ONEOK (OKE) 10-K risk factor changes: FY2024 vs FY2023

Our natural [removed: gas and] [added: gas,] NGL [added: and crude] supply volumes may be impacted if producers curtail or redirect drilling and production activities.

[removed: Periods of severe volatility in equity and credit] markets may disrupt our access to such markets, make it difficult to obtain financing necessary to expand facilities or acquire assets, increase financing costs and result in the imposition of restrictive financial covenants.

Also, economic conditions [removed: in the wake of] [added: following] the [added: COVID-19] pandemic [removed: have] included [removed: increasing] [added: increased] inflation.

[removed: Inflationary] [added: While inflation has declined since the second half of 2022, inflationary] pressures have resulted in, and may continue to result in, additional increases to the cost of our materials, services and personnel, which could increase our capital expenditures and operating costs.

Sustained levels of high inflation [removed: have] caused the Federal Reserve System and other central banks to increase interest rates, which may cause the cost of capital to increase and depress economic growth, either of which, or the combination of both, could affect adversely our business, results of operations, financial position and cash flows.

Additionally, a [removed: significant] portion of our revenues are derived from the sale of commodities that are received or purchased in conjunction with our gathering, processing, fractionation, transportation and storage services.

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

The demand for [removed: the] [added: our] storage services has resulted in part from customers’ desire to have the ability to take advantage of profit opportunities created by the volatility in prices of Refined Products, crude oil and natural gas.

We depend on producers, gathering systems, refineries and pipelines owned and operated by others to supply our assets, and any closures, interruptions or reduced activity levels at these facilities may adversely affect our [removed: business.][added: business, results of operations, financial position and cash flows.]

Changes in the quality or quantity of this crude oil production, outages at these refineries or reduced or interrupted throughput on gathering systems or pipelines due to weather-related or other natural causes, competitive forces, testing, line repair, damage, reduced operating pressures or other causes could reduce shipments on our pipelines or result in our being unable to receive products at or deliver products from our terminals, any of which could adversely affect our [removed: business.][added: business, results of operations, financial position and cash flows.]

There are [removed: increasing] expectations that companies across all industries address ESG issues, including climate change.

[removed: While the form those] [added: If these or any other climate disclosure] requirements [removed: may take are not final,] [added: become effective,] we may face increased costs associated with complying with [removed: any] [added: such] new climate disclosure rules.

The target represents a 30% reduction in combined operational Scope 1 and location-based Scope 2 GHG emissions attributable to ONEOK assets as of [removed: December 31, 2019.][added: Dec.]

A decrease in energy use due to weather changes may affect our financial [removed: condition,] [added: condition] through decreased revenues.

Other operational hazards and unforeseen interruptions include adverse weather conditions (including extreme cold weather), [removed: infectious disease] [added: public health crises] including a pandemic (such as COVID-19), cybersecurity attacks, geopolitical [removed: reactions,] [added: events,] 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.

[removed: Further, the] [added: The] United States government [removed: warned] [added: has issued warnings] that energy assets, [removed: specifically the] [added: including our] nation’s pipeline infrastructure, may be [removed: targets] [added: the future target] of terrorist [removed: attacks.][added: organizations or “cyber sabotage” events.]

The occurrence of operational hazards and unforeseen interruptions could affect adversely our [removed: business] [added: business,] results of operations, financial position and cash flows.

Further, the proceeds of any such insurance may not be paid in a timely [removed: manner.][added: manner or reach the level of coverage purchased.]

Production areas outside of our operating regions may compete with natural gas, [removed: NGL] [added: NGL, Refined Products] and crude oil supply originating in production areas connected to our systems, which may cause products 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.

If any such failure, interruption or similar event results in the improper disclosure of information maintained in our information systems and networks or those of our vendors and counterparties, including personnel, customer, vendor and counterparty information, we could also be subject to liability under relevant contractual [removed: obligations and] [added: obligations,] laws and regulations protecting personal data and privacy.

Current efforts by the federal government, such as the Improving Critical Infrastructure Cybersecurity executive order, and the TSA security [removed: directives] [added: directives,] have utilized significant internal and external resources, and any potential future statutes, regulations or orders could lead to further increased regulatory compliance costs, insurance coverage costs or capital expenditures.

- opposition from environmental and social groups, landowners, tribal groups, local groups and other advocates could result in organized protests, attempts to block or sabotage [removed: 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;

- inflationary [added: pressure, along with] pressure [added: that may arise from the imposition by the federal government of tariffs on non-U.S. produced construction materials,] could increase our costs for construction materials or labor.

[removed: Our loss of these] rights, through our inability to renew right-of-way contracts on acceptable terms or increased costs to renew such rights, could affect adversely our business, results of operations, financial position and cash flows.

The quantification and resolution of measurement adjustments are complicated by several factors including: (i) the significant quantities [removed: (*i.e.*,] [added: (i.e.,] thousands) of measurement equipment that we use across our systems, (ii) varying qualities of natural gas in the streams gathered and processed through our systems and the mixed nature of NGLs gathered and fractionated; and (iii) variances in measurement that are inherent in metering technologies and standards.

[removed: In the] [added: We face] competition for [removed: supply,] [added: supply and, as a result,] we may have significant levels of excess capacity on our pipeline, processing, fractionation, terminal and storage assets.

[added: Any significant increase] in these expenditures, costs or liabilities could affect adversely our business, results of operations, financial position and cash flows.

Our operating cash flows are derived partially from cash distributions we receive from our unconsolidated affiliates, as discussed in Note [removed: N] [added: O] of the Notes to Consolidated Financial Statements in this Annual Report.

We currently have substantial U.S. federal net operating loss [removed: (“NOL”)] [added: (NOL)] carry [removed: forwards] [added: forward] and other state tax attributes.

In addition, our ability to use NOL carryforwards and other tax attributes may be subject to [removed: significant] limitations under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and corresponding provisions of state law.

We believe our [added: historical] U.S. NOL carryforwards and other tax attributes are not currently subject to a limitation as a result of an ownership change.

Such [removed: a] limitation could affect adversely our results of operations, financial position and cash flows.

The crude oil and natural gas industries [removed: are relying increasingly] [added: rely] on supplies from nonconventional sources, such as shale and tight sands.

The energy industry [removed: historically has been] [added: is] subject to heavy state and federal regulation that extends to many aspects of our businesses and operations, including:

- construction and operation of new [added: facilities, and modifications and operation of existing] facilities;

The Energy Independence and Security Act of 2007 expanded the required use of renewable fuels in the U.S. Each year, the [removed: EPA] [added: United States Environmental Protection Agency (EPA)] establishes a [removed: renewable volume obligation] [added: Renewable Volume Obligation] (RVO) requirement for refiners and fuel manufacturers based on overall quotas established by the federal government.

[removed: International, federal, regional and/or state legislative and/or regulatory initiatives may attempt to] control or limit GHG emissions, including initiatives directed at issues associated with climate change.

For example, the [removed: IRA] [added: Inflation Reduction Act of 2022 (IRA)] directs the EPA to impose and collect payment of “Waste Emissions [removed: Charges”,] [added: Charges,”] or “Methane [removed: Fees”,] [added: Fees,”] for specific facilities that report more than 25,000 metric tons of carbon dioxide equivalent of GHG emissions per year and have methane emissions intensity in excess of the relevant statutory threshold.

Based on text in the IRA and a related rule that the EPA [removed: proposed] [added: finalized] in [removed: January] [added: November] 2024 to implement the Methane Fee program, we expect to begin paying Methane Fees in 2025 (for 2024 reported emissions) for applicable facilities.

Methane [removed: Fees] [added: Fees, if implemented,] and other legislative and/or regulatory initiatives could make some of our activities uneconomic to maintain or operate.

- regulatory compliance and environmental or other governmental regulations;

Periods of severe volatility in equity and credit

For example, the SEC finalized new climate change disclosure requirements in March 2024 but stayed the rules in April 2024 pending judicial review of several lawsuits filed by states, industry and environmental groups challenging the rule.

It is unclear when the rules will become effective, if at all.

31, 2019.

Terrorist attacks, including cyber sabotage, aimed at our facilities could affect adversely our business, results of operations, financial position and cash flows.

For example, in May 2021, a ransomware attack on a major U.S. Refined Products pipeline forced the operator to temporarily shut down the pipeline, resulting in disruption of fuel supplies along the East Coast.

Potential targets include our facilities, pipelines, databases or operating systems.

A terrorist attack could create significant price volatility, disrupt our business, limit our access to capital markets or cause significant harm to our operations, including full or partial disruption to our ability to provide service to our customers.

Acts of terrorism, as well as events occurring in response to or in connection with acts of terrorism, could also cause environmental repercussions that could result in a significant decrease in revenues or significant reconstruction or remediation costs.

The potential for an attack may subject our operations to increased risks and costs, and any such terrorist attack or cyber sabotage on our facilities, pipelines, databases of operating systems, those of our customers, or in some cases, those of other pipelines could have a material adverse effect on our business, results of operations, financial position and cash flows.

Our loss of these

The historical EnLink NOL carryforward acquired upon the completion of the EnLink Acquisition is expected to be subject to limitations under Section 382 of the Code.

The results of FERC’s last five-year review were subject to appeal at the D.C. Circuit, which vacated FERC’s orders and remanded to FERC.

FERC subsequently issued a supplemental notice of proposed rulemaking proposing to reduce the index price back down to the rehearing order price and the proposal is now pending at FERC.

International, federal, regional and/or state legislative and/or regulatory initiatives may attempt to

In January 2025, industry associations and certain states challenged the Waste Emissions Charge rule in the D.C. Circuit, and the new administration issued an executive order directing the heads of all federal agencies to identify and begin the processes to suspend, revise or rescind all agency actions that are unduly burdensome on the identification, development or use of domestic energy resources.

Consequently, future implementation and enforcement of these rules remain uncertain at this time.

In addition, increasingly strict laws, regulations and enforcement policies could increase significantly our compliance costs, penalties and other cost associated with

As of Dec.

Operations, in this Annual Report.

To the

We may be unable to integrate the businesses of EnLink and Medallion successfully or realize the anticipated benefits of the EnLink Acquisitions and the Medallion Acquisition (collectively, the “Recent Acquisitions”).

Following the EnLink Controlling Interest Acquisition, we began to integrate certain aspects of EnLink’s business and operations with ours, but EnLink has continued to operate as a separate public company.

In connection with the completion of the EnLink Acquisition, EnLink ceased to operate as a separate public company, and we began full integration with our business.

This integration process is expected to be subject to some or all of the aforementioned challenges many of which may be more complex as a result of having to fully integrate the EnLink business.

Further, this integration process may pose additional difficulties inherent with fully integrating the EnLink business and the discontinuation of its operation as a separate public company.

If we are unable to successfully execute our integration strategy, we may be unable to realize some or all of the anticipated benefits of the EnLink Acquisition which could materially and adversely affect our business, results of operations, financial position and cash flows.

Our future results following the closing of the Recent Acquisitions and any potential future transactions will suffer if we do not effectively manage our expanded operations.

Following the closing of the Recent Acquisitions, the size of our business has increased and will increase further if we complete any potential future transactions.

Our future success will depend, in part, upon our ability to manage this expanded business,

which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.

We may also face increased scrutiny from governmental authorities and/or other third parties as a result of the increase in the size of our business.

There can be no assurances that we will be successful or that we will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits anticipated from the Recent Acquisitions and any potential future transactions.

Our business requires the retention and recruitment of a skilled executive team and workforce, and difficulties recruiting and retaining executives and other key personnel could impair our ability to develop and implement our business strategy.

Our success depends in part on the performance of and our ability to attract, retain and effectively manage the succession of a skilled executive team.

We depend on our executive officers to develop and execute our business strategy.

If we are not successful in retaining our executive officers, or replacing them, our business, financial condition or results of operations could be adversely affected.

officers, principal accounting officer, controllers and other persons performing similar functions) and all other employees.

- regulatory compliance;

As commodity

[T](#i744ac9b651184fe6ad5bdf7abbd2f649_7)[able of Contents](#i744ac9b651184fe6ad5bdf7abbd2f649_7)

For example, the SEC has announced its plans to propose new climate change disclosure requirements.

An act of terrorism could target our facilities, those of our suppliers or customers or those of other pipelines.

Any significant increase

Determining the limitation under Section 382 of the Code is highly complex.

We use the FERC’s indexing methodology to establish our rates in approximately 30% of the markets serviced by our Refined Products pipelines.

We establish market-based rates in approximately 70% of the markets for our Refined Products pipelines.

waters and discharge of dredge and fill materials, such as dirt and other earthy materials, into waters of the United States;

The failure to successfully combine the businesses of ONEOK and Magellan may adversely affect our future results.

Our code of business conduct and ethics requires, among

[removed: Magellan Acquisition - On September 25,] [added: 31,] 2023, [removed: we completed] [added: includes results subsequent to] the Magellan Acquisition.

We issued [removed: approximately 135] [added: 41] million shares of common stock, with a fair value of [removed: approximately $9.0] [added: $4.0] billion as of the closing date of the [removed: Magellan] [added: EnLink] Acquisition.

For additional information on [removed: the Magellan Acquisition,] [added: our most recent acquisitions and divestiture,] see Part II, Item 8, Note B of the Notes to Consolidated Financial Statements in this Annual Report.

See Part 1, Item 1A “Risk Factors” for further discussion of risks related to [removed: the Magellan Acquisition.][added: these transactions.]

[removed: Additional information regarding the financial] [added: Financial] results and operating information [removed: of] [added: related to the Medallion Acquisition impacts] our Refined Products and Crude segment [removed: subsequent to the closing of the Magellan Acquisition] [added: and] is [removed: provided in “Financial] [added: included with "Financial] Results and Operating [removed: Information.”][added: Information" for the period Nov.]

[removed: Market Condition - We experienced increased volumes across our system in 2023, compared with 2022, highlighting our] [added: Our] extensive and integrated assets [added: are] located in, and connected with, some of the most productive shale basins, [removed: refining regions] [added: as well as refineries] and demand centers, in the United States.

For additional information on [removed: the Medford Incident,] [added: our indebtedness, please] see [removed: Part II, Item 8,] Note [removed: C] [added: H] of the Notes to Consolidated Financial Statements in this Annual Report.

| Project | | | Scope | | | Approximate Costs (a) | | | [removed: Completion] [added: Expected Completion] | | |

| [removed: MB-5] [added: MB-6] fractionator | | | 125 MBbl/d NGL fractionator in Mont Belvieu, Texas | | | [removed: $750] [added: $550] | | | Completed | | |

| West Texas NGL pipeline expansion | | | Increase capacity [removed: to 740 MBbl/d] [added: via pipeline looping] in the Permian Basin | | | $520 | | | [removed: First Quarter 2025] [added: Completed] | | |

| Elk Creek pipeline expansion | | | Increase capacity to 435 MBbl/d out of the Rocky Mountain region | | | $355 | | | [removed: First Quarter 2025] [added: Completed (b)] | | |

| [removed: Natural] [added: Natural] Gas [removed: Pipelines] [added: Pipelines (d)] | | | | | | [added: 900] | | | | | | [added: 559 | | | | | | 488 | | |]

The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were [removed: $5.2] [added: $6.9] billion.

Debt Repayments [removed: \-] [added: -] In [removed: 2023,] [added: December 2024,] we [removed: repurchased in the open market outstanding principal of certain of] [added: redeemed] our [added: $500 million, 4.9%] senior notes [removed: in the amount of $322 million for an aggregate repurchase price] [added: due March 2025 at 100%] of [removed: $280 million, including] [added: the principal amount, plus] accrued and unpaid interest, with cash on hand.

In [removed: June 2023,] [added: December 2024,] we redeemed our $500 million, [removed: 7.5%] [added: 4.9%] senior notes due [removed: September 2023] [added: March 2025] at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand.

Share Repurchase Program - In January 2024, our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common [removed: stock and targets the program to be largely utilized over the next four years.][added: stock.]

The program will terminate upon completion of the repurchase of $2.0 billion of common stock or on [removed: January 1, 2029, whichever occurs first.][added: Jan.]

Dividends - During [removed: 2023,] [added: 2024,] we paid common stock dividends totaling [removed: $3.82] [added: $3.96] per share, an increase of [removed: 2%] [added: 3.7%] compared to the [removed: 2022] [added: 2023] dividend of [removed: $3.74] [added: $3.82] per share.

In February [removed: 2024,] [added: 2025,] we paid a quarterly common stock dividend of [removed: $0.99] [added: $1.03] per share [removed: ($3.96] [added: ($4.12] per share on an annualized basis), an increase of [removed: 3.7%] [added: 4%] compared with the same quarter in the prior year.

Our dividend growth is [removed: primarily] due [added: primarily] to the increase in cash flows resulting from the growth of our operations.

Following the Magellan Acquisition, we performed a review of our calculation methodology of adjusted [removed: EBITDA, and] [added: EBITDA and,] beginning in 2023, we updated our calculation to include the adjusted EBITDA related to our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net earnings from investments.

Adjusted EBITDA from our unconsolidated affiliates is calculated consistently with the definition above and excludes items such as [removed: interest, depreciation,] [added: interest expense, depreciation and amortization,] income taxes and other noncash items.

| | | | | | | Years Ended [removed: December] [added: Dec.] 31, | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Financial Results | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | $ Increase (Decrease) | | | | | | | | |

| Commodity sales | | | | | | $ | [removed: 15,614] [added: 17,780] | | | | | $ | [removed: 20,976] [added: 15,614] | | | | | $ | [removed: 15,180] [added: 20,976] | | | | | [removed: (5,362)] [added: 2,166] | | | | | | [removed: 5,796] [added: (5,362)] | | |

| Services [added: and other] | | | | | | [removed: 2,063] [added: 3,918] | | | | | | [removed: 1,411] [added: 2,063] | | | | | | [removed: 1,360] [added: 1,411] | | | | | | [removed: 652] [added: 1,855] | | | | | | [removed: 51] [added: 652] | | |

| Total revenues | | | | | | [removed: 17,677] [added: 21,698] | | | | | | [removed: 22,387] [added: 17,677] | | | | | | [removed: 16,540] [added: 22,387] | | | | | | [removed: (4,710)] [added: 4,021] | | | | | | [removed: 5,847] [added: (4,710)] | | |

| Cost of sales and fuel (exclusive of items shown separately below) | | | | | | [removed: 11,929] [added: 13,311] | | | | | | [removed: 17,910] [added: 11,929] | | | | | | [removed: 12,257] [added: 17,910] | | | | | | [removed: (5,981)] [added: 1,382] | | | | | | [removed: 5,653] [added: (5,981)] | | |

| Operating costs | | | | | | [removed: 1,535] [added: 2,496] | | | | | | [removed: 1,149] [added: 1,535] | | | | | | [removed: 1,067] [added: 1,149] | | | | | | [removed: 386] [added: 961] | | | | | | [removed: 82] [added: 386] | | |

| Depreciation and amortization | | | | | | [removed: 769] [added: 1,134] | | | | | | [removed: 626] [added: 769] | | | | | | [removed: 622] [added: 626] | | | | | | [removed: 143] [added: 365] | | | | | | [removed: 4] [added: 143] | | |

| Transaction costs | | | | | | [removed: 158] [added: 73] | | | | | | [removed: —] [added: 158] | | | | | | — | | | | | | [removed: 158] [added: (85)] | | | | | | [removed: —] [added: 158] | | |

| Other operating income, net | | | | | | [removed: (786)] [added: (305)] | | | | | | [removed: (105)] [added: (786)] | | | | | | [removed: (2)] [added: (105)] | | | | | | [removed: 681] [added: (481)] | | | | | | [removed: 103] [added: 681] | | |

| Operating income | | | | | | $ | [removed: 4,072] [added: 4,989] | | | | | $ | [removed: 2,807] [added: 4,072] | | | | | $ | [removed: 2,596] [added: 2,807] | | | | | [removed: 1,265] [added: 917] | | | | | | [removed: 211] [added: 1,265] | | |

| Equity in net earnings from investments | | | | | | $ | [removed: 202] [added: 439] | | | | | $ | [removed: 148] [added: 202] | | | | | $ | [removed: 122] [added: 148] | | | | | [removed: 54] [added: 237] | | | | | | [removed: 26] [added: 54] | | |

| Interest expense, net of capitalized interest | | | | | | $ | [removed: (866)] [added: (1,371)] | | | | | $ | [removed: (676)] [added: (866)] | | | | | $ | [removed: (733)] [added: (676)] | | | | | [removed: 190] [added: 505] | | | | | | [removed: (57)] [added: 190] | | |

| Net income | | | | | | $ | [removed: 2,659] [added: 3,112] | | | | | $ | [removed: 1,722] [added: 2,659] | | | | | $ | [removed: 1,500] [added: 1,722] | | | | | [removed: 937] [added: 453] | | | | | | [removed: 222] [added: 937] | | |

| Diluted EPS | | | | | | $ | [removed: 5.48] [added: 5.17] | | | | | $ | [removed: 3.84] [added: 5.48] | | | | | $ | [removed: 3.35] [added: 3.84] | | | | | [removed: 1.64] [added: (0.31)] | | | | | | [removed: 0.49] [added: 1.64] | | |

| Adjusted EBITDA | | | | | | $ | [removed: 5,243] [added: 6,784] | | | | | $ | [removed: 3,620] [added: 5,243] | | | | | $ | [removed: 3,380] [added: 3,620] | | | | | [removed: 1,623] [added: 1,541] | | | | | | [removed: 240] [added: 1,623] | | |

| Capital expenditures | | | | | | $ | [removed: 1,595] [added: 2,021] | | | | | $ | [removed: 1,202] [added: 1,595] | | | | | $ | [removed: 697] [added: 1,202] | | | | | [removed: 393] [added: 426] | | | | | | [removed: 505] [added: 393] | | |

See reconciliation of net income to adjusted EBITDA in the “Non-GAAP Financial Measures” [removed: section.][added: subsection.]

Acquisitions and Divestitures

EnLink Controlling Interest Acquisition - On Oct.

15, 2024, we completed the EnLink Controlling Interest Acquisition, acquiring GIP’s interest in EnLink consisting of approximately 43% of the outstanding EnLink Units for $14.90 in cash per unit and 100% of the outstanding limited liability company interests in the managing member of EnLink for $300 million, for total cash consideration of $3.3 billion.

Through our 100% ownership of the managing member of EnLink, we obtained control of EnLink.

We used a portion of the proceeds from our September 2024 underwritten public offering of $7.0 billion senior unsecured notes to fund this acquisition.

This acquisition meaningfully increases our scale and integrated value chain within the growing Permian Basin while expanding and extending our asset bases in the Mid-Continent, North Texas and Louisiana regions.

We expect to achieve significant synergies by combining our complementary asset positions.

Financial results and operating information related to the EnLink Controlling Interest Acquisition impacts all four business segments and is included with “Financial Results and Operating Information” for the period Oct.

15, 2024 to Dec.

31, 2024.

EnLink Acquisition - On Nov.

24, 2024, we entered into the EnLink Merger Agreement to acquire all of the publicly held EnLink Units in an all stock, tax-free transaction.

On Jan.

31, 2025, we completed the EnLink Acquisition.

Pursuant to the EnLink Merger Agreement, each common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing.

EnLink is now a wholly owned subsidiary.

Medallion Acquisition \- On Oct.

31, 2024, we completed the Medallion Acquisition with GIP, acquiring all of the equity interests in Medallion for total consideration of $2.6 billion, inclusive of the purchase of additional interests in a Medallion joint venture owned by a separate third party.

We used a portion of the proceeds from our September 2024 underwritten public offering of $7.0 billion senior unsecured notes to fund this acquisition.

This acquisition expands our midstream services for crude oil and condensate in West Texas, specifically in the Midland Basin.

1, 2024 to Dec.

31, 2024.

Interstate Natural Gas Pipeline Divestiture - On Dec.

31, 2024, we completed sale of three of our wholly owned interstate natural gas pipeline systems to DT Midstream, Inc. for total cash consideration of $1.2 billion, and recognized a gain of $227 million.

With a portion of the proceeds of the sale, we repaid the Guardian Term Loan Agreement and the Viking Term Loan Agreement.

This transaction aligns and enhances our capital allocation priorities within our integrated value chain.

Gulf Coast NGL Pipelines Acquisition - On June 17, 2024, we completed the acquisition of a system of NGL pipelines from Easton Energy, a Houston-based midstream company, for approximately $280 million.

This acquisition in our Natural Gas Liquids segment includes approximately 450 miles of liquids products pipelines located in the strategic Gulf Coast market centers for NGLs, Refined Products and crude oil.

A portion of the Easton assets are already connected to our Mont Belvieu assets.

We expect to add connections to our Houston-based assets beginning in mid-2025 through the end of 2025.

Joint Ventures - On Feb.

4, 2025, we entered into definitive agreements to form joint ventures with MPLX LP (MPLX) to construct a 400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas, and a new 24-inch pipeline from our Mont Belvieu, Texas, storage facility to the new terminal.

Texas City Logistics LLC, the export terminal joint venture, is owned 50% by us and 50% by MPLX, with MPLX constructing and operating the facility.

MBTC Pipeline LLC, the pipeline joint venture, is owned 80% by us and 20% by MPLX, and we will construct and operate the pipeline.

We expect to invest approximately $1.0 billion in these projects.

Market Condition - Earnings increased in 2024, compared with 2023, due primarily to a full year of earnings from our new Refined Products and Crude segment, higher NGL and natural gas processing volumes in the Rocky Mountain region and the impact of the interstate pipeline divestiture in the Natural Gas Pipelines segment.

| Medford fractionator | | | Rebuild our 210 MBbl/d NGL fractionation facility in Medford, Oklahoma | | | $385 | | | (c) | | |

| Greater Denver pipeline expansion | | | Increase total system capacity by 35 MBbl/d and additional expansion capabilities | | | $480 | | | Mid-2026 | | |

(b) - We completed construction in January 2025, and the project is partially in service.

Following supply of full power, expected in mid-2025, we will reach the full capacity of 435 MBbl/d.

The acquisition strategically diversifies our complementary asset base and allows for significant expected synergies.

Pursuant to the Merger Agreement, each common unit of Magellan was exchanged for a fixed ratio of 0.667 shares of ONEOK common stock and $25.00 of cash, for a total consideration of $14.1 billion.

In addition, we assumed Magellan's debt at the fair value of $4.0 billion.

We funded the cash portion of the acquisition with an underwritten public offering of $5.25 billion senior unsecured notes.

Medford Incident \- In January 2023, we reached an agreement with our insurers to settle all claims for physical damage and business interruption related to the Medford incident that occurred at our 210 MMbl/d Medford, Oklahoma, NGL fractionation facility in July 2022.

Under the terms of the settlement agreement, we agreed to resolve the claims for total insurance payments of $930 million, $100 million of which was received in 2022.

The remaining $830 million was received in the first quarter of 2023, resulting in a one-time settlement gain of $779 million.

The proceeds serve as settlement for property damage, business interruption claims to the date of settlement and as payment in lieu of future business interruption insurance claims.

The Medford incident resulted in an increase in operating income and adjusted EBITDA of $663 million, from the settlement gain of $779 million, offset partially by $146 million of third-party fractionation costs compared with an approximately $30

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million unfavorable impact of the 45-day waiting period in the year ended December 31, 2022.

We expect our cash from operations in 2024 to be impacted by incurred costs resulting from the Medford incident for which we no longer receive business interruption proceeds.

Ethane Economics - Price differentials between ethane and natural gas can cause natural gas processors to recover ethane or leave it in the natural gas stream, known as ethane rejection.

As a result of these ethane economics, ethane volumes on our system can fluctuate.

Ethane volumes under long-term contracts delivered to our NGL system increased 25 MBbl/d to an average of 475 MBbl/d during 2023, compared with an average of 450 MBbl/d in 2022, due primarily to changes in ethane extraction economics.

We estimate that there are approximately 250 MBbl/d of discretionary ethane, consisting of approximately 150 MBbl/d in the Rocky Mountain region and approximately 100 MBbl/d in the Mid-Continent region, that could be recovered and transported on our system.

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

| MB-6 fractionator | | | 125 MBbl/d NGL fractionator in Mont Belvieu, Texas | | | $550 | | | First Quarter 2025 | | |

| Viking compressor stations | | | Electrification and replacement of certain compressor assets | | | $110 | | | Completed | | |

Debt Issuances - In August 2023, we completed an underwritten public offering of $5.25 billion senior unsecured notes consisting of $750 million, 5.55% senior notes due 2026; $750 million, 5.65% senior notes due 2028; $500 million, 5.80% senior notes due 2030; $1.5 billion, 6.05% senior notes due 2033; and $1.75 billion, 6.625% senior notes due 2053.

The net proceeds were used to fund the cash consideration and other costs related to the Magellan Acquisition.

In connection with these open market repurchases, we recognized $41 million of net gains on extinguishment of debt.

In February 2023, we redeemed our $425 million, 5.0% senior notes due September 2023 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand.

We expect any purchases to be funded by cash on hand, cash flow from operations and short-term borrowings.

As of February 20, 2024, no shares have been repurchased under the program.

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

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

*•Natural Gas Liquids* - an increase of $663 million related to the Medford incident and an increase of $303 million in exchange services;

*•Natural Gas Pipelines* \- an increase of $43 million in transportation and storage services; *and*

- *Refined Products and Crude* - transportation and storage revenues of $535 million for the period of September 25, 2023, through December 31, 2023 due to the impact of the Magellan Acquisition; *offset by*

*•Consolidated Operating, Depreciation and Transaction Costs -* an increase of $290 million in operating costs and depreciation expense from our Refined Products and Crude segment, an increase of $158 million from transaction costs related to the Magellan Acquisition and an increase of $239 million due primarily to higher operating costs and depreciation expense in our Natural Gas Gathering and Processing, Natural Gas Liquids and Natural Gas Pipelines segments.

Net income and diluted EPS increased due primarily to the items discussed above, higher equity in net earnings from investments, higher interest income due to both higher cash balances and higher interest rates and net gains on extinguishment of debt related to open market repurchases.

These increases were offset partially by higher income taxes and higher interest expense due to interest costs resulting from the Magellan Acquisition, which include acquired debt balances, our August 2023 $5.25 billion notes offering and commitment fees associated with our undrawn and terminated 364-day bridge loan facility.

In connection with the Magellan Acquisition, we reviewed our business segments in light of certain changes in the financial information regularly reviewed by our chief operating decision maker and other factors.

This change, which was effective as of September 25, 2023, had no impact on our consolidated financial statements for any periods.

Capital expenditures remained relatively unchanged for 2023, as compared to 2022, due primarily to increased expenditures in 2023 on various capital projects, offset by expenditures in 2022 on our Demicks Lake III project completed in the first quarter of 2023.

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

(a) - Includes volumes for consolidated entities only.

Also, for certain fee with POP contracts, our contractual fees increased due to production volumes, delivery pressures or commodity prices relative to specified contractual thresholds.

Our growth strategy is focused around

Our exposure to market [removed: risk] [added: risk,] discussed [removed: below] [added: below,] includes forward-looking statements and represents an estimate of possible changes in future earnings that could occur assuming hypothetical future movements in interest rates or commodity prices within our derivative portfolio.

| Commodity Contracts | | | [removed: December] [added: Dec.] 31, [removed: 2023] [added: 2024] | | | | | | [removed: December] [added: Dec.] 31, [removed: 2022] [added: 2023] | | |

| Refined Products, crude oil and NGLs | | | $ | [removed: 67] [added: 61] | | | | | $ | [removed: 35] [added: 67] | |

| Natural gas | | | [removed: 5] [added: 9] | | | | | | [removed: 18] [added: 5] | | |

| Total change in estimated fair value of commodity contracts | | | $ | [removed: 72] [added: 70] | | | | | $ | [removed: 53] [added: 72] | |

We are exposed to interest-rate risk through borrowings under our [removed: $2.5] [added: $3.5] Billion Credit Agreement, commercial paper [removed: program, term loan agreements] [added: program] and long-term debt issuances.

Future increases in commercial paper rates or bond rates could expose us to increased interest [removed: costs on future borrowings.]

In the [removed: second] [added: third] quarter of [removed: 2023,] [added: 2024,] we entered into [removed: $1.1] [added: $1.5] billion of Treasury locks to hedge the variability of interest payments on a portion of our forecasted debt issuances.

In the [removed: third quarter of 2023,] [added: same quarter,] we settled all of our [added: $1.5 billion] Treasury locks related to our underwritten public offering of [removed: $5.25] [added: $7.0] billion senior unsecured notes associated with the [removed: Magellan] [added: EnLink Controlling Interest Acquisition and Medallion] Acquisition.

[removed: At both December] 31, 2023, [removed: and December 31, 2022,] we had no outstanding Treasury lock agreements.

[removed: At December] 31, 2023, we had no outstanding [removed: forward-starting] interest-rate [removed: swaps.][added: swap agreements.]

*Natural Gas Gathering and Processing* - Our Natural Gas Gathering and Processing segment derives [added: fees for] services [removed: revenue] primarily from major and independent crude oil and natural gas producers, which include both large integrated and independent exploration and production companies.

In [removed: 2023] [added: 2024, excluding EnLink,] and [removed: 2022,] [added: 2023,] approximately [removed: 90%] [added: 85%] and [removed: 95%,] [added: 90%,] respectively, of the downstream commodity sales in our Natural Gas Gathering and Processing segment were made to customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral.

In [removed: 2023] [added: 2024, excluding EnLink,] and [removed: 2022,] [added: 2023,] approximately [removed: 85%] [added: 90% and 85%, respectively] of this segment’s commodity sales were made to customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral.

In [removed: 2023] [added: 2024, excluding EnLink,] and [removed: 2022,] [added: 2023,] approximately 90% of our revenues in this segment were from customers rated [removed: investment-grade] [added: investment grade] by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral.

In [added: 2024, excluding EnLink and Medallion, and] the fourth quarter of 2023, approximately 70% of our revenues in this segment were from customers rated [removed: investment grade] [added: investment-grade] by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit, liens, or other collateral.

costs on future borrowings.

All of our Treasury locks were designated as cash flow hedges.

At Dec.

31, 2024, and Dec.

EnLink previously entered into $400 million interest rate swaps associated with the EnLink Revolving Credit Facility and the EnLink AR Facility.

In December 2024, EnLink terminated the $400 million interest rate swaps upon repayment of outstanding amounts under the EnLink Revolving Credit Facility and termination of the EnLink AR Facility.

At Dec.

31, 2024, and Dec.

As a result of our recent acquisitions, we now transact with the counterparties of EnLink and Medallion.

A substantial portion of EnLink and Medallion counterparties are rated investment-grade by S&P or provide a letter of credit or other collateral.

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At December 31, 2022, we had forward-starting interest-rate swaps with notional amounts totaling $0.4 billion to hedge the variability of interest payments on a portion of our forecasted debt issuances.

In the third quarter of 2023, we settled all of our $0.4 billion forward-starting interest-rate swaps related to our underwritten public offerings of $5.25 billion senior unsecured notes associated with the Magellan Acquisition.

Through our [removed: more than 50,000-mile] [added: now approximately 60,000-mile] pipeline network, we transport the natural gas, NGLs, Refined Products and crude oil that help meet domestic and international energy demand, contribute to energy security and provide safe, reliable and responsible energy solutions needed today and into the future.

[removed: ][added: ]

For transportation of crude oil, natural gas, Refined Products and NGLs, pipelines are generally the most reliable, lowest cost, least carbon intensive and safest alternative for intermediate and long-haul movements between [removed: markets.][added: markets and end users.]

We issued [removed: approximately 135] [added: 41] million shares of common stock, with a fair value of [removed: approximately $9.0] [added: $4.0] billion as of the closing date of the [removed: Magellan] [added: EnLink] Acquisition.

For additional information on the [removed: Magellan] [added: Medallion] Acquisition, see Part II, Item 8, Note [removed: B] [added: B,] of the Notes to Consolidated Financial Statements in this Annual Report.

See Part 1, Item 1A “Risk Factors” for further discussion of risks related to the [removed: Magellan] [added: Medallion] Acquisition.

[removed: Business Update and Market Conditions - We experienced increased volumes across our system in 2023, compared with 2022, highlighting our] [added: Our] extensive and integrated assets [added: are] located in, and connected with, some of the most productive shale basins, [removed: refining regions] [added: as well as refineries] and demand [removed: centers] [added: centers,] in the United States.

Although the energy industry has experienced many commodity cycles, we have positioned ourselves to reduce [removed: exposure to direct commodity price volatility.]

Each of our four reportable segments are primarily fee-based, and our consolidated earnings were [removed: more than 85%] [added: approximately 90%] fee-based in [removed: 2023.][added: 2024.]

For additional information on the [removed: Medford Incident,] [added: EnLink Acquisitions,] see Part II, Item 8, Note [removed: C] [added: B] of the Notes to Consolidated Financial Statements in this Annual Report.

Capital [removed: Allocation -] [added: Allocation -] We continue to focus on maintaining prudent financial strength and flexibility.

[removed: Our] [added: In January 2024, our] Board of Directors [removed: also] authorized a share repurchase program to buy up to $2.0 billion of our outstanding common [removed: stock and targets it to be largely utilized over the next four years.][added: stock.]

[removed: At December] 31, [removed: 2023,] [added: 2024,] we [added: also] had [removed: $338] [added: $733] million of cash and cash equivalents [added: on hand] and [removed: no borrowings] [added: $2.5 billion of available capacity] under our $2.5 Billion Credit Agreement.

Sustainability and Social Responsibility [removed: \-] [added: -] Through our participation in the [removed: 2023] [added: 2024] S&P Global Corporate Sustainability Assessment, we qualified for inclusion in the S&P Global Sustainability Yearbook for the [removed: fourth] [added: fifth] consecutive year, scoring within the top 15% of the Oil and Gas Storage and Transportation industry.

Additionally, in [removed: 2023,] [added: 2024,] we received an MSCI ESG Rating of AAA, and our ESG Risk Rating, as assessed by Morningstar Sustainalytics, was in the top 20% of the refiners and pipelines industry.

The target represents a 30% reduction in combined operational Scope 1 and location-based Scope 2 GHG emissions attributable to ONEOK assets as of [removed: December 31, 2019.][added: Dec.]

[removed: We] [added: 31, 2024, we] have achieved reductions totaling approximately [removed: 1.1] [added: 1.7] million metric tons of the targeted 2.2 million metric tons of carbon dioxide equivalents, primarily as a result of methane emissions mitigation, system [added: utilization and] optimizations, electrification of certain natural gas compression equipment and lower carbon-based electricity in states in which we operate.

Natural [removed: Gas] [added: Gas Gathering and Processing] - In our Natural Gas Gathering and Processing segment, [removed: processed volumes] [added: earnings] increased in [removed: 2023,] [added: 2024,] compared with [removed: 2022,] [added: 2023,] due [removed: primarily] to [removed: increased producer activity] [added: higher volumes] in the Rocky Mountain [removed: and Mid-Continent regions and] [added: region, as well as] the impact of [removed: winter weather in] the [removed: Rocky Mountain region in] [added: EnLink Controlling Interest Acquisition from] the [removed: second and fourth quarters] [added: period] of [removed: 2022.][added: Oct.]

[removed: We also] [added: Upon supply of full power, expected in mid-2025, we will] have [removed: begun initial work, primarily on long-lead-time components, towards expanding the Elk Creek pipeline to] [added: capacity of] 435 MBbl/d to [removed: provide capacity for] [added: transport] growing volumes in the Rocky Mountain region, which will bring our total pipeline capacity out of the Rocky Mountain region to 575 MBbl/d.

Additionally, our [removed: liquids blending margins] [added: optimization and marketing earnings] have remained strong due to favorable commodity market conditions.

[removed: Progress continues on] [added: At] the [added: end of the first quarter 2024, we completed the] expansion of our Refined Products pipeline to El Paso, [removed: Texas, which is expected to be completed in early 2024.][added: Texas.]

Safety and environmental responsibility continue to be primary areas of focus for [removed: us, and our emphasis on safety has produced improving trends in the key indicators we track.][added: us.]

We expect our internally generated cash flows will allow us to fund high-return capital projects in our existing operating [added: regions, grow our dividend, reduce debt and fund our $2.0 billion share repurchase program.]

We continue to actively [removed: research] [added: seek out] opportunities that will complement our extensive assets and [removed: expertise, strengthening the role we expect to play in the transformation to a lower-carbon economy.][added: expertise.]

We [removed: expect] [added: seek] consistent and strong returns on invested capital will allow us to reward our shareholders and provide the means and opportunity to serve our additional stakeholders, including [removed: employees, communities] [added: employees] and the [removed: environment.][added: communities in which we operate.]

][added: Snip.jpg](https://www.sec.gov/Archives/edgar/data/1039684/000103968425000036/oke-20241231_g3.jpg)]

Our Natural Gas Gathering and Processing segment provides these midstream services to producers in [removed: North Dakota, Montana, Wyoming, Kansas and Oklahoma.][added: the regions listed below.]

The Powder River Basin is primarily located in [added: Eastern] Wyoming, which includes the NGL-rich Niobrara, Frontier, Turner and Mowry [removed: formations where we provide gathering and processing services to customers in the eastern portion of the state.][added: formations.]

*Mid-Continent region* - The Mid-Continent region includes the [added: natural] gas and oil-producing Anadarko Basin, which includes the NGL-rich SCOOP and STACK areas, [removed: including the] Cana-Woodford Shale, Woodford Shale, Springer Shale, Meramec, Granite [removed: Wash] [added: Wash, Cherokee] and Mississippian Lime formations of [removed: Oklahoma and the Hugoton Basin in Kansas.][added: Oklahoma.]

We have more than 600,000 dedicated acres in the Anadarko [removed: Basin.][added: Basin, excluding EnLink.]

][added: Snip.jpg](https://www.sec.gov/Archives/edgar/data/1039684/000103968425000036/oke-20241231_g4.jpg)]

*Property -* Our Natural Gas Gathering and Processing segment includes the following assets, which are wholly owned, except where [removed: noted:][added: noted, and exclude EnLink, which is shown separately below:]

- [removed: 17,400] [added: 13,500] miles of natural gas gathering pipelines; [added: *and*]

[removed: - 14 natural gas processing plants with 1.9 Bcf/d of processing capacity in the Rocky Mountain region, and nine natural gas processing plants with 0.9 Bcf/d of processing capacity in the Mid-Continent region, and] [added: In addition, we have] up to 150 MMcf/d of processing capacity in the Mid-Continent region through a long-term processing services agreement with an unaffiliated third [removed: party; *and*][added: party.]

- Fee with 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 [removed: producer’s] [added: producers’] natural gas.

After performing these services, we sell the commodities and remit a portion of the commodity sales proceeds to the [removed: producer] [added: producers] less our contractual fees.

This type of contract represented [removed: 72%] [added: 76%] and [removed: 73%] [added: 72%] of supply volumes in this [removed: segment] [added: segment, excluding EnLink,] for [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

- Fee with 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 [removed: primarily the residue natural gas] [added: certain commodities] to the producer, sell the remaining commodities and remit a portion of the commodity sales proceeds to the producer less our contractual fees.

This type of contract represented 19% [removed: and 20%] of supply volumes in this [removed: segment] [added: segment, excluding EnLink,] for [removed: 2023] [added: both 2024] and [removed: 2022, respectively.][added: 2023.]

- Fee-only - Under this type of contract, we charge a fee for the midstream services we [removed: provide,] [added: provide] based on volumes gathered, processed, treated and/or compressed.

EnLink Controlling Interest Acquisition - On Aug.

28, 2024, we entered into the EnLink Purchase Agreement with GIP to acquire GIP’s interest in EnLink consisting of approximately 43% of the outstanding EnLink Units for $14.90 in cash per unit and 100% of the outstanding limited liability company interests in the managing member of EnLink for $300 million, for total cash consideration of $3.3 billion.

On Oct.

15, 2024, we completed the EnLink Controlling Interest Acquisition.

We used a portion of the proceeds from our September 2024 underwritten public offering of $7.0 billion senior unsecured notes to fund this acquisition.

This acquisition meaningfully increases our scale and integrated value chain within the growing Permian Basin while expanding and extending our asset bases in the Mid-Continent, North Texas and Louisiana regions.

We expect to achieve significant synergies by combining our complementary asset positions.

The operations of EnLink are reported across all four of our existing segments.

EnLink Acquisition - On Nov.

24, 2024, we entered into the EnLink Merger Agreement to acquire all of the publicly held EnLink Units in an all stock, tax-free transaction.

On Jan.

31, 2025, we completed the EnLink Acquisition.

Pursuant to the EnLink Merger Agreement, each common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing.

EnLink is now a wholly owned subsidiary.

In addition, see Part 1, Item 1A “Risk Factors” for further discussion of related risks.

Medallion Acquisition - On Aug.

28, 2024, we entered into the Medallion Purchase and Sale Agreement with GIP to acquire all of the equity interests in Medallion for a purchase price of $2.6 billion, subject to customary adjustments, and inclusive of the purchase of additional interests in a Medallion joint venture owned by a separate third party.

On Oct.

31, 2024, we completed the Medallion Acquisition.

We used a portion of the proceeds from our September 2024 underwritten public offering of $7.0 billion senior unsecured notes to fund this acquisition.

This acquisition expands our midstream services for crude oil and condensate in West Texas, specifically in the Midland Basin.

Medallion’s operations are reported in our Refined Products and Crude segment.

Joint Ventures - On Feb.

4, 2025, we entered into definitive agreements to form joint ventures with MPLX LP (MPLX) to construct a 400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas, and a new 24-inch pipeline from our Mont Belvieu, Texas, storage facility to the new terminal.

Texas City Logistics LLC, the export terminal joint venture, is owned 50% by us and 50% by MPLX, with MPLX constructing and operating the facility.

MBTC Pipeline LLC, the pipeline joint venture, is owned 80% by us and 20% by MPLX, and we will construct and operate the pipeline.

We expect to invest approximately $1.0 billion in these projects.

Interstate Natural Gas Pipeline Divestiture - On Nov.

19, 2024, we entered into a definitive agreement with DT Midstream, Inc. to sell three of our wholly owned interstate natural gas pipeline systems for total cash consideration of $1.2 billion.

On Dec.

31, 2024, we completed the sale and recognized a gain of $227 million.

This transaction aligns and enhances our capital allocation priorities within our integrated value chain.

Gulf Coast NGL Pipelines Acquisition - In June 2024, we completed the acquisition of a system of NGL pipelines from Easton Energy, a Houston-based midstream company, for approximately $280 million.

This acquisition in our Natural Gas Liquids segment includes approximately 450 miles of liquids products pipelines located in the strategic Gulf Coast market centers for NGLs, Refined Products and crude oil.

A portion of the Easton assets are connected to our Mont Belvieu assets.

We expect to add connections to our Houston-based assets beginning in mid-2025 through the end of 2025.

Business Update and Market Conditions - Over the past year, we experienced significant growth across our value chain due to our recent acquisitions.

Earnings increased in 2024, compared with 2023, due primarily to a full year of earnings from the new Refined Products and Crude segment, higher NGL and natural gas processing volumes in the Rocky Mountain region and the impact of the interstate pipeline divestiture in the Natural Gas Pipelines segment.

exposure to direct commodity price volatility.

In January 2025, our Board of Directors increased our quarterly dividend to $1.03 per share, an increase of 4% compared with the same quarter in the prior year.

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Magellan Acquisition \- On September 25, 2023, we completed the Magellan Acquisition.

The acquisition strategically diversifies our complementary asset base and allows for significant expected synergies.

Pursuant to the Merger Agreement, each common unit of Magellan was exchanged for a fixed ratio of 0.667 shares of ONEOK common stock and $25.00 of cash, for a total consideration of $14.1 billion.

In addition, we assumed Magellan’s debt at the fair value of $4.0 billion.

We funded the cash portion of the acquisition with an underwritten public offering of $5.25 billion senior unsecured notes.

Medford Incident - In January 2023, we reached an agreement with our insurers to settle all claims for physical damage and business interruption related to the Medford incident that occurred at our 210 MBbl/d Medford, Oklahoma, NGL fractionation facility in July 2022.

Under the terms of the settlement agreement, we agreed to resolve the claims for total insurance payments of $930 million, $100 million of which was received in 2022.

The remaining $830 million was received in the first quarter of 2023, resulting in a one-time settlement gain of $779 million.

The proceeds serve as settlement for property damage, business interruption claims to the date of settlement and as payment in lieu of future business interruption insurance claims.

Due to market demand and a more favorable completion schedule, in January 2023, we announced plans to construct a new 125 MBbl/d MB-6 NGL fractionator in Mont Belvieu, Texas, instead of immediately rebuilding our Medford NGL fractionator.

The MB-6 fractionator is expected to be in service in the first quarter of 2025 and will produce purity ethane instead of the ethane/propane mix previously produced at the Medford facility.

The 125 MBbl/d capacity of the MB-6 fractionator is expected to be economically comparable to the capacity lost at Medford.

In addition, our 125 MBbl/d MB-5 NGL fractionator was completed in April 2023, which has reduced the need for third-party fractionation while the new MB-6 fractionator is being constructed.

In January 2024, our Board of Directors increased our quarterly dividend to 99 cents per share and announced a targeted 3% to 4% annual dividend growth rate.

Additionally, in the fourth quarter of 2023, we opportunistically repurchased in the open market $322 million of our senior notes at a discount to par value using operating cash flows.

In 2023, we qualified for inclusion in the Dow Jones Sustainability North American Index, part of the Dow Jones Sustainability Indices, which recognizes global sustainability leaders.

In 2021, we announced a companywide absolute GHG emissions reduction target of 2.2 million metric tons of carbon dioxide equivalents from our combined Scope 1 and Scope 2 GHG emissions by 2030.

We continue to

look for ways to reduce our GHG emissions and utilize more efficient technologies.

We are evaluating the development of renewable energy and low-carbon projects, including opportunities that may complement our extensive midstream assets and expertise.

For more information on our GHG emissions, see “GHG emissions” in the “Regulatory, Environmental and Safety Matters” section.

In our Natural Gas Pipelines segment, we completed an expansion of the injection capabilities of our Oklahoma natural gas storage facilities, which allowed us to utilize and subscribe an additional 4 Bcf of existing storage capacity, which is fully subscribed through 2027 and 90% subscribed through 2029.

In addition, we completed the electrification of certain compression assets on Viking to maintain reliability of our operations while lowering our Scope 1 emissions from this equipment.

Viking is seeking to recover its investment in the project through a proposed increase in rates filed in July 2023.

In February 2024, the FERC approved our Saguaro Connector Pipeline, L.L.C.’s Presidential Permit application to construct and operate new international border-crossing facilities at the U.S. and Mexico border.

The proposed border facilities would connect upstream with a potential intrastate pipeline, the Saguaro Connector pipeline.

Additionally, the proposed border facilities would connect at the international boundary with a new pipeline under development in Mexico for delivery to a liquefied natural gas export facility on the west coast of Mexico.

The final investment decision on the Saguaro Connector pipeline is expected by mid-year 2024.

NGLs - In our Natural Gas Liquids segment, we benefited from increased volumes in 2023, compared with 2022, due primarily to increased production in the Permian Basin and Rocky Mountain region.

In addition to construction of our MB-6 fractionator, activities are underway to complete the looping of the West Texas NGL pipeline, which will more than double our NGL capacity out of the Permian Basin.

The full loop is expected to be in service in the first quarter of 2025.

The Elk Creek pipeline expansion is expected to be in service in the first quarter of 2025.

Refined Products and Crude - Our 2023 results include the period from September 25, 2023, to December 31, 2023.

During this time, we benefited from mid-year tariff increases and long-haul shipments of Refined Products, as well as increased shipments on our crude oil system compared to the pre-acquisition period.

This expansion will connect more supply to growing markets in Texas, New Mexico, Arizona and Mexico and the majority of the capital associated with this expansion is supported by volume commitments.

regions, grow our dividend, reduce debt and fund our $2.0 billion share repurchase program.

- 14 MBbl/d of NGL fractionation capacity and 26 MBbl/d of de-ethanizer capacity at various natural gas processing plants.

The utilization rates for our natural gas processing plants were 77% and 70% for 2023 and 2022, respectively.

The increase was due primarily to increased producer activity in the Rocky Mountain and the Mid-Continent regions.

Information about our legal proceedings is included in Note [removed: O] [added: P] of the Notes to Consolidated Financial Statements in this Annual Report.

For the fiscal year ended [removed: December 31, 2023.][added: Dec.]

[removed: ][added: ]

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

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

Aggregate market value of registrant’s common stock held by non-affiliates based on the closing trade price on June 30, [removed: 2023,] [added: 2024,] was [removed: $27.4] [added: $47.3] billion.

[removed: On February 20, 2024,] [added: 17, 2025,] the Company had [removed: 583,159,446] [added: 624,339,588] 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: 22, 2024,] [added: 21, 2025,] are incorporated by reference in Part III.

[removed: 2023] [added: 2024] ANNUAL REPORT

| [Part [removed: I.](#i744ac9b651184fe6ad5bdf7abbd2f649_13)] [added: I.](#ib6bade4309dd46d7928fe2243807407d_13)] | | | | | | | | | Page No. | | |

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As used in this Annual Report, references to “we,” “our,” or “us” refer to ONEOK, Inc., an Oklahoma corporation, and its predecessors and subsidiaries, including Magellan, [added: EnLink and Medallion,] unless the context indicates otherwise.

| [removed: $2.5] [added: $3.5] Billion Credit Agreement | | | ONEOK’s [removed: $2.5] [added: $3.5] billion amended and restated revolving credit [removed: agreement, as amended] [added: agreement] | | |

| Annual Report | | | Annual Report on Form 10-K for the year ended [removed: December] [added: Dec.] 31, [removed: 2023] [added: 2024] | | |

| Guardian | | | Guardian Pipeline, [removed: L.L.C., a wholly owned subsidiary of ONEOK] [added: L.L.C.] | | |

| Intermediate Partnership | | | ONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of [removed: ONEOK.] [added: ONEOK] | | |

| Magellan Acquisition | | | The transaction completed on [removed: September] [added: Sept.] 25, 2023, pursuant to which ONEOK acquired all of Magellan’s outstanding common units in a cash-and-stock transaction, pursuant to the Merger Agreement | | |

| [added: Magellan] Merger Agreement | | | Agreement and Plan of Merger of ONEOK, Otter Merger Sub, LLC and Magellan, dated May 14, 2023 | | |

31, 2024.

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

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

On Feb.

TABLE OF CONTENTS

| | | | [Notes to Consolidat](#ib6bade4309dd46d7928fe2243807407d_151)[ed](#ib6bade4309dd46d7928fe2243807407d_151) [Financial](#ib6bade4309dd46d7928fe2243807407d_151) [Statements](#ib6bade4309dd46d7928fe2243807407d_151) | | | | | | | | |

| | | | [A. Summary of Significant Accounting Policies](#ib6bade4309dd46d7928fe2243807407d_154) | | | | | | [71](#ib6bade4309dd46d7928fe2243807407d_154) | | |

| | | | [B.](#ib6bade4309dd46d7928fe2243807407d_2103) [](#ib6bade4309dd46d7928fe2243807407d_2103)[](#ib6bade4309dd46d7928fe2243807407d_2103)[Acquisition](#ib6bade4309dd46d7928fe2243807407d_2103)[s](#ib6bade4309dd46d7928fe2243807407d_2103) [and Divestitures](#ib6bade4309dd46d7928fe2243807407d_2103) | | | | | | [80](#ib6bade4309dd46d7928fe2243807407d_2103) | | |

| | | | [C.](#ib6bade4309dd46d7928fe2243807407d_160) [](#ib6bade4309dd46d7928fe2243807407d_160)[](#ib6bade4309dd46d7928fe2243807407d_160)[Medford Incident](#ib6bade4309dd46d7928fe2243807407d_160) | | | | | | [86](#ib6bade4309dd46d7928fe2243807407d_160) | | |

| | | | [D.](#ib6bade4309dd46d7928fe2243807407d_163) [](#ib6bade4309dd46d7928fe2243807407d_163)[Fair Value Measurement](#ib6bade4309dd46d7928fe2243807407d_163)[s](#ib6bade4309dd46d7928fe2243807407d_163) | | | | | | [86](#ib6bade4309dd46d7928fe2243807407d_163) | | |

| | | | [E.](#ib6bade4309dd46d7928fe2243807407d_166) [](#ib6bade4309dd46d7928fe2243807407d_166)[](#ib6bade4309dd46d7928fe2243807407d_166)[Risk-Management and Hedging Activities using Derivatives](#ib6bade4309dd46d7928fe2243807407d_166) | | | | | | [87](#ib6bade4309dd46d7928fe2243807407d_166) | | |

| | | | [F.](#ib6bade4309dd46d7928fe2243807407d_169) [](#ib6bade4309dd46d7928fe2243807407d_169)[](#ib6bade4309dd46d7928fe2243807407d_169)[Property, Plant and Equipment](#ib6bade4309dd46d7928fe2243807407d_169) | | | | | | [90](#ib6bade4309dd46d7928fe2243807407d_169) | | |

| | | | [G.](#ib6bade4309dd46d7928fe2243807407d_172) [](#ib6bade4309dd46d7928fe2243807407d_172)[](#ib6bade4309dd46d7928fe2243807407d_172)[Goodwill and Intangible Assets](#ib6bade4309dd46d7928fe2243807407d_172) | | | | | | [91](#ib6bade4309dd46d7928fe2243807407d_172) | | |

| | | | [H.](#ib6bade4309dd46d7928fe2243807407d_175) [](#ib6bade4309dd46d7928fe2243807407d_175)[Debt](#ib6bade4309dd46d7928fe2243807407d_175) | | | | | | [92](#ib6bade4309dd46d7928fe2243807407d_175) | | |

| | | | [I.](#ib6bade4309dd46d7928fe2243807407d_181) [Equity](#ib6bade4309dd46d7928fe2243807407d_181) | | | | | | [95](#ib6bade4309dd46d7928fe2243807407d_181) | | |

| | | | [J. Variable Interest Entities](#ib6bade4309dd46d7928fe2243807407d_2342) | | | | | | [97](#ib6bade4309dd46d7928fe2243807407d_2342) | | |

| | | | [K](#ib6bade4309dd46d7928fe2243807407d_187)[. Earnings Per Share](#ib6bade4309dd46d7928fe2243807407d_187) | | | | | | [98](#ib6bade4309dd46d7928fe2243807407d_187) | | |

| | | | [L](#ib6bade4309dd46d7928fe2243807407d_190)[.](#ib6bade4309dd46d7928fe2243807407d_190) [](#ib6bade4309dd46d7928fe2243807407d_190)[Share-Based Payments](#ib6bade4309dd46d7928fe2243807407d_190) | | | | | | [98](#ib6bade4309dd46d7928fe2243807407d_190) | | |

| | | | [M](#ib6bade4309dd46d7928fe2243807407d_193)[.](#ib6bade4309dd46d7928fe2243807407d_193) [](#ib6bade4309dd46d7928fe2243807407d_193)[Employee Benefit Plans](#ib6bade4309dd46d7928fe2243807407d_193) | | | | | | [100](#ib6bade4309dd46d7928fe2243807407d_193) | | |

| | | | [N](#ib6bade4309dd46d7928fe2243807407d_196)[.](#ib6bade4309dd46d7928fe2243807407d_196) [](#ib6bade4309dd46d7928fe2243807407d_196)[](#ib6bade4309dd46d7928fe2243807407d_196)[Income Taxes](#ib6bade4309dd46d7928fe2243807407d_196) | | | | | | [105](#ib6bade4309dd46d7928fe2243807407d_196) | | |

| | | | [O](#ib6bade4309dd46d7928fe2243807407d_199)[.](#ib6bade4309dd46d7928fe2243807407d_199) [](#ib6bade4309dd46d7928fe2243807407d_199)[Unconsolidated Affiliates](#ib6bade4309dd46d7928fe2243807407d_199) | | | | | | [106](#ib6bade4309dd46d7928fe2243807407d_199) | | |

| | | | [P](#ib6bade4309dd46d7928fe2243807407d_202)[.](#ib6bade4309dd46d7928fe2243807407d_202) [](#ib6bade4309dd46d7928fe2243807407d_202)[Commitments and Contingencies](#ib6bade4309dd46d7928fe2243807407d_202) | | | | | | [107](#ib6bade4309dd46d7928fe2243807407d_202) | | |

| | | | [Q](#ib6bade4309dd46d7928fe2243807407d_208)[.](#ib6bade4309dd46d7928fe2243807407d_208) [Leases](#ib6bade4309dd46d7928fe2243807407d_208) | | | | | | [108](#ib6bade4309dd46d7928fe2243807407d_208) | | |

| | | | [R](#ib6bade4309dd46d7928fe2243807407d_211)[.](#ib6bade4309dd46d7928fe2243807407d_211) [](#ib6bade4309dd46d7928fe2243807407d_211)[](#ib6bade4309dd46d7928fe2243807407d_211)[Revenues](#ib6bade4309dd46d7928fe2243807407d_211) | | | | | | [109](#ib6bade4309dd46d7928fe2243807407d_211) | | |

| | | | [S](#ib6bade4309dd46d7928fe2243807407d_217)[.](#ib6bade4309dd46d7928fe2243807407d_217) [](#ib6bade4309dd46d7928fe2243807407d_217)[Segments](#ib6bade4309dd46d7928fe2243807407d_217) | | | | | | [109](#ib6bade4309dd46d7928fe2243807407d_217) | | |

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

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

| TABLE OF CONTENTS (CONTINUED) | | | | | | | | | | | |

| [Part III.](#ib6bade4309dd46d7928fe2243807407d_232) | | | | | | | | | | | |

| [Part IV.](#ib6bade4309dd46d7928fe2243807407d_250) | | | | | | | | | | | |

| [Signatures](#ib6bade4309dd46d7928fe2243807407d_259) | | | | | | | | | [129](#ib6bade4309dd46d7928fe2243807407d_259) | | |

| $2.5 Billion Credit Agreement | | | ONEOK’s $2.5 billion amended and restated revolving credit agreement, replaced by the $3.5 Billion Credit Agreement | | |

| Delaware Basin JV | | | Delaware G&P LLC, a joint venture in which EnLink owns a 50.1% interest | | |

| EnLink | | | EnLink Midstream, LLC, and after the EnLink Acquisition, Elk Merger Sub II, L.L.C., a wholly owned subsidiary of ONEOK | | |

| EnLink AR Facility | | | EnLink’s $500 million accounts receivable securitization facility | | |

| EnLink Acquisition | | | The transaction completed on Jan. 31, 2025, pursuant to which ONEOK acquired all of the publicly held EnLink Units in a tax-free transaction, pursuant to the EnLink Merger Agreement | | |

| EnLink Acquisitions | | | The EnLink Controlling Interest Acquisition and the EnLink Acquisition | | |

| EnLink Controlling Interest Acquisition | | | The transaction completed on Oct. 15, 2024, pursuant to which ONEOK acquired from GIP (i) approximately 43% of the outstanding EnLink Units and (ii) all of the outstanding limited liability company interests in EnLink Midstream Manager, LLC, pursuant to the EnLink Purchase Agreement | | |

| EnLink Merger Agreement | | | Agreement and Plan of Merger, dated as of Nov. 24, 2024, by and among ONEOK, Inc., Elk Merger Sub I, LLC., Elk Merger Sub II LLC., EnLink and EnLink Midstream Manager, LLC | | |

| EnLink Partners | | | EnLink Midstream Partners, LP, a wholly owned subsidiary of EnLink | | |

| | | | | | |

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[T](#i744ac9b651184fe6ad5bdf7abbd2f649_7)[able of Contents](#i744ac9b651184fe6ad5bdf7abbd2f649_7)

| [Part III.](#i744ac9b651184fe6ad5bdf7abbd2f649_214) | | | | | | | | | | | |

| [Part IV.](#i744ac9b651184fe6ad5bdf7abbd2f649_232) | | | | | | | | | | | |

| [Signatures](#i744ac9b651184fe6ad5bdf7abbd2f649_241) | | | | | | | | | [118](#i744ac9b651184fe6ad5bdf7abbd2f649_241) | | |

| ASU | | | Accounting Standards Update | | |

| Btu | | | British thermal unit | | |

| CERCLA | | | Comprehensive Environmental Response Cleanup and Liability Act, as amended | | |

| Clean Air Act | | | Federal Clean Air Act, as amended | | |

| Clean Water Act | | | Federal Water Pollution Control Act Amendments of 1972, as amended | | |

| COVID-19 | | | Coronavirus disease 2019, including variants thereof | | |

| DJ | | | Denver-Julesburg | | |

| DOT | | | United States Department of Transportation | | |

| EPA | | | United States Environmental Protection Agency | | |

| GWh | | | Gigawatt hour | | |

| Homeland Security | | | United States Department of Homeland Security | | |

| HOU | | | Midland West Texas Intermediate American Gulf Coast Futures | | |

| ICE | | | Intercontinental Exchange | | |

| IRA | | | Inflation Reduction Act of 2022 | | |

| LDC | | | Local distribution company | | |

| KCC | | | Kansas Corporation Commission | | |

| Natural Gas Policy Act | | | Natural Gas Policy Act of 1978, as amended | | |

| OCC | | | Oklahoma Corporation Commission | | |

| OPIS | | | Oil Price Information Service | | |

| PHMSA | | | United States Department of Transportation Pipeline and Hazardous Materials Safety Administration | | |

| RCRA | | | Resource Conservation and Recovery Act, as amended | | |

| RRC | | | Railroad Commission of Texas | | |

[T](#i744ac9b651184fe6ad5bdf7abbd2f649_7)[able of Contents](#i744ac9b651184fe6ad5bdf7abbd2f649_7)

Our [removed: annual] ERM assessment is designed to enable our Board of Directors to establish a mutual understanding with management of the effectiveness of our risk-management practices and capabilities, to review our risk exposures and to elevate certain key risks for discussion at the board level.

Our [removed: ERM] [added: annual Enterprise Risk Management (ERM)] process encompasses the identification and assessment of a broad range of risks, including cybersecurity, and the development and testing of controls to mitigate these risks.

[added: Risk Management and Strategy -] We take a cross-disciplinary approach to cybersecurity and physical security.

Our [added: security] program generally incorporates the guidelines of the widely utilized National Institute of Standards and Technology Cybersecurity Framework, though this does not imply we meet any particular technical standards, specifications or requirements.

In addition, we conduct risk assessments of [added: enterprise] third-party software and cloud vendors by utilizing security questionnaires prior to procurement.

On a regular basis, we engage [removed: consultants] [added: consultants, including external counsel and cybersecurity firms,] to conduct penetration tests and architecture design reviews.

As of the date of this report, [added: though the Company and third parties have experienced certain non-material cybersecurity incidents,] we are not aware of any cybersecurity threats, [removed: including as a result of any prior cybersecurity incidents,] that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

Governance - Security is governed by the Security Advisory team, an executive advisory committee composed of company officers, including our chief executive officer, our chief financial officer and our chief enterprise services [removed: officer, who meet regularly to evaluate ongoing security threats and incidents, to define policy and to prioritize initiatives.][added: officer.]

[removed: This advisory] [added: The Security Advisory] team is chaired by our vice president of cybersecurity and physical [removed: security,] [added: security] who has more than twenty years of relevant experience in the field of cyber and physical security.

The Security Advisory team meets regularly to evaluate ongoing security threats and incidents, to define policy and to prioritize initiatives.

Our vice president of cybersecurity and physical security reports to our executive vice president and chief enterprise services officer, responsible for cybersecurity, information technology, enterprise optimization and innovation, among other responsibilities.

Before joining ONEOK, our executive vice president and chief enterprise services officer held information technology positions of increasing responsibility.

Internal Audit provides periodic updates to the Audit Committee on testing completed to meet TSA requirements.

Risk Management and Strategy - We are an essential critical infrastructure business, and cybersecurity is a high priority for our leadership and Board of Directors.

In 2021, the Transportation Security Administration (TSA) began releasing security directives establishing cybersecurity requirements for our industry.

We promptly responded to these directives when released and continue to work collaboratively with our government counterparts to improve security throughout our technology systems.

We engage in an annual comprehensive Enterprise Risk Management (ERM) process designed to identify and manage risk.

In order to manage these cybersecurity risks, including our use of third-party software and cloud vendors, we have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and information.

[T](#i744ac9b651184fe6ad5bdf7abbd2f649_7)[able of Contents](#i744ac9b651184fe6ad5bdf7abbd2f649_7)

[removed: At February 20, 2024,] [added: 17, 2025,] there were [removed: 13,034] [added: 15,874] holders of record of our [removed: 583,159,446] [added: 624,339,588] outstanding shares of common stock.

For information regarding our Employee Stock Award Program and other equity compensation plans, see Note [removed: K] [added: L] 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.

The following performance graph compares the performance of our common stock with the S&P 500 Index, the [removed: Alerian Midstream Energy Select Index, the] S&P 500 Energy Index and a ONEOK Peer Group during the period beginning on [removed: December 31, 2018, and ending on December 31, 2023.][added: Dec.]

[removed: at December] 31, [removed: 2018,] [added: 2019,] and at the End of Every Year Through [removed: December 31, 2023.][added: Dec.]

[removed: ][added: ]

| | | | [added: | | |] Cumulative Total Return | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [added: | | |] Years [removed: Ended December] [added: ended Dec.] 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2019] | | | [removed: | | |] 2020 | | | | | | [added: 2021] | | | [removed: 2021] | | | | | | 2022 | | | | | | 2023 | | | [added: | | | 2024 | | |]

[removed: (c)] [added: (b)] - The current ONEOK Peer Group is composed of the following companies: [added: Antero Midstream Corp.;] Energy Transfer LP; [removed: EnLink Midstream, LLC;] Enterprise Products Partners L.P.; Kinder Morgan, Inc.; [added: Kinetik Holdings Inc.;] MPLX LP; [removed: NuStar Energy L.P.;] Plains All American Pipeline, L.P.; Targa Resources Corp.; Western Midstream Partners, LP; and The Williams Companies, Inc.

At Feb.

REPURCHASES OF COMMON STOCK

ISSUER PURCHASES OF EQUITY SECURITIES

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

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

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of the Publicly Announced Program (a) | | | | | | Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (*Millions of dollars*) | | |

| October 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,000 | |

| November 2024 | | | | | | 60,000 | | | | | | $ | 112.96 | | | | | 60,000 | | | | | | $ | 1,993 | |

| December 2024 (b) | | | | | | 1,490,000 | | | | | | $ | 102.27 | | | | | 1,490,000 | | | | | | $ | 1,841 | |

| Total | | | | | | 1,550,000 | | | | | | | | | | | | 1,550,000 | | | | | | | | |

(a) - In January 2024, our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock.

The program will terminate upon completion of the repurchases, or on Jan.

1, 2029, whichever occurs first.

(b) - Excludes 125,000 shares that were repurchased in December 2024, and settled in January 2025.

31, 2019, and ending on Dec.

31, 2024.

at Dec.

31, 2024.

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

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

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

| ONEOK, Inc. | | | | | | $ | 56.64 | | | | | $ | 93.37 | | | | | | | | $ | 111.01 | | | | | $ | 125.62 | | | | | $ | 188.65 | |

| S&P 500 Index | | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| S&P 500 Energy Index (a) | | | | | | $ | 66.32 | | | | | $ | 102.56 | | | | | | | | $ | 169.96 | | | | | $ | 167.71 | | | | | $ | 177.30 | |

| ONEOK Peer Group (b) | | | | | | $ | 75.32 | | | | | $ | 103.20 | | | | | | | | $ | 132.34 | | | | | $ | 156.15 | | | | | $ | 234.20 | |

[T](#i744ac9b651184fe6ad5bdf7abbd2f649_7)[able of Contents](#i744ac9b651184fe6ad5bdf7abbd2f649_7)

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

| ONEOK, Inc. | | | $ | 147.77 | | | | | $ | 83.70 | | | | | | | | $ | 137.97 | | | | | $ | 164.05 | | | | | $ | 185.63 | |

| S&P 500 Index | | | $ | 131.49 | | | | | $ | 155.68 | | | | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| S&P 500 Energy Index (a) | | | $ | 111.81 | | | | | $ | 74.16 | | | | | | | | $ | 114.49 | | | | | $ | 189.40 | | | | | $ | 186.71 | |

| Alerian Midstream Energy Select Index (b) | | | $ | 121.76 | | | | | $ | 92.76 | | | | | | | | $ | 133.62 | | | | | $ | 158.45 | | | | | $ | 182.54 | |

| ONEOK Peer Group (c) | | | $ | 115.22 | | | | | $ | 84.74 | | | | | | | | $ | 115.08 | | | | | $ | 148.51 | | | | | $ | 174.65 | |

(b) - The Alerian Midstream Energy Select Index measures the composite performance of approximately 25 North American energy infrastructure companies that are engaged in midstream activities involving energy commodities.

Beginning in 2024, we will replace the Alerian Midstream Energy Select Index with the S&P 500 Energy Index as it is more relevant to our business subsequent to the Magellan Acquisition.

We have audited the accompanying consolidated balance sheets of ONEOK, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of comprehensive income, of [removed: changes in] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated financial statements”).We also have audited the Company's internal control over] [added: "consolidated] financial [removed: reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).][added: statements").]

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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded [removed: Magellan Midstream Partners, L.P., (“Magellan”)] [added: EnLink Midstream, LLC (“EnLink”) and Medallion Midstream, LLC (“Medallion”)] from its assessment of internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] because [removed: it was] [added: they were] acquired by the Company in [removed: a] purchase business [removed: combination] [added: combinations] during [removed: 2023.][added: 2024.]

We have also excluded [removed: Magellan] [added: EnLink and Medallion] from our audit of internal control over financial reporting.

[removed: Magellan is a wholly owned subsidiary] [added: EnLink and Medallion are consolidated subsidiaries] whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent [removed: 32%] [added: approximately 20%] and [removed: 6%,] [added: 3% of total assets, respectively and approximately 7% and 1% of total revenues,] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2023.][added: 2024.]

[removed: Pursuant to the merger agreement, each] [added: Each] common unit of Magellan was exchanged for a fixed ratio of 0.667 shares of ONEOK common stock and $25.00 of cash, for a total consideration of $14.1 billion.

The acquisition resulted in the recognition of [removed: $11.8] [added: $11.4] billion of property, plant and equipment (PP&E), a significant portion of which relates to pipelines, [added: rights-of-way,] and [removed: $1.0 billion of intangible assets, which relate to customer relationships.][added: processing plants.]

The [removed: Magellan] acquisition was accounted for using the acquisition method of accounting for business combinations, which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair values on the acquisition date.

The discounted cash flow method utilizes assumptions that include, but are not limited to, estimated future cash flows, discount rates applied to estimated future cash [removed: flows, estimated rates of return] [added: flows] and [removed: estimated customer attrition] [added: commodity margin growth] rates.

Cost methods estimate the fair value of assets based on the estimated construction [added: or replacement] cost of the [removed: assets,] [added: assets] and [removed: requires] [added: require] the use of various inputs and assumptions.

The principal considerations for our determination that performing procedures relating to [added: the] valuation of [removed: the pipelines] [added: pipelines, rights-of-way,] and [removed: intangible assets related to] [added: processing plants acquired in] the acquisition of [removed: Magellan] [added: EnLink] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the [removed: pipelines] [added: pipelines, rights-of-way,] and [removed: intangible assets] [added: processing plants] acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to [removed: the estimated construction cost used to value the pipelines acquired, and the estimated future cash flows,] discount rates [removed: applied to estimated future cash flows, estimated] [added: and commodity margin growth] rates [removed: of return] [added: used in the discounted cash flow method] and estimated [removed: customer attrition rates] [added: construction or replacement cost] used [removed: to value] [added: in] the [removed: intangible assets acquired;] [added: cost method;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the [removed: pipelines] [added: pipelines, rights-of-way,] and [removed: intangible assets related to the acquisition.][added: processing plants acquired.]

These procedures also included, among others (i) [added: reading the purchase agreement; (ii)] testing management’s process for developing the fair value estimate of the [removed: pipelines] [added: pipelines, rights-of-way,] and [removed: intangible assets] [added: processing plants] acquired; [removed: (ii)] [added: (iii)] evaluating the appropriateness of the [removed: cost method used to determine the fair value of the pipelines and the] discounted cash [removed: flow model] [added: flows and cost methods] used [removed: to determine the fair value of the intangible assets (collectively the “valuation methods”); (iii)] [added: by management; (iv)] testing the completeness and accuracy of underlying data used in the [removed: valuation] [added: discounted cash flow and cost] methods; and [removed: (iv)] [added: (v)] evaluating the reasonableness of the significant assumptions used by management related to [removed: the estimated construction cost used to value the pipelines acquired, and the estimated future cash flows,] discount rates [removed: applied to estimated future cash flows, estimated] [added: and commodity margin growth] rates [removed: of return] [added: used in the discounted cash flow method] and [added: the] estimated [removed: customer attrition rates] [added: construction or replacement cost] used [removed: to value] [added: in] the [removed: intangible assets acquired.][added: cost method.]

[added: Evaluating management’s assumptions related to the commodity margin growth rates involved] evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of [removed: Magellan] [added: EnLink] and (ii) [removed: consistency with evidence obtained in other areas of] [added: whether] the [removed: audit.][added: assumptions were]

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the [removed: valuation] [added: discounted cash flow and cost] methods and (ii) the reasonableness of the [removed: estimated construction cost used] [added: assumptions related] to [removed: value the pipelines, and] discount [removed: rates applied to estimated future cash flows, estimated rates of return] [added: rates, commodity margin growth rates,] and estimated [removed: customer attrition rates used to value the intangible assets.][added: construction or replacement cost.]

[removed: /s/] [added: s/] PricewaterhouseCoopers LLP

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

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Commodity sales | | | | | | $ | [removed: 15,614] [added: 17,780] | | | | | $ | [removed: 20,976] [added: 15,614] | | | | | $ | [removed: 15,180] [added: 20,976] | |

| Services [added: and other] | | | | | | [removed: 2,063] [added: 3,918] | | | | | | [removed: 1,411] [added: 2,063] | | | | | | [removed: 1,360] [added: 1,411] | | |

| Total revenues (Note [removed: P)] [added: R)] | | | | | | [removed: 17,677] [added: 21,698] | | | | | | [removed: 22,387] [added: 17,677] | | | | | | [removed: 16,540] [added: 22,387] | | |

| Cost of sales and fuel (exclusive of items shown separately below) | | | | | | [removed: 11,929] [added: 13,311] | | | | | | [removed: 17,910] [added: 11,929] | | | | | | [removed: 12,257] [added: 17,910] | | |

| Operations and maintenance | | | | | | [removed: 1,319] [added: 2,162] | | | | | | [removed: 958] [added: 1,319] | | | | | | [removed: 900] [added: 958] | | |

| Depreciation and amortization | | | | | | [removed: 769] [added: 1,134] | | | | | | [removed: 626] [added: 769] | | | | | | [removed: 622] [added: 626] | | |

| General taxes | | | | | | [removed: 216] [added: 334] | | | | | | [removed: 191] [added: 216] | | | | | | [removed: 167] [added: 191] | | |

| Transaction costs (Note B) | | | | | | [removed: 158] [added: 73] | | | | | | [removed: —] [added: 158] | | | | | | — | | |

| Other operating income, net [removed: (Note] [added: (Notes B and] C) | | | | | | [removed: (786)] [added: (305)] | | | | | | [removed: (105)] [added: (786)] | | | | | | [removed: (2)] [added: (105)] | | |

| Operating income | | | | | | [removed: 4,072] [added: 4,989] | | | | | | [removed: 2,807] [added: 4,072] | | | | | | [removed: 2,596] [added: 2,807] | | |

| Equity in net earnings from investments (Note [removed: N)] [added: O)] | | | | | | [removed: 202] [added: 439] | | | | | | [removed: 148] [added: 202] | | | | | | [removed: 122] [added: 148] | | |

| Other income (expense), net | | | | | | [removed: 89] [added: 53] | | | | | | [removed: (29)] [added: 89] | | | | | | [removed: (1)] [added: (29)] | | |

| Interest expense (net of capitalized interest of [removed: $43, $57] [added: $62, $43] and [removed: $25,] [added: $57,] respectively) | | | | | | [removed: (866)] [added: (1,371)] | | | | | | [removed: (676)] [added: (866)] | | | | | | [removed: (733)] [added: (676)] | | |

| Income before income taxes | | | | | | [removed: 3,497] [added: 4,110] | | | | | | [removed: 2,250] [added: 3,497] | | | | | | [removed: 1,984] [added: 2,250] | | |

| Income taxes (Note [removed: M)] [added: N)] | | | | | | [removed: (838)] [added: (998)] | | | | | | [removed: (528)] [added: (838)] | | | | | | [removed: (484)] [added: (528)] | | |

| Net income | | | | | | [removed: 2,659] [added: 3,112] | | | | | | [removed: 1,722] [added: 2,659] | | | | | | [removed: 1,500] [added: 1,722] | | |

| Net income available to common shareholders | | | | | | $ | [removed: 2,658] [added: 3,034] | | | | | $ | [removed: 1,721] [added: 2,658] | | | | | $ | [removed: 1,499] [added: 1,721] | |

| Basic EPS (Note [removed: J)] [added: K)] | | | | | | $ | [removed: 5.49] [added: 5.19] | | | | | $ | [removed: 3.85] [added: 5.49] | | | | | $ | [removed: 3.36] [added: 3.85] | |

| Diluted EPS (Note [removed: J)] [added: K)] | | | | | | $ | [removed: 5.48] [added: 5.17] | | | | | $ | [removed: 3.84] [added: 5.48] | | | | | $ | [removed: 3.35] [added: 3.84] | |

| Basic | | | | | | [removed: 484.3] [added: 584.6] | | | | | | [removed: 447.5] [added: 484.3] | | | | | | [removed: 446.4] [added: 447.5] | | |

| Diluted | | | | | | [removed: 485.4] [added: 586.5] | | | | | | [removed: 448.4] [added: 485.4] | | | | | | [removed: 447.4] [added: 448.4] | | |

We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

*Acquisition of EnLink Midstream, LLC – Valuation of Pipelines, Rights-of-Way and Processing Plants*

As described in Note B to the consolidated financial statements, on October 15, 2024, the Company completed the acquisition of a controlling interest in EnLink by acquiring GIP’s interest in EnLink consisting of approximately 43% of the outstanding EnLink Units for $14.90 in cash per unit and 100% of the outstanding limited liability company interests in the managing member of EnLink for $300 million, for a total cash consideration of $3.3 billion.

consistent with evidence obtained in other areas of the audit.

February 25, 2025

| Less: Net income attributable to noncontrolling interests | | | | | | (77) | | | | | | — | | | | | | — | | |

| Less: Comprehensive income attributable to noncontrolling interests | | | | | | (77) | | | | | | — | | | | | | — | | |

| Comprehensive income attributable to ONEOK | | | | | | $ | 2,972 | | | | | $ | 2,734 | | | | | $ | 2,085 | |

| | | | | | | Dec. 31, | | | | | | | | |

| Other current assets | | | | | | 431 | | | | | | 426 | | |

| Other current liabilities | | | | | | 481 | | | | | | 564 | | | | | | | | |

| Other deferred credits | | | | | | 748 | | | | | | 553 | | | | | | | | |

| Total ONEOK shareholders’ equity | | | | | | 17,036 | | | | | | 16,484 | | | | | | | | |

| Noncontrolling interests in consolidated subsidiaries | | | | | | 5,097 | | | | | | — | | | | | | | | |

| Gain on sale of business (Note B) | | | (227) | | | | | | — | | | | | | — | | |

| Proceeds from the sale of business (Note B) | | | 1,200 | | | | | | — | | | | | | — | | |

| Repurchase of common stock (Note I) | | | (159) | | | | | | — | | | | | | — | | |

| Repurchase of EnLink’s Series C Preferred Units | | | (365) | | | | | | — | | | | | | — | | |

| | | | ONEOK Shareholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Preferred Stock | | | Common Stock | | | Paid-in Capital | | | AOCL* | | | Retained Earnings | | | Treasury Stock | | | Noncontrolling Interest | | | Total Equity | | |

| Jan. 1, 2022 | | | $ | — | | $ | 5 | | $ | 7,214 | | $ | (471) | | $ | — | | $ | (732) | | $ | — | | $ | 6,016 | |

| Repurchases of common stock (Note I) | | | — | | | — | | | — | | | — | | | — | | | (172) | | | — | | | (172) | | |

| Acquisition of EnLink noncontrolling interest (Note B) | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,076 | | | 5,076 | | |

| Distributions to noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | — | | | (66) | | | (66) | | |

| Contributions from noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | — | | | 3 | | | 3 | | |

| Dec. 31, 2024 | | | $ | — | | $ | 6 | | $ | 16,354 | | $ | (96) | | $ | 1,579 | | $ | (807) | | $ | 5,097 | | $ | 22,133 | |

In our Natural Gas Liquids segment, NGLs are extracted at our own and third-party natural gas processing plants and are gathered by our NGL gathering pipelines.

Gathered NGLs are directed to our downstream fractionators to be separated into Purity NGLs.

Purity NGLs are stored or distributed to our customers, such as petrochemical companies, propane distributors, diluent users, ethanol producers, refineries and exporters.

Our primary markets include the Mid-Continent in Conway, Kansas, the Gulf Coast in Mont Belvieu, Texas, Louisiana and the upper Midwest.

In our Natural Gas Pipelines segment, we receive residue natural gas from third parties and our own natural gas processing plants and interconnecting pipelines.

Residue natural gas is transported or stored for end users, such as large industrial customers, natural gas and electric utilities serving commercial and residential consumers and can ultimately reach international markets through liquified natural gas exports (Louisiana Gulf Coast) and cross border pipelines.

Growing demand from data centers and continued demand from local distribution companies, electric-generation facilities and large industrial companies support low-cost expansions that position us well to provide additional services to our customers when needed.

Basis of Presentation - Our accompanying Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC.

These statements have been prepared in accordance with GAAP.

Third party ownership interests in our controlled subsidiaries are presented as noncontrolling interests.

We account for investments where we control the investment using the consolidation method of accounting.

Under this method, we consolidate all assets and liabilities of an investment on our Consolidated Balance Sheets and record noncontrolling interests for the portion of the investment we do not own.

We include all of the investment’s results of operations on our Consolidated Statement of Income and record income attributable to noncontrolling interests for the portion of the investment that we do not own.

Our noncontrolling interests for the year ended Dec.

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*Acquisition of Magellan Midstream Partners, LP – Valuation of the Pipelines and Intangible Assets*

As described in Note B to the consolidated financial statements, the Company purchased Magellan on September 25, 2023.

In addition, the Company assumed Magellan’s debt with a fair value of $4.0 billion.

Evaluating management’s assumptions related to the estimated future cash flows used to value the intangible assets involved

February 27, 2024

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

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

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

| | | | | | | December 31, | | | | | | | | |

| Materials and supplies | | | | | | 148 | | | | | | 149 | | |

| Operating lease liability | | | | | | 23 | | | | | | 12 | | |

| Operating lease liability | | | | | | 74 | | | | | | 68 | | |

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

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

| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| January 1, 2021 | | | | | | 20,000 | | | | | | 474,916,234 | | | | | | $ | — | | | | | $ | 5 | | | | | $ | 7,353 | |

| December 31, 2021 | | | | | | 20,000 | | | | | | 474,916,234 | | | | | | — | | | | | | 5 | | | | | | 7,214 | | |

| December 31, 2022 | | | | | | 20,000 | | | | | | 474,916,234 | | | | | | — | | | | | | 5 | | | | | | 7,253 | | |

| Common stock issued | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9 | | |

| December 31, 2023 | | | | | | 20,000 | | | | | | 609,713,834 | | | | | | $ | — | | | | | $ | 6 | | | | | $ | 16,320 | |

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

| (Continued) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| January 1, 2021 | | | | | | $ | (551) | | | | | $ | — | | | | | $ | (764) | | | | | $ | 6,043 | |

| Other comprehensive income | | | | | | 80 | | | | | | — | | | | | | — | | | | | | 80 | | |

| Common stock issued | | | | | | — | | | | | | — | | | | | | 32 | | | | | | 39 | | |

| Common stock dividends - $3.74 per share (Note I ) | | | | | | — | | | | | | (1,499) | | | | | | — | | | | | | (1,667) | | |

| Other, net | | | | | | — | | | | | | — | | | | | | — | | | | | | 22 | | |

| December 31, 2021 | | | | | | (471) | | | | | | — | | | | | | (732) | | | | | | 6,016 | | |

| Other comprehensive income | | | | | | 363 | | | | | | — | | | | | | — | | | | | | 363 | | |

| Common stock issued | | | | | | — | | | | | | — | | | | | | 26 | | | | | | 39 | | |

| Common stock dividends - $3.74 per share (Note I ) | | | | | | — | | | | | | (1,671) | | | | | | — | | | | | | (1,671) | | |

| Other, net | | | | | | — | | | | | | — | | | | | | — | | | | | | 26 | | |

| Other comprehensive income | | | | | | 75 | | | | | | — | | | | | | — | | | | | | 75 | | |

| Preferred stock dividends - $55.00 per share (Note I ) | | | | | | — | | | | | | (1) | | | | | | — | | | | | | (1) | | |

| Common stock issued | | | | | | — | | | | | | — | | | | | | 29 | | | | | | 38 | | |

| Common stock dividends - $3.82 per share (Note I ) | | | | | | — | | | | | | (1,839) | | | | | | — | | | | | | (1,839) | | |

| Other, net | | | | | | — | | | | | | (1) | | | | | | — | | | | | | (4) | | |

Our Natural Gas Liquids segment owns and operates facilities that gather, fractionate, treat and distribute NGLs and store Purity NGLs, primarily in Oklahoma, Kansas, Texas, New Mexico and the Rocky Mountain region, which includes the Williston, Powder River and DJ Basins.

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 Kansas, Nebraska, Iowa and Illinois.

Based on our evaluation under that framework, our management concluded that our internal control over financial reporting was effective as of [removed: December 31, 2023.][added: Dec.]

[removed: Our evaluation of the] [added: The] effectiveness of [added: our] internal control over financial reporting [removed: excludes the Magellan Acquisition.][added: as of Dec.]

[removed: Our Consolidated Statement of Income for the year ended December] 31, [removed: 2023,] [added: 2024,] includes approximately [removed: 6% of total revenue] [added: 20%] and [removed: our Consolidated Balance Sheet as of December 31, 2023, includes approximately 32%] [added: 3%] of total assets attributable to [removed: Magellan] [added: EnLink and Medallion, respectively,] that [removed: was] [added: were] excluded from management’s assessment of the effectiveness of internal controls over financial reporting.

[removed: The effectiveness of our internal control over financial reporting as of December] 31, [removed: 2023,] [added: 2024,] 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 [removed: December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.][added: Dec.]

31, 2024.

Our evaluation of the effectiveness of internal control over financial reporting excludes the EnLink Controlling Interest Acquisition and the Medallion Acquisition.

Our Consolidated Statement of Income for the year ended Dec.

31, 2024, includes approximately 7% and 1% of total revenue attributable to EnLink and Medallion, respectively, and our Consolidated Balance Sheet as of Dec.

31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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During the three months ended Dec.

31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangements,” as each term is defined in item 408(a) Regulation S-K.

Not applicable.

Information concerning our directors is set forth in our [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] definitive Proxy Statement and is incorporated herein by this reference.

Information concerning our corporate governance is set forth in our [removed: 2024] [added: 2025] definitive Proxy Statement and is incorporated herein by this reference.

Insider Trading Policy

We have adopted insider trading policies and procedures that govern the purchase, sale and other disposition of our securities by our directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of the NYSE.

A copy of our Insider Trading Policy is filed with this Annual Report as Exhibit 19.

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Information on executive compensation is set forth in our [removed: 2024] [added: 2025] definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the ownership of certain beneficial owners is set forth in our [removed: 2024] [added: 2025] definitive Proxy Statement and is incorporated herein by this reference.

Information on security ownership of directors and officers is set forth in our [removed: 2024] [added: 2025] definitive Proxy Statement and is incorporated herein by this reference.

The following table sets forth certain information concerning our equity compensation plans as of [removed: December 31, 2023:][added: Dec.]

| Plan Category | | | | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | | | | | | | [removed: Weighted-Average Exercise] [added: Weighted-Average Exercise] Price [removed: of Outstanding Options, Warrants] [added: of Outstanding Options, Warrants] and Rights (3) | | | | | | | | | | | | Number of [removed: Securities Remaining] [added: Securities Remaining] Available [removed: For Future] [added: For Future] Issuance [removed: Under Equity Compensation Plans] [added: Under Equity Compensation Plans] (4) | | | | | |

| Equity compensation plans approved by security holders (1) | | | | | | [removed: 4,431,349] [added: 2,708,539] | | | | | | | | | | | | — | | | | | | | | | [removed: 5,743,377] [added: 4,695,916] | | | | | |

| Equity compensation plans not approved by security holders (2) | | | | | | [removed: 366,202] [added: 271,034] | | | | | | | | | $ | | | [removed: 70.22] [added: 100.40] | | | | | | | | | — | | | | | |

(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 [removed: Long-Term Incentive Plan, our former] Equity Compensation Plan, our Equity Incentive Plan and the assumed former Magellan Midstream Partners, [removed: L.P.] [added: L.P.,] Long-Term Incentive Plan.

For a brief description of the material features of these plans, see Note [removed: K] [added: L] of the Notes to Consolidated Financial Statements in this Annual Report.

For a brief description of the material features of these plans, see Notes [removed: K and] L [added: and M] of the Notes to Consolidated Financial Statements in this Annual Report.

The price used for these plans to calculate the weighted-average exercise price in the table is [removed: $70.22,] [added: $100.40,] which represents the [removed: 2023] [added: 2024] year-end closing price of our common stock on the NYSE.

(4) - Includes [removed: 1,722,186, 130,204] [added: 1,459,223, 2,379] and [removed: 3,881,987] [added: 3,234,314] shares available for future issuance under our Employee Stock Purchase Plan, Employee Stock Award Program and Equity Incentive Plan, respectively.

31, 2024:

| Total | | | | | | 2,979,573 | | | | | | | | | $ | | | 100.40 | | | | | | | | | 4,695,916 | | | | | |

| Total | | | | | | 4,797,551 | | | | | | | | | $ | | | 70.22 | | | | | | | | | 5,743,377 | | | | | |

Information on certain relationships and related transactions and director independence is set forth in our [removed: 2024] [added: 2025] definitive Proxy Statement and is incorporated herein by this reference.

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Information concerning the principal accountant’s fees and services is set forth in our [removed: 2024] [added: 2025] definitive Proxy Statement and is incorporated herein by this reference.