [removed: )] [added: (491,773)] | [added: | | | | | (469,620) | | |]

| Income before income taxes | | [removed: 1,650,991] | | | | [removed: 1,517,935] [added: 802,316] | | | | [removed: 1,040,801] | | [added: 1,650,991] | [added: | | | | | 1,517,935 | | |]

| Income taxes (Note L) | | [removed: (372,414] | | [removed: )] | | [removed: (362,903] [added: (189,507)] | | [removed: )] | | [removed: (447,282] | | [removed: )] [added: (372,414)] | [added: | | | | | (362,903) | | |]

| Net income | | [removed: 1,278,577] | | | | [removed: 1,155,032] [added: 612,809] | | | | [removed: 593,519] | | [added: 1,278,577] | [added: | | | | | 1,155,032 | | |]

Fair value measurements classified as Level 3 are composed predominantly of exchange-cleared and over-the-counter derivatives to hedge NGL price risk and natural gas basis risk.

*Long-Lived Asset Impairment – Asset Group in the Powder River Basin*

As described in Notes A and B to the consolidated financial statements, the Company’s net property, plant and equipment balance was $19.2 billion as of December 31, 2020.

Management assesses the Company’s long-lived assets for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable.

If an impairment is indicated, the Company will record an impairment loss equal to the difference between the carrying value and the fair value of the long-lived asset.

In 2020, Management evaluated the Natural Gas Gathering and Processing segment asset groups and determined that the carrying value of certain long-lived asset groups were not recoverable and exceeded their estimated fair value.

The Company recorded noncash impairment charges of $382.2 million in its Natural Gas Gathering and Processing segment, of which a portion includes a natural gas processing plant and infrastructure in the Powder River Basin and its related supply contracts.

To estimate the fair value, Management used the income approach.

Under the income approach, the discounted cash flow analysis included the following inputs that are not readily available: a discount rate reflective of industry cost of capital, estimated contract rates, volumes, operating margins, operating and maintenance costs, and capital expenditures.

The principal considerations for our determination that performing procedures relating to long-lived asset impairments of an asset group in the Powder River Basin is a critical audit matter are (i) the significant judgment by management when developing the fair value of the long-lived asset and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to volumes and operating margins.

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 management’s long-lived asset impairment assessment, including the controls over the valuation of long-lived assets.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of an asset group in the Powder River Basin; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of underlying data used in the model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the volumes and operating margins.

Evaluating management’s assumptions related to the volumes and operating margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the asset group and (ii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

February 23, 2021

| Impairment charges (Note A) | | | | | | 607,200 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | |

| Basic EPS (Note I) | | | | | | $ | 1.42 | | | | | $ | 3.09 | | | | | $ | 2.80 | |

| | | | | | | | | | | | | | | | | | | | | |

| Diluted EPS (Note I) | | | | | | $ | 1.42 | | | | | $ | 3.07 | | | | | $ | 2.78 | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2020 | | | | | | 2019 | | |

| Investments in unconsolidated affiliates (Note M) | | | | | | 805,032 | | | | | | 861,844 | | |

| | | | | | | 2020 | | | | | | 2019 | | |

| Accrued taxes | | | | | | 89,428 | | | | | | 75,422 | | |

| Operating lease liability (Note O) | | | | | | 13,610 | | | | | | 1,883 | | |

| Other current liabilities | | | | | | 83,032 | | | | | | 210,213 | | |

| Operating lease liability (Note O) | | | | | | 87,610 | | | | | | 13,509 | | |

| Other deferred credits | | | | | | 706,081 | | | | | | 536,543 | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ONEOK, Inc. and Subsidiaries | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 612,809 | | | | | $ | 1,278,577 | | | | | $ | 1,155,032 | |

| Depreciation and amortization | | | | | | 578,662 | | | | | | 476,535 | | | | | | 428,557 | | |

| Other, net | | | | | | 35,327 | | | | | | (26,101) | | | | | | 23,570 | | |

| Other, net | | | | | | (106,956) | | | | | | (14,577) | | | | | | (170) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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.

February 25, 2020

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Impairment of long-lived assets (Note D) | | — | | | | — | | | | 15,970 | | |

| 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 | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Finance lease liability (Note O) | | 1,949 | | | | 1,765 | | |

| Other current liabilities | | 285,569 | | | | 211,110 | | |

| Finance lease liability (Note O) | | 24,296 | | | | 26,244 | | |

| Other deferred credits | | 525,756 | | | | 424,383 | | |

| Noncash contribution of preferred stock, net of tax | | — | | | | — | | | | 12,600 | | |

| Share-based compensation expense | | 37,147 | | | | 31,664 | | | | 26,262 | | |

| Allowance for equity funds used during construction | | (64,815 | | ) | | (7,962 | | ) | | (107 | | ) |

| Contributions to unconsolidated affiliates | | (4,028 | | ) | | (1,748 | | ) | | (87,861 | | ) |

| Other, net | | (10,549 | | ) | | 1,578 | | | | 3,879 | | |

| Cash and cash equivalents at beginning of period | | 11,975 | | | | 37,193 | | | | 248,875 | | |

| | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| January 1, 2017 | | 245,811,180 | | | — | | | $ | 2,458 | | | $ | — | | | $ | 1,234,314 | |

| Preferred stock issued | | — | | | 20,000 | | | — | | | | — | | | | 20,000 | | |

| Common stock issued | | 8,434,223 | | | — | | | 85 | | | | — | | | | 456,537 | | |

| Acquisition of noncontrolling interests (Note G) | | 168,920,831 | | | — | | | 1,689 | | | | — | | | | 5,228,580 | | |

| January 1, 2017 | | $ | (154,350 | ) | | $ | — | | | $ | (893,677 | ) | | $ | 3,240,170 | | | $ | 3,428,915 | |

| Net income | | — | | | | 387,841 | | | | — | | | | 205,678 | | | | 593,519 | | |

| Other comprehensive income (loss) | | 6,108 | | | | — | | | | — | | | | 31,026 | | | | 37,134 | | |

| Preferred stock issued | | — | | | | — | | | | — | | | | — | | | | 20,000 | | |

| Acquisition of noncontrolling interests (Note G) | | (40,288 | | ) | | — | | | | — | | | | (3,043,519 | | ) | | 2,146,462 | | |

| Cumulative effect adjustment for adoption of ASUs (b) | | (38,101 | | ) | | 39,803 | | | | — | | | | 17 | | | | 1,719 | | |

| Common stock dividends - $3.245 per share (Note G) | | — | | | | (1,190,406 | | ) | | — | | | | — | | | | (1,335,211 | | ) |

| Distributions to noncontrolling interests | | — | | | | — | | | | — | | | | (3,500 | | ) | | (3,500 | | ) |

| Cumulative effect adjustment for adoption of ASU 2016-02 (Note A) | | — | | | | (67 | | ) | | — | | | | — | | | | (67 | | ) |

| Other, net | | — | | | | — | | | | — | | | | — | | | | (23,155 | | ) |

(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.

| | |

| --- | --- |

| • | 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. |

Our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report based on the evaluation of the controls and procedures required by Rules [removed: 13a-15(e)] [added: 13a-15(b)] and [removed: 15d-15(e)] [added: 15d-15(b)] of the Exchange Act.

Based on our evaluation under that framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein (Item 8).

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2019,] [added: 2020,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Information concerning our directors is set forth in our [removed: 2020] [added: 2021] definitive Proxy Statement and is incorporated herein by this reference.

Information on compliance with Section 16(a) of the Exchange Act is set forth in our [removed: 2020] [added: 2021] definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the code of ethics, or code of business conduct, is set forth in our [removed: 2020] [added: 2021] definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the Nominating Committee procedures is set forth in our [removed: 2020] [added: 2021] definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the Audit Committee is set forth in our [removed: 2020] [added: 2021] definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the Audit Committee Financial Experts is set forth in our [removed: 2020] [added: 2021] definitive Proxy Statement and is incorporated herein by this reference.

Information on executive compensation is set forth in our [removed: 2020] [added: 2021] definitive Proxy Statement and is incorporated herein by this reference.

| | |

| --- | --- |

| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |

Security Ownership of Certain Beneficial Owners

Information concerning the ownership of certain beneficial owners is set forth in our 2020 definitive Proxy Statement and is incorporated herein by this reference.

Security Ownership of Management

Information on security ownership of directors and officers is set forth in our 2020 definitive Proxy Statement and is incorporated herein by this reference.

Equity Compensation Plan Information

The following table sets forth certain information concerning our equity compensation plans as of December 31, 2019:

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | | | Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities in Column (a)) | | |

| Plan Category | | (a) | | | | (b) (3) | | | | | (c) | | |

| Equity compensation plans approved by security holders (1) | | 2,076,295 | | | | $ | 64.33 | | | | 8,960,329 | | |

| Equity compensation plans not approved by security holders (2) | | 350,029 | | | | $ | 75.67 | | | | — | | |

| Total | | 2,426,324 | | | | $ | 65.96 | | | | 8,960,329 | | |

(1) - Includes shares granted under our Employee Stock Purchase Plan and Employee Stock Award Program and restricted stock incentive unit awards and performance unit awards granted under our former Long-Term Incentive Plan, our former Equity Compensation Plan and our Equity Incentive Plan.

For a brief description of the material features of these plans, see Note J of the Notes to Consolidated Financial Statements in this Annual Report.

Column (a) includes shares based on 100% of the performance units vesting at the end of the three-year performance period.

Column (c) includes 1,211,710, 133,075 and 7,615,544 shares available for future issuance under our Employee Stock Purchase Plan, Employee Stock Award Program and Equity Incentive Plan, respectively.

(2) - Includes our NQDC Plan, Deferred Compensation Plan for Non-Employee Directors and our former Stock Compensation Plan for Non-Employee Directors.

(3) - Compensation deferred into our common stock under our former Equity Compensation Plan and our Deferred Compensation Plan for Non-Employee Directors is distributed to participants at fair market value on the date of distribution.

The price used for these plans to calculate the weighted-average exercise price in the table is $75.67, which represents the 2019 year-end closing price of our common stock on the NYSE.

| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |

Information on certain relationships and related transactions and director independence is set forth in our 2020 definitive Proxy Statement and is incorporated herein by this reference.

Security Ownership of Certain Beneficial Owners

Information concerning the ownership of certain beneficial owners is set forth in our 2021 definitive Proxy Statement and is incorporated herein by this reference.

Security Ownership of Management

Information on security ownership of directors and officers is set forth in our 2021 definitive Proxy Statement and is incorporated herein by this reference.

Equity Compensation Plan Information

The following table sets forth certain information concerning our equity compensation plans as of December 31, 2020:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | | | | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | | | | | | | | | | Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities in Column (a)) | | | | | |

| Plan Category | | | | | | (a) | | | | | | | | | (b) (3) | | | | | | | | | | | | (c) | | | | | |

| Equity compensation plans approved by security holders (1) | | | | | | 2,854,622 | | | | | | | | | | | | — | | | | | | | | | 7,937,940 | | | | | |

| Equity compensation plans not approved by security holders (2) | | | | | | 295,620 | | | | | | | | | $ | | | 38.38 | | | | | | | | | — | | | | | |

| Total | | | | | | 3,150,242 | | | | | | | | | $ | | | 38.38 | | | | | | | | | 7,937,940 | | | | | |

(1) - Includes shares granted under our Employee Stock Purchase Plan, Employee Stock Award Program and restricted stock incentive unit awards and performance unit awards granted under our former Long-Term Incentive Plan, our former Equity Compensation Plan and our Equity Incentive Plan.

For a brief description of the material features of these plans, see Note J of the Notes to Consolidated Financial Statements in this Annual Report.

Column (c) includes 1,031,485, 130,204 and 6,776,251 shares available for future issuance under our Employee Stock Purchase Plan, Employee Stock Award Program and Equity Incentive Plan, respectively.

(2) - Includes our NQDC Plan, Deferred Compensation Plan for Non-Employee Directors and our former Stock Compensation Plan for Non-Employee Directors.

For a brief description of the material features of these plans, see Notes K and J of the Notes to Consolidated Financial Statements in this Annual Report.

(3) - There is no exercise price associated with restrictive stock incentive unit awards and performance unit awards.

Compensation deferred into our common stock under our Deferred Compensation Plan for Non-Employee Directors is distributed to participants at fair market value on the date of distribution.

The price used for these plans to calculate the weighted-average exercise price in the table is $38.38, which represents the 2020 year-end closing price of our common stock on the NYSE.

Information on certain relationships and related transactions and director independence is set forth in our 2021 definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the principal accountant’s fees and services is set forth in our [removed: 2020] [added: 2021] definitive Proxy Statement and is incorporated herein by this reference.

| (1) Financial Statements | | | [added: | | | | | |] Page No. | [added: | |]

| | [added: | |] (a) | [added: | |] Report of Independent Registered Public Accounting Firm | [removed: 54-55] | [added: | 57-59 | | |]

| | [added: | |] (b) | [added: | |] Consolidated Statements of Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: 56] | [added: | 60 | | |]

| | [added: | |] (c) | [added: | |] Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: 57] | [added: | 61 | | |]

| | [added: | |] (d) | [added: | |] Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] | [removed: 58-59] | [added: | 62-63 | | |]

| | [added: | |] (e) | [added: | |] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: 61] | [added: | 65 | | |]

| | [added: | |] (f) | [added: | |] Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: 62-63] | [added: | 66-67 | | |]

| | [added: | |] (g) | [added: | |] Notes to Consolidated Financial Statements | [removed: 64-111] | [added: | 68-106 | | |]

| (2) Financial Statements Schedules | | | | [added: | | | | | | | |]

| | [added: | |] All schedules have been omitted because of the absence of conditions under which they are required. | | | [added: | | | | | |]

| (3) Exhibits | | | [added: | | | | | |]

| | [removed: 2] | [removed: [Separation and Distribution Agreement,] [added: | 4.26 | | | [Indenture,] dated [removed: as of] January [removed: 14, 2014, by and between ONE Gas, Inc. and] [added: 26, 2012, among] ONEOK, Inc. [added: and U.S. Bank National Association, as trustee] (incorporated by reference to Exhibit [removed: 2.1] [added: 4.1] to ONEOK, Inc.’s Current Report on Form 8-K filed January [removed: 15, 2014] [added: 26, 2012] (File No. [removed: 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000119312514012037/d659430dex21.htm)] [added: 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000119312512025265/d288044dex41.htm)] | [added: | |]

| | [removed: 2.1] | [removed: [Agreement and Plan of Merger,] [added: | 4.2 | | | [Fifth Supplemental Indenture,] dated as of [removed: January 31,] [added: June 30,] 2017, by and among ONEOK, Inc., [removed: New Holdings Subsidiary, LLC,] ONEOK Partners, [removed: L.P. and] [added: L.P.,] ONEOK Partners [removed: GP, L.L.C.] [added: Intermediate Limited Partnership and The Bank of New York Mellon Trust, as trustee] (incorporated by reference from Exhibit [removed: 2.1] [added: 4.1] to ONEOK Inc.’s Current Report on Form 8-K filed [removed: February 1,] [added: July 3,] 2017 (File [removed: No.1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000119312517027633/d316880dex21.htm)] [added: No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000119312517220993/d418169dex41.htm)] | [added: | |]

| | [added: | |] 3 | [added: | |] [Amended and Restated Certificate of Incorporation of ONEOK, Inc., dated July 3, 2017, as amended (incorporated by reference from Exhibit 3.2 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed November 1, 2017 (File No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000103968417000117/amendedrestatecertificat.htm) | [added: | |]

| | [added: | |] 3.1 | [added: | |] [Amended and Restated Bylaws of ONEOK, Inc. (incorporated by reference from Exhibit 3.1 to ONEOK, Inc.’s Current Report on Form 8-K filed September 20, 2018 (File No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000103968418000068/amendedbylawssept2018.htm) | [added: | |]

| | [added: | |] 4 | [added: | |] [Certificate of Designation for Convertible Preferred Stock of WAI, Inc. (now ONEOK, Inc.) filed November 21, 2008 (incorporated by reference from Exhibit 3.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed August 1, 2012 (File No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000103968412000084/exhibit_3-1.htm) | [added: | |]

| | [added: | |] 4.1 | [added: | |] [Certificate of Designation for Series C Participating Preferred Stock of ONEOK, Inc. filed November 21, 2008 (incorporated by reference from Exhibit No. 3.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed August 1, 2012 (File No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000103968412000084/exhibit_3-1.htm) | [added: | |]

| | [removed: 4.2] | [removed: [Fifth] [added: | 4.8 | | | [Third] Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and [removed: The] [added: U.S.] Bank [removed: of New York Mellon Trust,] [added: National Association,] as trustee (incorporated by reference from Exhibit [removed: 4.1] [added: 4.2] to ONEOK Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No. [removed: 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000119312517220993/d418169dex41.htm)] [added: 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000119312517220993/d418169dex42.htm)] | [added: | |]

| | [added: | |] 4.3 | [added: | |] [Form of Common Stock Certificate (incorporated by reference from Exhibit 1 to ONEOK, Inc.’s Registration Statement on Form 8-A filed November 21, 1997 (File No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/0000895345-97-000439.txt) | [added: | |]

| | [added: | |] 4.4 | [added: | |] [Indenture, dated September 24, 1998, between ONEOK, Inc. and Chase Bank of Texas, as trustee (incorporated by reference from Exhibit 4.1 to ONEOK, Inc.’s Registration Statement on Form S-3 filed August 26, 1998 (File No. 333-62279)).](http://www.sec.gov/Archives/edgar/data/1039684/0000950130-98-004224.txt) | [added: | |]

| | [added: | |] 4.5 | [added: | |] [Indenture dated December 28, 2001, between ONEOK, Inc. and SunTrust Bank, as trustee (incorporated by reference from Exhibit 4.1 to Amendment No. 1 to ONEOK, Inc.’s Registration Statement on Form S-3 filed December 28, 2001 (File No. 333-65392)).](http://www.sec.gov/Archives/edgar/data/1039684/000095013101504690/dex41.txt) | [added: | |]

| | [added: | |] 4.6 | [added: | |] [First Supplemental Indenture dated September 24, 1998, between ONEOK, Inc. and Chase Bank of Texas, as trustee, with respect to the 6.50% Senior Insured Quarterly Notes due 2028 (incorporated by reference from Exhibit 5(a) to ONEOK, Inc.’s Current Report on Form 8-K/A filed October 2, 1998 (File No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/0000950134-98-007916.txt) | [added: | |]

| | [added: | |] 4.7 | [added: | |] [Second Supplemental Indenture dated September 25, 1998, between ONEOK, Inc. and Chase Bank of Texas, as trustee, with respect to the 6.875% Debentures due 2028 (incorporated by reference from Exhibit 5(b) to ONEOK, Inc.’s Current Report on Form 8-K/A filed October 2, 1998 (File No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/0000950134-98-007916.txt) | [added: | |]

| | [removed: 4.8] | [removed: [Third] [added: | 4.29 | | | [Fourth] Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as [removed: trustee] [added: trustee, with respect to the 6.00% Senior Notes due 2035] (incorporated by reference from Exhibit [removed: 4.2] [added: 4.3] to ONEOK Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No. [removed: 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000119312517220993/d418169dex42.htm)] [added: 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000119312517220993/d418169dex43.htm)] | [added: | |]

| | [added: | |] 4.9 | [added: | |] [Thirteenth Supplemental Indenture, dated March 20, 2015, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 3.80% Senior Notes due 2020 (incorporated by reference to Exhibit 4.2 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed on March 20, 2015 (File No. 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312515099861/d892858dex42.htm) | [added: | |]

| | [added: | |] 4.10 | [added: | |] [Fourteenth Supplemental Indenture, dated March 20, 2015, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 4.90% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed on March 20, 2015 (File No. 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312515099861/d892858dex43.htm) | [added: | |]

| | [added: | |] 4.11 | [added: | |] [Fourth Supplemental Indenture, dated as of July 13, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.00% Senior Notes due 2027 (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K filed July 13, 2017 (File No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000119312517227620/d173416dex41.htm) | [added: | |]

| | [added: | |] 4.12 | [added: | |] [Fifth Supplemental Indenture, dated as of July 13, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.95% Senior Notes due 2047 (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K filed July 13, 2017 (File No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000119312517227620/d173416dex42.htm) | [added: | |]

| | [added: | |] 4.13 | [added: | |] [Fifteenth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK Partners, L.P., ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee (incorporated by reference from Exhibit 4.1 to ONEOK, Partners, L.P.’s Current Report on Form 8-K filed July 3, 2017 (File No. 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312517220988/d423722dex41.htm) | [added: | |]

| | [added: | |] 4.14 | [added: | |] [Certificate of Designation, Preferences and Rights of Series E Non-Voting Perpetual Preferred Stock of ONEOK, Inc. filed April 20, 2017 (incorporated by reference from Exhibit No. 3.1 to ONEOK, Inc.’s Current Report on Form 8-K filed April 20, 2017 (File No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000103968417000034/certificateofdesignation.htm) | [added: | |]

| | [added: | |] 4.15 | [added: | |] [Third Supplemental Indenture, dated June 17, 2005, between ONEOK, Inc. and SunTrust Bank, as trustee, with respect to the 6.00% Senior Notes due 2035 (incorporated by reference from Exhibit 4.3 to ONEOK, Inc.’s Current Report on Form 8-K filed June 17, 2005 (File No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000119312505127286/dex43.htm) | [added: | |]

| | [added: | |] 4.16 | [added: | |] [Tenth Supplemental Indenture, dated September 12, 2013, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 3.200% Senior Notes due 2018 (incorporated by reference to Exhibit 4.2 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 12, 2013 (File No. 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312513365109/d596840dex42.htm) | [added: | |]

| | [added: | |] 4.17 | [added: | |] [Eleventh Supplemental Indenture, dated September 12, 2013, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 5.000% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 12, 2013 (File No. 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312513365109/d596840dex43.htm) | [added: | |]

| | [added: | |] 4.18 | [added: | |] [Twelfth Supplemental Indenture, dated September 12, 2013, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.200% Senior Notes due 2043 (incorporated by reference to Exhibit 4.4 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 12, 2013 (File No. 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312513365109/d596840dex44.htm) | [added: | |]

| | [added: | |] 4.19 | [added: | |] [Indenture, dated September 25, 2006, between ONEOK Partners, L.P. and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 26, 2006 (File No. 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312506197217/dex41.htm) | [added: | |]

| | [removed: 4.20] | [removed: [Eighth] [added: | 4.23 | | | [Ninth] Supplemental Indenture, dated September 13, 2012, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the [removed: 2.000%] [added: 3.375%] Senior Notes due [removed: 2017] [added: 2022] (incorporated by reference from Exhibit [removed: 4.2] [added: 4.3] to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 13, 2012 (File No. [removed: 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312512391098/d411853dex42.htm)] [added: 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312512391098/d411853dex43.htm)] | [added: | |]

| | [removed: 4.21] | [added: | 4.20 | | |] [Third Supplemental Indenture, dated September 25, 2006, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.65% Senior Notes due 2036 (incorporated by reference to Exhibit 4.4 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 26, 2006 (File No. 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312506197217/dex44.htm) | [added: | |]

| | [removed: 4.22] | [added: | 4.21 | | |] [Fourth Supplemental Indenture, dated September 28, 2007, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.85% Senior Notes due 2037 (incorporated by reference to Exhibit 4.2 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 28, 2007 (File No. 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312507210141/dex42.htm) | [added: | |]

| | [removed: 4.23] | [added: | 4.22 | | |] [Fifth Supplemental Indenture, dated March 3, 2009, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 8.625% Senior Notes due 2019 (incorporated by reference to Exhibit 4.2 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed March 3, 2009 (File No. 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312509043448/dex42.htm) | [added: | |]

| | [removed: 4.24] | [removed: [Ninth] [added: | 4.25 | | | [Seventh] Supplemental Indenture, dated [removed: September 13, 2012,] [added: January 26, 2011,] among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the [removed: 3.375%] [added: 6.125%] Senior Notes due [removed: 2022] [added: 2041] (incorporated by reference from Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed [removed: September 13, 2012] [added: January 26, 2011] (File No. [removed: 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312512391098/d411853dex43.htm)] [added: 1-12202)).](http://www.sec.gov/Archives/edgar/data/909281/000119312511014661/dex43.htm)] | [added: | |]

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| | 10.28 | [Tax Matters Agreement, dated as of January 14, 2014, by and between ONE Gas, Inc. and ONEOK, Inc. (incorporated by reference to Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed January 15, 2014 (File No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000119312514012037/d659430dex101.htm) |

| | 10.30 | [Employee Matters Agreement, dated January 14, 2014, by and between ONE Gas, Inc. and ONEOK, Inc. (incorporated by reference to Exhibit 10.3 to ONEOK, Inc.’s Current Report on Form 8-K filed January 15, 2014 (File No. 1-13643)).](http://www.sec.gov/Archives/edgar/data/1039684/000119312514012037/d659430dex103.htm) |

| | 10.38 | [Form of First Amendment to 2019 Performance Unit Award Agreement.](https://www.sec.gov/Archives/edgar/data/1039684/000103968420000012/a2019psuawardagreementam.htm) |

| | 10.39 | [Form of First Amendment to 2018 Performance Unit Award Agreement.](https://www.sec.gov/Archives/edgar/data/1039684/000103968420000012/a2018psuawardagreementam.htm) |

| | [added: | |] ONEOK, Inc. | | [added: | | | |]