Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of ONEOK, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded EnLink Midstream, LLC (“EnLink”) and Medallion Midstream, LLC (“Medallion”) from its assessment of internal control over financial reporting as of December 31, 2024, because they were acquired by the Company in purchase business combinations during 2024. We have also excluded EnLink and Medallion from our audit of internal control over financial reporting. 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 approximately 20% and 3% of total assets, respectively and approximately 7% and 1% of total revenues, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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. The acquisition resulted in the recognition of $11.4 billion of property, plant and equipment (PP&E), a significant portion of which relates to pipelines, rights-of-way, and processing plants. The 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. As disclosed by management, in order to estimate the fair value of assets acquired and liabilities assumed, management utilized valuation techniques that included discounted cash flow and cost methods. 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 flows and commodity margin growth rates. Cost methods estimate the fair value of assets based on the estimated construction or replacement cost of the assets and require the use of various inputs and assumptions.

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the pipelines, rights-of-way, and processing plants acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the pipelines, rights-of-way, and processing plants acquired; (iii) evaluating the appropriateness of the discounted cash flows and cost methods used by management; (iv) testing the completeness and accuracy of underlying data used in the discounted cash flow and cost methods; and (v) evaluating the reasonableness of the significant assumptions used by management related to discount rates and commodity margin growth rates used in the discounted cash flow method and the estimated construction or replacement cost used in the cost method. Evaluating management’s assumptions related to the commodity margin growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of EnLink and (ii) whether the assumptions were

consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow and cost methods and (ii) the reasonableness of the assumptions related to discount rates, commodity margin growth rates, and estimated construction or replacement cost.

s/ PricewaterhouseCoopers LLP

Tulsa, Oklahoma

February 25, 2025

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

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
Years Ended Dec. 31,
202420232022
(Millions of dollars, except per share amounts)
Revenues
Commodity sales$17,780$15,614$20,976
Services and other3,9182,0631,411
Total revenues (Note R)21,69817,67722,387
Cost of sales and fuel (exclusive of items shown separately below)13,31111,92917,910
Operations and maintenance2,1621,319958
Depreciation and amortization1,134769626
General taxes334216191
Transaction costs (Note B)73158—
Other operating income, net (Notes B and C)(305)(786)(105)
Operating income4,9894,0722,807
Equity in net earnings from investments (Note O)439202148
Other income (expense), net5389(29)
Interest expense (net of capitalized interest of $62, $43 and $57, respectively)(1,371)(866)(676)
Income before income taxes4,1103,4972,250
Income taxes (Note N)(998)(838)(528)
Net income3,1122,6591,722
Less: Net income attributable to noncontrolling interests(77)——
Net income attributable to ONEOK3,0352,6591,722
Less: Preferred stock dividends111
Net income available to common shareholders$3,034$2,658$1,721
Basic EPS (Note K)$5.19$5.49$3.85
Diluted EPS (Note K)$5.17$5.48$3.84
Average shares (millions)
Basic584.6484.3447.5
Diluted586.5485.4448.4

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended Dec. 31,
202420232022
(Millions of dollars)
Net income$3,112$2,659$1,722
Other comprehensive income (loss), net of tax
Change in fair value of derivatives, net of tax of $16, $(46) and $(28), respectively(53)15593
Derivative amounts reclassified to net income, net of tax of $5, $21 and $(60), respectively(16)(66)201
Changes in benefit plan obligations and other, net of tax of $(2), $3 and $(21), respectively6(14)69
Total other comprehensive income (loss), net of tax(63)75363
Comprehensive income3,0492,7342,085
Less: Comprehensive income attributable to noncontrolling interests(77)——
Comprehensive income attributable to ONEOK$2,972$2,734$2,085

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
Dec. 31,
20242023
Assets(Millions of dollars)
Current assets
Cash and cash equivalents$733$338
Accounts receivable, net2,3261,705
Inventories748639
Other current assets431426
Total current assets4,2383,108
Property, plant and equipment
Property, plant and equipment52,27438,454
Accumulated depreciation and amortization6,3395,757
Net property, plant and equipment (Note F)45,93532,697
Other assets
Investments in unconsolidated affiliates (Note O)2,3161,874
Goodwill (Note G)8,0914,952
Intangible assets, net (Note G)3,0391,316
Other assets450319
Total other assets13,8968,461
Total assets$64,069$44,266
Liabilities and equity
Current liabilities
Current maturities of long-term debt (Note H)$1,059$484
Accounts payable2,1871,564
Commodity imbalances260244
Accrued taxes221215
Accrued interest511381
Other current liabilities481564
Total current liabilities4,7193,452
Long-term debt, excluding current maturities (Note H)31,01821,183
Deferred credits and other liabilities
Deferred income taxes (Note N)5,4512,594
Other deferred credits748553
Total deferred credits and other liabilities6,1993,147
Commitments and contingencies (Note P)
Equity (Note I)
Preferred stock, $0.01 par value: authorized and issued 20,000 shares at Dec. 31, 2024, and at Dec. 31, 2023——
Common stock, $0.01 par value: authorized 1,200,000,000 shares; issued 609,713,834 shares and outstanding 583,110,633 shares at Dec. 31, 2024; issued 609,713,834 shares and outstanding 583,093,100 shares at Dec. 31, 202366
Paid-in capital16,35416,320
Accumulated other comprehensive loss(96)(33)
Retained earnings1,579868
Treasury stock, at cost: 26,603,201 shares at Dec. 31, 2024, and 26,620,734 shares at Dec. 31, 2023(807)(677)
Total ONEOK shareholders’ equity17,03616,484
Noncontrolling interests in consolidated subsidiaries5,097—
Total equity22,13316,484
Total liabilities and equity$64,069$44,266

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended Dec. 31,
202420232022
(Millions of dollars)
Operating activities
Net income$3,112$2,659$1,722
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization1,134769626
Equity in net earnings from investments (Note O)(439)(202)(148)
Distributions received from unconsolidated affiliates390202147
Deferred income taxes (Note N)889829464
Gain on sale of business (Note B)(227)——
Medford settlement gain (Note C)—(779)—
Medford settlement proceeds (Note C)—50261
Other, net728392
Changes in assets and liabilities:
Accounts receivable49107(148)
Inventories, net of commodity imbalances17118(62)
Accounts payable114(62)(26)
Risk-management assets and liabilities(58)96197
Other assets and liabilities, net(165)99(19)
Cash provided by operating activities4,8884,4212,906
Investing activities
Capital expenditures (less allowance for equity funds used during construction)(2,021)(1,595)(1,202)
Cash paid for acquisitions, net of cash acquired (Note B)(5,829)(5,015)—
Proceeds from the sale of business (Note B)1,200——
Purchases of and contributions to unconsolidated affiliates (Note O)(111)(207)(3)
Distributions received from unconsolidated affiliates in excess of cumulative earnings525020
Medford settlement proceeds (Note C)—32839
Other, net97357
Cash used in investing activities(6,612)(6,404)(1,139)
Financing activities
Dividends paid(2,313)(1,839)(1,672)
Issuance of long-term debt, net of discounts (Note H)7,0945,298869
Repayment of long-term debt (Note H)(2,003)(1,300)(896)
Debt financing costs(67)(71)(8)
Repurchase of common stock (Note I)(159)——
Repurchase of EnLink’s Series C Preferred Units(365)——
Other, net(68)1314
Cash provided by (used in) financing activities2,1192,101(1,693)
Change in cash and cash equivalents39511874
Cash and cash equivalents at beginning of period338220146
Cash and cash equivalents at end of period$733$338$220
Supplemental cash flow information:
Cash paid for interest, net of amounts capitalized$1,297$653$582
Cash paid for income taxes, net of refunds$102$37$59

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
ONEOK Shareholders’ Equity
Preferred StockCommon StockPaid-in CapitalAOCL*Retained EarningsTreasury StockNoncontrolling InterestTotal Equity
(Millions of dollars)
Jan. 1, 2022$—$5$7,214$(471)$—$(732)$—$6,016
Net income————1,722——1,722
Other comprehensive income———363———363
Preferred stock dividends - $55.00 per share (Note I )————(1)——(1)
Common stock issued——13——26—39
Common stock dividends - $3.74 per share (Note I )————(1,671)——(1,671)
Other, net——26————26
Dec. 31, 2022—57,253(108)50(706)—6,494
Net income————2,659——2,659
Other comprehensive income———75———75
Preferred stock dividends - $55.00 per share (Note I )————(1)——(1)
Magellan Acquisition consideration (Note B)19,061————9,062
Common stock issued——9——29—38
Common stock dividends - $3.82 per share (Note I )————(1,839)——(1,839)
Other, net——(3)—(1)——(4)
Dec. 31, 2023—616,320(33)868(677)—16,484
Net income————3,035—773,112
Other comprehensive loss———(63)———(63)
Preferred stock dividends - $55.00 per share (Note I )————(1)——(1)
Common stock issued——25——42—67
Common stock dividends - $3.96 per share (Note I )————(2,318)——(2,318)
Repurchases of common stock (Note I)—————(172)—(172)
Acquisition of EnLink noncontrolling interest (Note B)——————5,0765,076
Distributions to noncontrolling interests——————(66)(66)
Contributions from noncontrolling interests——————33
Other, net——9—(5)—711
Dec. 31, 2024$—$6$16,354$(96)$1,579$(807)$5,097$22,133

*Accumulated other comprehensive loss

See accompanying Notes to Consolidated Financial Statements.

ONEOK, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Our Natural Gas Gathering and Processing segment provides midstream services to producers in the Rocky Mountain region, the Mid-Continent region, the Permian Basin region and the the North Texas region. Raw natural gas is typically gathered at the wellhead, compressed and transported through pipelines to our processing facilities. Most raw natural gas produced at the wellhead also contains a mixture of NGL components, including ethane, propane, iso-butane, normal butane and natural gasoline. Gathered wellhead natural gas is directed to our processing plants to remove NGLs, resulting in residue natural gas (primarily methane). Residue natural gas is then recompressed and delivered to natural gas pipelines, storage facilities and end users. The NGLs separated from the raw natural gas are delivered through NGL pipelines to fractionation facilities for further processing.

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. We provide midstream services to producers of NGLs in the Rocky Mountain region, Mid-Continent region, Permian Basin and Gulf Coast region (including Louisiana) and deliver those products to the market. Our primary markets include the Mid-Continent in Conway, Kansas, the Gulf Coast in Mont Belvieu, Texas, Louisiana and the upper Midwest. The majority of the pipeline-connected natural gas processing plants in the Williston Basin, Oklahoma, Kansas and the Texas Panhandle as well as a large number in the Permian Basin, Barnett Shale, East Texas and Louisiana regions are connected to our NGL gathering systems.

In our Natural Gas Pipelines segment, we receive residue natural gas from third parties and our own 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. Our assets are connected to key supply areas and demand centers, including export markets in Mexico via Roadrunner and supply areas in Canada and the United States via our interstate and intrastate natural gas pipelines and Northern Border, which enables us to provide essential natural gas transportation and storage services. 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.

Our Refined Products and Crude segment is principally engaged in the transportation, storage and distribution of Refined Products and crude oil. As a result of the EnLink Acquisitions and the Medallion Acquisition, we are also engaged in the gathering of crude oil*.* Crude oil pipelines gather and transport crude oil to refineries, export facilities and demand centers. Throughout our distribution system, terminals play a key role in facilitating product movements and marketing by providing storage, distribution, blending and other ancillary services. Products transported on our Refined Products pipeline system include gasoline, distillates, aviation fuel and certain NGLs. Shipments originate on our Refined Products pipeline system from direct connections to refineries or through interconnections with other pipelines or terminals for transportation and ultimate distribution to retail fueling stations, convenience stores, travel centers, railroads, airports and other end users.

Basis of Presentation - Our accompanying Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC. These statements have been prepared in accordance with GAAP.

Consolidation - Our Consolidated Financial Statements include our accounts and the accounts of our subsidiaries over which we have control or are the primary beneficiary. Third party ownership interests in our controlled subsidiaries are presented as noncontrolling interests. All intercompany balances and transactions have been eliminated in consolidation.

We account for investments where we control the investment using the consolidation method of accounting. Under this method, we consolidate all assets and 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. 31, 2024, are composed of approximately 57% of outstanding EnLink Units we did not own, Series B Preferred Units and the partially owned consolidated subsidiaries of EnLink.

See Note I for disclosures of our noncontrolling interests.

Investments in unconsolidated affiliates are accounted for using the equity method if we have the ability to exercise significant influence over operating and financial policies of our investee. Under this method, an investment is carried at its acquisition cost and adjusted each period for contributions made, distributions received and our share of the investee’s comprehensive income. The difference between the carrying value of an investment and our share of the investment’s underlying equity in net assets is referred to as a basis difference. Basis differences related to depreciable or amortizable assets are amortized through equity in net earnings from investments. The premium or excess cost over underlying fair value of net assets is referred to as equity-method goodwill. The portion of the basis difference that is attributable to our equity-method goodwill is not amortized. Impairment of equity investments is recorded when the impairments are other than temporary. These amounts are recorded as investments in unconsolidated affiliates on our accompanying Consolidated Balance Sheets.

See Note O for disclosures of our unconsolidated affiliates.

Distributions paid to us from our unconsolidated affiliates are classified as operating activities on our Consolidated Statements of Cash Flows until the cumulative distributions exceed our proportionate share of income from the unconsolidated affiliate since the date of our initial investment. The amount of cumulative distributions paid to us that exceeds our cumulative proportionate share of income in each period represents a return of investment and is classified as an investing activity on our Consolidated Statements of Cash Flows.

Variable Interest Entities (VIE) - We evaluate all legal entities in which we hold an ownership interest to determine if the entity is a VIE. Variable interests are ownership interests in an entity that change with changes in the fair value of the VIE’s assets. When we conclude that we hold an interest in a VIE, we must determine if we are the entity’s primary beneficiary. A primary beneficiary is deemed to have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. We consolidate any VIE when we determine that we are the primary beneficiary.

Significant judgment is exercised in determining that a legal entity is a VIE and in evaluating our interest in a VIE. We use primarily a qualitative analysis to determine if an entity is a VIE. We evaluate our interests in a VIE to determine whether we are the primary beneficiary. We continually monitor our interests in legal entities for changes in the design or activities of an entity and changes in our interests, including our status as the primary beneficiary to determine if the changes require us to revise our previous conclusions.

See Note J for our VIE disclosures.

Use of Estimates - The preparation of our Consolidated Financial Statements and related disclosures in accordance with GAAP requires us to make estimates and assumptions with respect to values or conditions that cannot be known with certainty that affect the reported amounts on our Consolidated Financial Statements. Items that may be estimated include, but are not limited to, the economic useful life of assets, fair value of assets, liabilities and equity-method investments, obligations under employee benefit plans, allowance for credit losses, expenses for services received but for which no invoice has been received, provision for income taxes, including any deferred tax valuation allowances, the results of litigation, environmental remediation and various other recorded or disclosed amounts. In addition, a portion of our revenues and cost of sales and fuel are recorded based on current month prices and estimated volumes. The estimates are reversed in the following month when we record actual volumes.

We evaluate our estimates on an ongoing basis using historical experience, consultation with experts and other methods we consider reasonable based on the particular circumstances. Nevertheless, actual results may differ significantly from the estimates. Any effects on our financial position or results of operations from revisions to these estimates are recorded in the period when the facts that give rise to the revision become known.

Fair Value Measurements - For our fair value measurements, we utilize market prices, third-party pricing services, present value methods and standard option valuation models to determine the price we would receive from the sale of an asset or the transfer of a liability in an orderly transaction at the measurement date. We measure the fair value of a group of financial assets and liabilities consistent with how a market participant would price the net risk exposure at the measurement date.

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

We compute the fair value of our derivative portfolio by discounting the projected future cash flows from our derivative assets and liabilities to present value using interest-rate yields to calculate present-value discount factors derived from the implied forward SOFR yield curve. The fair value of our forward-starting interest-rate swaps is determined using financial models that incorporate the implied forward SOFR yield curve for the same period as the future interest-rate swap settlements. We consider current market data in evaluating counterparties’, as well as our own, nonperformance risk, net of collateral, by using counterparty-specific bond yields. Although we use our best estimates to determine the fair value of the derivative contracts we have executed, the ultimate market prices realized could differ materially from our estimates.

Fair Value Hierarchy - At each balance sheet date, we utilize a fair value hierarchy to classify fair value amounts recognized or disclosed in our financial statements based on the observability of inputs used to estimate such fair value. The levels of the hierarchy are described below:

  • Level 1 - fair value measurements are based on unadjusted quoted prices for identical securities in active markets. These balances are composed predominantly of exchange-traded derivative contracts for natural gas, Refined Products and crude oil.

  • Level 2 - fair value measurements are based on significant observable pricing inputs, including quoted prices for similar assets and liabilities in active markets and inputs from third-party pricing services supported with corroborative evidence. These balances are composed of exchange cleared and over-the-counter derivatives to hedge natural gas, NGLs, Refined Products and crude oil price risk and over-the-counter interest-rate derivatives.

  • Level 3 - fair value measurements are based on inputs that may include one or more unobservable inputs.

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

See Note D for our fair value measurements disclosures.

Cash and Cash Equivalents - Cash equivalents consist of highly liquid investments, which are readily convertible into cash and have original maturities of three months or less.

Revenue Recognition - Revenues are recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services. Our payment terms vary by customer and contract type, including requiring payment before products or services are delivered to certain customers. However, the term between customer prepayments, completion of our performance obligations, invoicing and receipt of payment due is generally not significant.

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

Commodity Sales (all segments) - We contract to deliver residue natural gas, unfractionated NGLs and/or Purity NGLs, Refined Products, condensate and crude oil to customers at a specified delivery point. Our sales agreements may be daily or longer-term contracts for a specified volume. We consider the sale and delivery of each unit of a commodity an individual performance obligation as the customer is expected to control, accept and benefit from each unit individually. We record revenue when the commodity is delivered to the customer as this represents the point in time when control of the product is transferred to the customer. Revenue is recorded based on the contracted selling price, which is generally index-based and settled daily or monthly. Occasionally, we sell unfractionated NGLs to customers at an index-based price less third-party fractionation costs. These costs are included as a reduction to commodity sales revenue.

Services

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

Transportation, exchange and terminal service contracts (Natural Gas Liquids and Refined Products and Crude segments) - Under this type of contract, we charge fees for providing midstream services, which may include a bundled combination of one or more of the following services: gathering, transporting, terminalling, fractionation or other ancillary services. Our performance obligation begins with delivery of product to our system. These services represent a series of distinct services that are treated as one performance obligation that is satisfied over time. We use the output method based on delivery of product to our system as the measure of progress, as our services are performed simultaneously. For transportation services under a tariff on our transportation pipelines, fees are recorded when the product reaches its destination. We have certain contracts that require counterparties to ship a minimum volume over an agreed-upon time period, which are contracted as minimum dollar or volume commitments. Revenue pursuant to these take-or-pay contracts is initially deferred and subsequently recognized when the customers utilize their committed volumes or when the likelihood of meeting the minimum volume commitment becomes remote.

Storage contracts (Natural Gas Liquids, Refined Products and Crude and Natural Gas Pipelines segments) - We reserve a stated storage capacity and inject/withdraw/store commodities for our customer. As these services represent a stand-ready obligation provided on a daily basis over the life of the agreement, the fixed capacity reservation fees are allocated and evenly recognized in revenue over the contract term. Capacity reservation fees that vary based on a stated or implied economic index and correspond with the costs to provide our services are recognized in revenue as invoiced to our customers. We use the output method based on the passage of time to measure satisfaction of the performance obligation associated with our daily stand-ready services. Other fees are recognized in revenue as those services are provided and are dependent on the volume moved, which is at our customer’s discretion.

Firm service transportation contracts (Natural Gas Pipelines segment) - We reserve a stated transportation capacity and transport commodities for our customer. The capacity reservation and transportation services are considered a bundled service, as we integrate them into one stand-ready obligation provided on a daily basis over the life of the agreement and satisfied over time. Fixed capacity reservation fees are allocated and evenly recognized in revenue. Capacity reservation fees that vary based on a stated or implied economic index and correspond with the costs to provide our services are recognized in revenue based on a daily effective fee rate. If the capacity reservation fees vary solely as a contract feature, contract assets or liabilities are recorded for the difference between the amount recorded in revenue and the amount billed to the customer. Transportation fees are recognized in revenue as those services are provided and are dependent on the volume transported by our customer, which is at our customer’s discretion. We use the output method based on the passage of time to measure satisfaction of the performance obligation associated with our daily stand-ready services.

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

Many of the contract types described above contain additional fees or charges payable by customers for nonperformance (e.g., minimum volume commitments or product specifications), which are considered to be variable consideration. These fees and charges are not recorded until it is probable that a significant reversal of the associated revenue will not occur.

Receivables from Customers - Substantially all of the balances in accounts receivable on our Consolidated Balance Sheet at Dec. 31, 2024, relate to customer receivables. Substantially all of the balances in accounts receivable on our Consolidated Balance Sheet at Dec. 31, 2023, related to customer receivables, excluding the insurance receivable related to the legal proceeding described in Note P.

See Note R for our revenue disclosures.

Contract Assets and Contract Liabilities - Contract assets and contract liabilities are recorded when the amount of revenue recognized from a contract with a customer differs from the amount billed to the customer and recorded in accounts receivable. Our contract asset balances at the beginning and end of the period primarily relate to our firm service transportation contracts with tiered rates, which are not material. Our contract liabilities primarily represent deferred revenue on Refined Products and crude transportation contracts and NGL storage contracts for which revenue is recognized over a one-year term, and deferred revenue on contributions in aid of construction received from customers for which revenue is recognized over the contract periods, which range from one year to 17 years, contract liabilities are not material.

Cost of Sales and Fuel - Cost of sales and fuel primarily includes (i) the cost of purchased commodities, including natural gas, NGLs, Refined Products, condensate and crude oil, (ii) fees incurred for third-party transportation, fractionation and storage of

commodities, (iii) fuel and power costs incurred to operate our own facilities that gather, process, transport and store commodities, (iv) product gains and losses and (v) an offset from the contractual fees deducted from the cost of purchased commodities under the contract types below:

Fee with POP contracts with no producer take-in-kind rights (Natural Gas Gathering and Processing segment) - We purchase raw natural gas and charge contractual fees for providing midstream services, which include gathering, treating, compressing and processing the producer’s natural gas. After performing these services, we sell the commodities and return a portion of the commodity sales proceeds to the producer less our contractual fees.

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

Operations and Maintenance - Operations and maintenance primarily includes (i) payroll and benefit costs, (ii) third-party costs for operations, maintenance and integrity management, regulatory compliance and environmental and safety, and (iii) other business-related service costs.

Accounts Receivable - Accounts receivable represent valid claims against nonaffiliated customers for products sold or services rendered. We present accounts receivable net of an allowance for credit losses to reflect the net amount expected to be collected. We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments and other forms of collateral, when appropriate. Outstanding customer receivables are reviewed regularly for possible nonpayment indicators, and allowances for credit losses are recorded based upon management’s estimate of collectability, current conditions and supportable forecasts at each balance sheet date. At Dec. 31, 2024, our allowance for credit losses was not material.

Inventory - The values of current NGLs, natural gas, Refined Products and crude oil in storage are determined using the lower of weighted-average cost or net realizable value. Materials and supplies are valued at average cost.

Commodity Imbalances - In our Natural Gas Gathering and Processing, Natural Gas Liquids and Natural Gas Pipelines segments, commodity imbalances represent amounts payable or receivable for NGL exchange contracts and natural gas pipeline imbalances and are valued at market prices. Under the majority of our NGL exchange agreements, we physically receive volumes of unfractionated NGLs, including the risk of loss and legal title to such volumes, from the exchange counterparty. In turn, we deliver Purity NGLs back to the customer and charge gathering, transportation and fractionation fees. To the extent that the volumes we receive under such agreements differ from those we deliver, we record a net exchange receivable or payable position with the counterparties. These net exchange receivables and payables are generally settled with movements of Purity NGLs rather than with cash. Natural gas pipeline imbalances are settled in cash or in-kind, subject to the terms of the pipelines’ tariffs or by agreement.

In our Refined Products and Crude segment, commodity imbalances represent differences in product volumes in our pipeline systems and terminals, compared to the volumes of our customers’ inventories, as we do not take legal title to the majority of the products on our pipeline systems and terminals. To the extent the product volumes differ from the volumes of our customers’ book inventories, we record adjustments to our product inventories. When product shortages cause a net short inventory position in a product, a liability is recorded based on market prices. Refined Products and crude oil imbalances are generally settled in-kind through product purchases and sales.

Derivatives and Risk Management - We utilize derivatives to reduce our market-risk exposure to commodity price and interest-rate fluctuations and to achieve more predictable cash flows. We record all derivative instruments at fair value, with the exception of normal purchases and normal sales transactions that are expected to result in physical delivery. Commodity price and interest-rate volatility may have a significant impact on the fair value of derivative instruments as of a given date. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it.

The table below summarizes the various ways in which we account for our derivative instruments and the impact on our Consolidated Financial Statements:

Recognition and Measurement
Accounting TreatmentBalance SheetIncome Statement
Normal purchases and normal sales-Fair value not recorded-Change in fair value not recognized in earnings
Mark-to-market-Recorded at fair value-Change in fair value recognized in earnings
Cash flow hedge-The gain or loss on the derivative instrument is reported initially as a component of accumulated other comprehensive income (loss)-The gain or loss on the derivative instrument is reclassified out of accumulated other comprehensive income (loss) into earnings when the forecasted transaction affects earnings
Fair value hedge-Recorded at fair value-The gain or loss on the derivative instrument is recognized in earnings
-Change in fair value of the hedged item is recorded as an adjustment to book value-Change in fair value of the hedged item is recognized in earnings

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

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

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

See Notes D and E for disclosures of our fair value measurements and risk-management and hedging activities, respectively.

Property, Plant and Equipment - Our properties are stated at cost, including AFUDC and capitalized interest. In some cases, the cost of regulated property retired or sold, plus removal costs, less salvage, is charged to accumulated depreciation. Gains and losses from sales or transfers of nonregulated properties or an entire operating unit or system of our regulated properties are recognized in income. Maintenance and repairs are charged directly to expense.

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

Our properties are depreciated using the straight-line method over their estimated useful lives. Generally, we estimate the useful lives of individual assets or apply depreciation rates to functional groups of property having similar economic lives. We periodically conduct depreciation studies to assess the economic lives of our assets. For our regulated assets, these depreciation studies are completed as a part of our rate proceedings or tariff filings, and the changes in economic lives, if applicable, are implemented prospectively as of the approved effective date. For our nonregulated assets, if it is determined that the estimated economic life changes, the changes are made prospectively. Changes in the estimated economic lives of our property, plant and equipment could have a material effect on our financial position or results of operations.

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

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

Impairment of Goodwill and Long-Lived Assets, Including Intangible Assets and Equity Method Investments - We assess our goodwill for impairment at least annually as of July 1, unless events or changes in circumstances indicate an impairment may have occurred before that time. Our qualitative goodwill impairment analysis performed as of July 1, 2024, did not result in an impairment charge nor did our analysis reflect any reporting units at risk, and subsequent to that date, no event has occurred indicating that the implied fair value of our reporting units are less than the carrying value of their net assets.

Goodwill - As part of our goodwill impairment test, we assess qualitative factors (including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance) to determine whether it was more likely than not that the fair value of our reporting units are less than their carrying amount. If further testing is necessary, or a quantitative test is elected, we perform a Step 1 analysis. In a Step 1 analysis, an assessment is made by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

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

Long-lived assets - We assess our long-lived asset groups for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. An impairment is indicated if the carrying amount of a long-lived asset group exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. If an impairment is indicated, we record an impairment loss equal to the difference between the carrying value and the fair value of the long-lived asset group.

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

See Notes F, G and O for our disclosures and related impairment charges related to long-lived assets, goodwill and intangible assets and investments in unconsolidated affiliates, respectively.

Leases - We lease certain buildings, warehouses, office space, land and equipment, including pipeline equipment, pipeline capacity, rail cars and information technology equipment. In addition, as a result of the EnLink Controlling Interest Acquisition, we acquired lessee arrangements that primarily include office space, compression, field equipment and land. Acquired office space lease arrangements typically include variable lease cost related to utility expenses, which are determined based on our pro-rata share of building expenses each month and are expensed as incurred. Our lease payments are generally straight-line and the exercise of lease renewal options, which vary in term, is at our sole discretion. We include renewal periods in a lease term if we are reasonably certain to exercise available renewal options. Our lease agreements do not include any residual value guarantees or material restrictive covenants. We apply the short-term policy election, which allows us to exclude from recognition leases with an initial term of 12 months or less. Our weighted-average discount rates represent the rate implicit in the lease or our incremental borrowing rate for a term equal to the remaining term of the lease. Our finance lease assets and liabilities are not material.

Our lessor arrangements primarily include capacity, storage and service contracts and are not material. We have made an accounting policy election for both our lessee and lessor arrangements to combine lease and non-lease components. This election is applied to all of our lease arrangements as our non-lease components do not result in significant timing differences in the recognition of rental expenses or income.

Regulation - Depending on the specific service provided, our natural gas transmission pipelines, NGL, Refined Products and crude oil pipelines and certain natural gas storage facilities are subject to rate regulation and/or accounting requirements by one or more of the FERC, Oklahoma Corporation Commission, Kansas Corporation Commission, Louisiana Public Service Commission, Railroad Commission of Texas, Wyoming Public Service Commission and Colorado Public Utilities Commission. Accordingly, portions of our Natural Gas Liquids and Natural Gas Pipelines segments follow the accounting and reporting guidance for regulated operations as defined pursuant to Financial Accounting Standards Board’s (FASB) Accounting Standards Codification 980, Regulated Operations. During the rate-making process for certain of our assets, regulatory

authorities set the framework for what we can charge customers for our services and establish the manner that our costs are accounted for, including allowing us to defer recognition of certain costs and permitting recovery of the amounts through rates over time as opposed to expensing such costs as incurred. Certain examples of types of regulatory guidance include costs for fuel and losses, acquisition costs, contributions in aid of construction, charges for depreciation, and gains or losses on disposition of assets. This allows us to stabilize rates over time rather than passing such costs on to the customer for immediate recovery. Actions by regulatory authorities could have an effect on the amounts we may charge our customers. Any difference in the amount recoverable and the amount deferred is recorded as income or expense at the time of the regulatory action. A write-off of regulatory assets and costs not recovered may be required if all or a portion of the regulated operations have rates that are no longer (i) established by independent, third-party regulators and (ii) set at levels that will recover our costs when considering the demand and competition for our services.

Retirement and Other Postretirement Employee Benefits - We have a legacy ONEOK defined benefit retirement plan covering certain employees and former employees, as well as two defined benefit pension plans for non-union and union legacy Magellan employees. We sponsor legacy ONEOK welfare plans that provide postretirement medical and life insurance benefits to certain employees hired prior to 2017 who retire with at least five years of service of full-time consecutive service. We also sponsor the postretirement benefit obligations, which cover certain legacy Magellan employees. The expense and liability related to these plans is calculated using statistical and other factors that attempt to anticipate future events. These factors include assumptions about the discount rate, expected return on plan assets, rate of future compensation increases, interest credit rating, mortality and employment length. In determining the projected benefit obligations and costs, assumptions can change from period to period and may result in changes in the costs and liabilities we recognize.

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

Income Taxes - Deferred income taxes are provided for the difference between the financial statement and income tax basis of assets and liabilities and carryforward items based on income tax laws and rates existing at the time the temporary differences are expected to reverse. Generally, the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date of the rate change.

We utilize a more-likely-than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position that is taken or expected to be taken in a tax return. We reflect penalties and interest as part of income tax expense as they become applicable for tax provisions that do not meet the more-likely-than-not recognition threshold and measurement attribute. For all periods presented, we had no uncertain tax positions that required the establishment of a material reserve.

We utilize the “with-and-without” approach for intra-period tax allocation for purposes of allocating total tax expense (or benefit) for the year among the various financial statement components.

We file numerous consolidated and separate income tax returns with federal tax authorities of the United States along with the tax authorities of several states. EnLink Midstream Operating, LP and EnLink Partners are both under federal audit by the Internal Revenue Service for the calendar years ended Dec. 31, 2019, and Dec. 31, 2020, and statute waivers are in place for these years. At this time, we believe the audits will close without a material impact. No other ONEOK entity is under any United States federal audits or statute waivers at this time.

See Note N for our income tax disclosures.

Asset Retirement Obligations - Asset retirement obligations represent legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. Certain of our gathering and processing and pipeline facilities are subject to agreements or regulations that give rise to our asset retirement obligations for removal or other disposition costs associated with retiring the assets in place upon the discontinued use of the assets. We recognize the fair value of a liability for an asset retirement obligation in the period when it is incurred if a reasonable estimate of the fair value can be made. We are not able to estimate reasonably the fair value of the asset retirement obligations for portions of our assets, primarily certain pipeline assets, because the settlement dates are indeterminable given our expected continued use of the assets with proper maintenance. We expect our pipeline assets, for which we are unable to estimate reasonably the fair value of the asset retirement obligation, will continue in operation as long as supply and demand for natural gas, NGLs, Refined Products and crude oil exist. Based on the widespread use of these products in the medical, transportation, synthetics and agriculture industries, as well as for residential and industrial customers and electric generation, we expect supply and demand to exist for the foreseeable future.

For assets in which we are able to make an estimate, the fair value of the liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for an amount other than the carrying amount of the liability, we will recognize a gain or loss on settlement. The depreciation and accretion expense are immaterial to our Consolidated Financial Statements.

Contingencies - Our accounting for contingencies covers a variety of business activities, including contingencies for legal and environmental exposures. We accrue these contingencies when our assessments indicate that it is probable that a liability has been incurred or an asset will not be recovered, and an amount can be estimated reasonably. We expense legal fees as incurred and base our legal liability estimates on currently available facts and our estimates of the ultimate outcome or resolution. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of a remediation feasibility study. Our expenditures for environmental evaluation, mitigation, remediation and compliance to date have not been material in relation to our financial position or results of operations, and our expenditures related to environmental matters did not have a material effect on earnings or cash flows during 2024, 2023 and 2022. Actual results may differ from our estimates resulting in an impact, positive or negative, on earnings.

See Note P for additional discussion of contingencies.

Share-Based Payments - We expense the fair value of share-based payments net of estimated forfeitures. We estimate forfeiture rates based on historical forfeitures under our share-based payment plans.

See Note L for our share-based payments disclosures.

Earnings per Common Share - Basic EPS is calculated based on the daily weighted-average number of shares of common stock outstanding during the period, vested restricted and performance units that have been deferred and share awards deferred under the compensation plan for non-employee directors. Diluted EPS is calculated based on the daily weighted-average number of shares of common stock outstanding during the period plus potentially dilutive components. The dilutive components are calculated based on the dilutive effect for each quarter. For fiscal-year periods, the dilutive components for each quarter are averaged to arrive at the fiscal year-to-date dilutive component.

See Note K for our EPS disclosures.

Segment Reporting - In accordance with the “Segment Reporting” Topic 280, our chief operating decision-maker has been identified as the chief executive officer, who reviews the financial performance of each of our four segments to make decisions about allocating resources and assessing our financial performance as a whole, on a regular basis. Adjusted EBITDA by segment is the single measure of profit and loss utilized in this evaluation by our chief executive officer and is provided through monthly and quarterly review packages. Forecasted and actual adjusted EBITDA is used in the evaluation and approval of capital projects. We believe this financial measure is useful because it and similar measures are used by many companies in our industry as a measurement of financial performance and are commonly employed by financial analysts and others to evaluate our financial performance and to compare financial performance among companies in our industry. Adjusted EBITDA for each segment is defined as net income adjusted for interest expense, depreciation and amortization, noncash impairment charges, income taxes, noncash compensation expense, and certain other noncash items. Following the Magellan Acquisition, we performed a review of our calculation methodology of adjusted EBITDA, and beginning in 2023, we updated our calculation to include adjusted EBITDA related to our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net earnings from investments. In prior periods, our calculation included equity in net earnings from investments. This change resulted in an additional $62 million of adjusted EBITDA in 2023, and we have not restated prior periods. Adjusted EBITDA from our unconsolidated affiliates is calculated consistently with the definition above and excludes items such as interest, depreciation, income taxes and other noncash items. Although the amounts related to our unconsolidated affiliates are included in the calculation of adjusted EBITDA, such inclusion should not be understood to imply that we have control over the operations and resulting revenues, expenses or cash flows of such unconsolidated affiliates. This calculation may not be comparable with similarly titled measures of other companies.

See Note S for our segments disclosures.

Recently Issued Accounting Standards Update - Changes to GAAP are established by the FASB in the form of Accounting Standards Update (ASUs) to the FASB Accounting Standards Codification. We consider the applicability and impact of all ASUs. ASUs not discussed herein were assessed and determined to be either not applicable or clarifications of ASUs previously issued. Except as discussed below, there have been no new accounting pronouncements that have become effective or have been issued that are of significance or potential significance to us.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant expense categories and amounts for each reportable segment on both an interim and annual basis, consisting of expenses regularly reported to the chief operating decision maker and included in a segment's reported measure of segment profit or loss. The standard also requires disclosing an amount of other segment items as well as all annual disclosures in interim periods. ASU 2023-07 is effective for fiscal years beginning after Dec. 15, 2023, and for interim periods within fiscal years beginning after Dec. 15, 2024, with early adoption permitted. The adoption of this standard did not materially impact us.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for fiscal years beginning after Dec. 15, 2024, with early adoption permitted. We do not expect the adoption of this standard to materially impact us.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires public entities to provide disaggregated information for certain types of costs and expenses included in each income statement caption, such as inventory purchases, employee compensation, depreciation, intangible asset amortization and depletion. ASU 2024-03 is effective for fiscal years beginning after Dec. 15, 2026, and interim periods beginning after Dec. 15, 2027, with early adoption permitted. We are currently evaluating the impact of this standard on us.

B. ACQUISITIONS AND DIVESTITURES

EnLink Controlling Interest Acquisition - On Oct. 15, 2024, we completed the EnLink Controlling Interest Acquisition, acquiring GIP’s interest in EnLink consisting of 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. For additional information on our long-term debt, see Note H.

EnLink’s operations are principally composed of providing midstream services relating to natural gas, NGLs and crude oil. The assets of EnLink include approximately 14,000 miles of pipeline and rights of way, natural gas processing plants with approximately 3.9 Bcf/d of processing capacity, NGL fractionators with approximately 235 MBbl/d of operating capacity, barge and rail terminals, product storage facilities, including natural gas storage, purchasing and marketing capabilities and equity investments in certain joint ventures. EnLink’s operations are now reported across all four of our existing operating segments, allocated by the nature of the commodities and services provided.

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 accounted for this acquisition using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Any excess of consideration to be transferred over the estimated fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining the fair value of acquired assets and liabilities assumed requires management to make estimates, assumptions and judgments, and in some cases, management may also utilize third-party specialists to assist and advise on those estimates. The purchase price allocation presented below is substantially complete. However, management continues to refine the preliminary valuation of certain assets acquired and liabilities assumed, such as working capital liabilities and long-lived assets, and may adjust the allocation in subsequent periods. The final valuation will be completed as we obtain the information necessary to complete the analysis, but no later than one year from the acquisition date.

The following tables set forth the acquisition consideration and preliminary purchase price allocation of assets acquired and liabilities assumed:

At Oct. 15, 2024
(Millions of dollars and units, except per unit data)
EnLink Units outstanding
43% of EnLink Units outstanding200.3
Cash consideration per EnLink unit$14.90
Cash consideration for EnLink Units$2,985
100% of the outstanding liability company interests in the managing member of EnLink300
Total cash consideration$3,285
At Oct. 15, 2024
Assets acquired:(Millions of dollars)
Cash and cash equivalents$446
Accounts receivables, net548
Inventories87
Other current assets38
Property, plant and equipment11,396
Investments in unconsolidated affiliates342
Intangible assets1,051
Other assets131
Total assets acquired14,039
Liabilities assumed:
Current maturities of long-term debt756
Accounts payable465
Other current liabilities (a)525
Long-term debt, excluding current maturities4,577
Deferred income taxes1,988
Other deferred credits and liabilities84
Total liabilities assumed8,395
Noncontrolling interests5,076
Total identifiable net assets568
Goodwill2,717
Total purchase price$3,285

(a) - Includes obligation to repay Series C Preferred Units. See Note I.

Property, plant and equipment:

Property, plant and equipment consists primarily of pipeline and rights of way, pipeline-related equipment and processing plant and fractionators and will be depreciated on a straight-line basis over the estimated useful lives of the assets.

Intangible assets:

The preliminary value of net identifiable intangible assets relates to customer relationships that will be amortized over the period of expected benefit.

Long-term debt, excluding current maturities:

We utilized publicly traded prices to estimate the fair value. The debt comprises senior unsecured obligations with varying maturities and interest rates as outlined in Note H. Recognizing the debt at its acquisition date fair value resulted in a discount from the notional value. The discount was immaterial and will be amortized into interest expense over the remaining life of the debt.

Deferred income taxes:

The EnLink Controlling Interest Acquisition resulted in a difference between the carrying value of the underlying assets acquired and the carryover tax basis of assets, which resulted in a deferred tax liability recorded as part of the purchase price allocation.

Goodwill:

We established deferred income tax liabilities resulting from carryover tax basis, which increased goodwill. The remainder of the goodwill balance primarily represents commercial synergies. Goodwill will not be deductible for tax purposes. For additional information on goodwill, see Note G.

Noncontrolling interest:

Represents the approximately 57% of EnLink Units not acquired in the EnLink Controlling Interest Acquisition, valued at the acquisition date closing price of EnLink, the Series B Preferred Units and partially owned consolidated subsidiaries.

Results of operations:

The results of operations attributable to the EnLink Controlling Interest Acquisition have been included in our Consolidated Financial Statements since the date of acquisition through Dec. 31, 2024. Revenue and income before income taxes attributable to the net assets acquired for the period Oct. 15, 2024, through Dec. 31, 2024, were $1.5 billion and $173 million, respectively.

Subsequent event - On Jan. 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, we acquired all of the EnLink outstanding publicly held common units in a fixed ratio exchange 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. We issued 41 million shares of common stock, with a fair value of $4.0 billion. EnLink is now a wholly owned subsidiary. As we controlled EnLink prior to the EnLink Acquisition, the change in our ownership interest was accounted for as an equity transaction.

Medallion Acquisition - On Oct. 31, 2024, we completed the Medallion Acquisition with GIP, acquiring all of the equity interests in Medallion for total cash consideration of $2.6 billion, inclusive of the purchase of additional interests in a Medallion joint venture owned by a separate third party. We used a portion of the proceeds from our September 2024 underwritten public offering of $7.0 billion senior unsecured notes to fund this acquisition. For additional information on our long-term debt, see Note H.

This acquisition expands our midstream services for crude oil and condensate in West Texas, specifically the Midland Basin. The assets of Medallion include crude oil gathering and transportation pipelines and crude oil storage facilities. Medallion’s assets and operations are reported in our Refined Products and Crude segment.

We accounted for this acquisition using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Any excess of consideration to be transferred over the estimated fair value of assets acquired and liabilities assumed will be recorded as goodwill. Determining the fair value of acquired assets and liabilities assumed requires management to make estimates, assumptions and judgments, and in some cases management may also utilize third-party specialists to assist and advise on those estimates. The purchase price allocation presented below is substantially complete. However, management continues to refine the preliminary valuation of certain assets acquired and liabilities assumed, such as working capital liabilities and long-lived assets, and may adjust the allocation in subsequent periods. The final valuation will be completed as we obtain the information necessary to complete the analysis, but no later than one year from the acquisition date.

The following table sets forth the preliminary purchase price allocation of assets acquired and liabilities assumed:

At Oct. 31, 2024
Assets acquired:(Millions of dollars)
Cash and cash equivalents$36
Accounts receivables, net114
Inventories21
Other current assets2
Property, plant and equipment1,600
Intangible assets730
Other assets3
Total assets acquired2,506
Liabilities assumed:
Accounts payable103
Other current liabilities5
Other deferred credits and liabilities40
Total liabilities assumed148
Total identifiable net assets2,358
Goodwill259
Total purchase price$2,617

Property, plant and equipment:

Property, plant and equipment consists primarily of pipeline and pump station equipment and will be depreciated on a straight-line basis over the estimated useful lives of the assets.

Intangible assets:

The preliminary value of net identifiable intangible assets relates to customer relationships that will be amortized over the period of expected benefit.

Goodwill:

Goodwill represents commercial synergies, and is expected to be fully deductible for tax purposes. For additional information on goodwill, see Note G.

Results of operations:

The results of operations attributable to the Medallion Acquisition have been included in our Consolidated Financial Statements since the date of acquisition through Dec. 31, 2024. Revenue and income before income taxes attributable to the net assets acquired for the period Nov. 1, 2024, through Dec. 31, 2024, were $256 million and $43 million, respectively.

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

Interstate Natural Gas Pipeline Divestiture - On Dec. 31, 2024, we sold 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 in other operating income, net, within the Consolidated Statement of Income. This transaction aligns and enhances our capital allocation priorities within our integrated value chain. These pipeline systems have previously been reported in our Natural Gas Pipelines segment.

Magellan Acquisition - On Sept. 25, 2023, we completed the Magellan Acquisition. This acquisition strategically diversifies our complementary asset base and allows for significant expected synergies as a combined entity. 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. A total of approximately 135 million shares of common stock were issued, with a fair value of approximately $9.0 billion as of the closing date of the Magellan Acquisition. We funded the cash portion of this acquisition with an underwritten public offering of $5.25 billion senior unsecured notes. For additional information on our long-term debt, please see Note H.

The Magellan Acquisition was accounted for using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Determining the fair value of acquired assets and liabilities assumed requires management’s judgment and the use of independent valuation specialists.

The following tables set forth the acquisition consideration and final purchase price allocation of assets acquired and liabilities assumed:

Sept. 25, 2023
(Millions of dollars and shares/units, except per share/unit data)
Magellan public common units outstanding202.1
Cash consideration per Magellan unit$25.00
Cash consideration$5,052
Magellan public common units outstanding202.1
ONEOK exchange ratio per Magellan unit0.667
Shares of ONEOK common stock issued134.8
ONEOK common stock closing price on Sept. 25, 2023$66.54
Fair value of common stock issued$8,969
Fair value of Magellan replacement equity awards93
Equity consideration$9,062
Total consideration$14,114
Sept. 25, 2023
Assets acquired:(Millions of dollars)
Cash and cash equivalents$37
Accounts receivables, net333
Inventories352
Other current assets140
Property, plant and equipment11,644
Investments in unconsolidated affiliates922
Intangible assets1,124
Other assets121
Total assets acquired14,673
Liabilities assumed:
Accounts payable213
Other current liabilities (a)721
Long-term debt, excluding current maturities4,013
Other deferred credits and liabilities201
Total liabilities assumed5,148
Total identifiable net assets9,525
Goodwill4,589
Total purchase price$14,114

(a) - Includes contingent liabilities, primarily related to the amounts accrued for the Corpus Christi matter described in Note P.

In 2024, we recorded adjustments to the preliminary purchase price allocation that resulted in an increase to goodwill of $165 million due to additional information received during the measurement period. The adjustment is due primarily to a decrease in property, plant and equipment of approximately $100 million, and an increase to certain contingencies that existed as of the acquisition date.

Property, plant and equipment:

Property, plant and equipment consists primarily of pipeline, pipeline-related equipment, storage tanks and processing equipment and will be depreciated on a straight-line basis over the estimated useful lives of the assets.

Intangible assets:

The preliminary value of net identifiable intangible assets relates to customer relationships that will be amortized over the period of expected benefit.

Long-term debt, excluding current maturities:

We assumed the outstanding debt of Magellan and utilized publicly traded prices to estimate the fair value. The debt comprises senior unsecured obligations with varying maturities and interest rates as outlined in Note H. Recognizing the debt at its acquisition date fair value resulted in a discount from the notional value. The discount will be amortized into interest expense over the remaining life of the debt.

Goodwill:

Goodwill primarily represents expected tax benefits from future depreciation and amortization of acquired assets and commercial synergies, and is expected to be fully deductible for tax purposes. For additional information on goodwill, see Note G.

Transaction Costs - The following table sets forth the impact of acquisition related transaction costs in our Consolidated Statements of Income as of the periods indicated:

Years Ended
Dec. 31,
2024 (a)2023 (b)
(Millions of dollars)
Transaction costs$73$158
Interest expense2321
Total$96$179

(a) - Primarily non-recurring costs related to advisory fees and bridge commitment fees associated with the EnLink Controlling Interest Acquisition and Medallion Acquisition.

(b) - Primarily non-recurring costs related to advisory fees, severance and settlement of share based awards for certain Magellan employees and integrations costs, as well as bridge facility commitment fees associated with the Magellan Acquisition.

Pro Forma Financial Information (unaudited)

The following table sets forth the unaudited supplemental pro forma financial information for the years ended Dec. 31, 2024, 2023 and 2022, as if we had completed the Magellan Acquisition on Jan. 1, 2022, and the EnLink Controlling Interest Acquisition and the Medallion Acquisition on Jan. 1, 2023:

Year Ended Dec. 31, 2024
Pro Forma EnLink Controlling Interest AcquisitionPro Forma Medallion AcquisitionPro Forma Combined
As reported
(Millions of dollars)
Revenues$21,698$4,891$1,078$27,667
Net income$3,112$288$81$3,481
Year Ended Dec. 31, 2023
Pro Forma EnLink Controlling Interest AcquisitionPro Forma Medallion AcquisitionPro Forma Magellan AcquisitionPro Forma Combined
As reported
(Millions of dollars)
Revenues$17,677$6,671$947$2,322$27,617
Net income$2,659$383$(16)$232$3,258

The summarized unaudited pro forma information reflects the following adjustments:

  • Reflects depreciation and amortization based on the preliminary fair values of property, plant and equipment, and intangible assets;

  • Reflects non-recurring transaction costs incurred presented above that were reclassified and included in pro forma net income as if they had been incurred as of the earliest period presented for each respective acquisition;

  • Reflects interest expense related to the underwritten public offerings of senior unsecured notes used to fund the cash consideration and other costs related to the acquisitions;

  • Reflects the amortization of excess fair value of Magellan and EnLink share-based awards;

  • Reflects the income tax effect of the pro forma adjustments;

  • Reflects the elimination of historical activity between ONEOK, EnLink and Medallion.

C. MEDFORD INCIDENT

In 2022, a fire occurred at our 210 MBbl/d Medford, Oklahoma, NGL fractionation facility. In the first quarter of 2023, we reached an agreement with our insurers to settle all claims for physical damage and business interruption related to the Medford incident. Under the terms of the settlement agreement, we agreed to resolve the claims for total insurance payments of $930 million, $100 million of which was received in 2022. The remaining $830 million was received in the first quarter of 2023. The proceeds serve as settlement for property damage, business interruption claims to the date of the settlement and as payment in lieu of future business interruption insurance claims. We applied the $830 million received to our outstanding insurance receivable at Dec. 31, 2022, of $51 million, and recorded an operational gain for the remaining $779 million in other operating income, net, within the Consolidated Statement of Income. We classified proceeds received within the Consolidated Statement of Cash Flows based on our assessment of the nature of the loss (property and business interruption) included in the settlement.

D. FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements - The following tables set forth our recurring fair value measurements as of the dates indicated:

Dec. 31, 2024
Level 1Level 2Level 3Total - GrossNetting (a)Total - Net
(Millions of dollars)
Derivative assets
Commodity contracts$41$34$—$75$(72)$3
Total derivative assets$41$34$—$75$(72)$3
Derivative liabilities
Commodity contracts$(40)$(46)$—$(86)$81$(5)
Total derivative liabilities$(40)$(46)$—$(86)$81$(5)

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheet on a net basis. We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us. At Dec. 31, 2024, we held no cash and posted cash of $45 million with a counterparty, including $10 million of cash collateral that is offsetting derivative net liability positions under master-netting arrangements in the table above. The remaining $35 million of cash collateral in excess of derivative liability positions is included in other current assets in our Consolidated Balance Sheet.

Dec. 31, 2023
Level 1Level 2Level 3Total - GrossNetting (a)Total - Net
(Millions of dollars)
Derivative assets
Commodity contracts$109$68$—$177$(125)$52
Total derivative assets$109$68$—$177$(125)$52
Derivative liabilities
Commodity contracts$(40)$(44)$—$(84)$84$—
Total derivative liabilities$(40)$(44)$—$(84)$84$—

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheet on a net basis. We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us. At Dec. 31, 2023, we posted no cash and held cash of $41 million with various counterparties, which offsets our derivative net asset position under master-netting arrangements as shown in the table above.

Other Financial Instruments - The approximate fair value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings is equal to book value due to the short-term nature of these items. Our cash and cash equivalents are composed of bank and money market accounts and are classified as Level 1. Our short-term borrowings are classified as Level 2 since the estimated fair value of the short-term borrowings can be determined using information available in the commercial paper market. We have investments associated with our supplemental executive retirement plan and nonqualified deferred compensation plan that are carried at fair value and primarily are composed of mutual funds, municipal bonds and other fixed income securities classified as Level 1 and Level 2.

The estimated fair value of our consolidated long-term debt, including current maturities, was $30.8 billion and $21.4 billion at Dec. 31, 2024 and 2023, respectively. The book value of our consolidated long-term debt, including current maturities, was $32.1 billion and $21.7 billion at Dec. 31, 2024 and 2023, respectively. The estimated fair value of the aggregate senior notes outstanding was determined using quoted market prices for similar issues with similar terms and maturities. The estimated fair value of our consolidated long-term debt is classified as Level 2.

E. RISK-MANAGEMENT AND HEDGING ACTIVITIES USING DERIVATIVES

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

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

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

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

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

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

  • Collars - Combination of a purchased put option and a sold call option, which places a floor and ceiling price for commodity sales being hedged.

We may also use other instruments to mitigate commodity price risk.

In our Natural Gas Gathering and Processing segment, we are exposed to commodity price risk as a result of retaining a portion of the commodity sales proceeds associated with our fee with POP contracts. Under certain fee with POP contracts, our fees and POP percentage may increase or decrease if production volumes, delivery pressures or commodity prices change relative to specified thresholds. We also are exposed to basis risk between the various production and market locations where we buy and sell commodities. As part of our hedging strategy, we use the previously described commodity derivative financial instruments and physical-forward contracts to reduce the impact of price fluctuations related to natural gas, NGLs and condensate.

In our Natural Gas Liquids segment, we are primarily exposed to commodity price risk resulting from the relative values of the various Purity NGLs to each other, the value of NGLs in storage and the relative value of NGLs to natural gas. We are also exposed to location price differential risk as a result of the relative value of NGL purchases at one location and sales at another location, primarily related to our optimization and marketing business. As part of our hedging strategy, we utilize physical-forward contracts and commodity derivative financial instruments to reduce the impact of price fluctuations related to NGLs.

In our Natural Gas Pipelines segment, we are primarily exposed to commodity price risk on our intrastate pipelines because they consume natural gas in operations and retain natural gas from our customers for operations or as part of our fee for compression services provided. When the amount consumed in operations differs from the amount provided by our customers, our pipelines must buy or sell natural gas, or store or use natural gas inventory, which can expose this segment to commodity price risk depending on the regulatory treatment for this activity. To the extent that commodity price risk in our Natural Gas Pipelines segment is not mitigated by fuel cost-recovery mechanisms, we may use physical-forward sales or purchases to reduce the impact of natural gas price fluctuations. At Dec. 31, 2024 and 2023, there were no financial derivative instruments with respect to our natural gas pipeline operations.

In our Refined Products and Crude segment, we are primarily exposed to commodity price risk from our liquids blending and marketing activities, as well as product retained during the operations of our pipelines and terminals. As part of our hedging strategy, we use the previously described commodity derivative financial instruments and physical-forward contracts to reduce the impact of price fluctuations related to NGLs, Refined Products and crude oil.

Interest-rate risk - We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps. Treasury locks are agreements to pay the difference between the benchmark Treasury rate and the rate that is designated in the terms of the agreement. In the third quarter of 2024, we entered into $1.5 billion of Treasury locks to hedge the variability of interest payments on a portion of our forecasted debt issuances. In the same quarter, we settled all of our $1.5 billion Treasury locks related to our underwritten public offering of $7.0 billion senior unsecured notes associated with the EnLink Controlling Interest Acquisition and Medallion Acquisition. All of our Treasury locks were designated as cash flow hedges. At Dec. 31, 2024, and Dec. 31, 2023, we had no outstanding Treasury lock agreements.

Interest-rate swaps are agreements to exchange interest payments at some future point based on specified notional amounts. EnLink previously entered into $400 million interest rate swaps 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 the termination of the EnLink AR Facility. At Dec. 31, 2024, and Dec. 31, 2023, we had no outstanding interest-rate swap agreements.

Fair Values of Derivative Instruments - See Note A for a discussion of the inputs associated with our fair value measurements. The following table sets forth the fair values of our derivative instruments presented on a gross basis as of the dates indicated:

Dec. 31, 2024Dec. 31, 2023
Location in our Consolidated Balance SheetsAssets(Liabilities)Assets(Liabilities)
(Millions of dollars)
Derivatives designated as hedging instruments
Commodity contracts (a)(b)Other current assets$39$(47)$163$(78)
Total derivatives designated as hedging instruments39(47)163(78)
Derivatives not designated as hedging instruments
Commodity contracts (a)(b)Other current assets/liabilities36(33)14(6)
Other deferred credits—(6)——
Total derivatives not designated as hedging instruments36(39)14(6)
Total derivatives$75$(86)$177$(84)

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

(b) - At Dec. 31, 2024, our derivative net liability positions under master-netting arrangements for financial commodity contracts were offset by cash collateral of $10 million.

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

Dec. 31, 2024Dec. 31, 2023
Contract TypeNet Purchased/Payor (Sold/Receiver)
Derivatives designated as hedging instruments:
Cash flow hedges
Fixed price
-Natural gas (Bcf)Futures and swaps(12.2)(16.0)
-NGLs, Refined Products and crude oil (MMBbl)Futures and swaps(12.2)(14.5)
-Power (Gigawatt hour)Futures and swaps—22.1
Basis
-Natural gas (Bcf)Futures and swaps(11.2)(16.0)
Derivatives not designated as hedging instruments:
Fixed price
-Natural gas (Bcf)Futures and swaps(8.0)(0.7)
-NGLs, Refined Products and crude oil (MMBbl)Futures and swaps(2.7)0.1
Basis
-Natural gas (Bcf)Futures and swaps(3.7)(0.7)
-NGLs, Refined Products, and crude oil (MMBbl)Futures and swaps(0.2)(0.1)
Swing swaps
-Natural gas (Bcf)Futures and swaps(0.2)—

Cash Flow Hedges - At Dec. 31, 2024 and 2023, the accumulated other comprehensive income (loss) relating to risk-management assets and liabilities, net of taxes, was $(38) million and $31 million, respectively. Corresponding unrealized gains (losses) related to risk-management assets and liabilities at Dec. 31, 2024, are not material.

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

Years Ended Dec. 31,
202420232022
(Millions of dollars)
Commodity contracts$(50)$147$(85)
Interest-rate contracts(19)54206
Total unrealized change in fair value of cash flow hedges in other comprehensive income (loss)$(69)$201$121

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

Derivatives in Cash Flow Hedging RelationshipsLocation of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income
Years Ended Dec. 31,
202420232022
(Millions of dollars)
Commodity contractsCommodity sales revenues$60$201$(484)
Cost of sales and fuel(19)(93)257
Interest-rate contractsInterest expense(20)(21)(34)
Total change in fair value of cash flow hedges reclassified from accumulated other comprehensive loss into net income on derivatives$21$87$(261)

Credit Risk - We monitor the creditworthiness of our counterparties and compliance with policies and limits established by our Risk Oversight and Strategy Committee. We maintain credit policies with regard to our counterparties that we believe minimize credit risk. These policies include an evaluation of potential counterparties’ financial condition (including credit ratings, bond yields and credit default swap rates), collateral requirements under certain circumstances and the use of

standardized master-netting agreements that allow us to net the positive and negative exposures associated with a single counterparty. We use internally developed credit ratings for counterparties that do not have a credit rating.

Our financial commodity derivatives are primarily settled through a NYMEX or Intercontinental Exchange clearing broker account with daily margin requirements. However, we may enter into financial derivative instruments that contain provisions that require us to maintain an investment-grade credit rating from S&P, Fitch and/or Moody’s. If our credit ratings on our senior unsecured long-term debt were to decline below investment grade, the counterparties to the derivative instruments could request collateralization on derivative instruments in net liability positions.

The counterparties to our derivative contracts typically consist of major energy companies, financial institutions and commercial and industrial end users. This concentration of counterparties may affect our overall exposure to credit risk, either positively or negatively, in that the counterparties may be affected similarly by changes in economic, regulatory or other conditions. Based on our policies, exposures, credit and other reserves, we do not anticipate a material adverse effect on our financial position or results of operations as a result of counterparty nonperformance.

At Dec. 31, 2024, the credit exposure from our derivative assets is with investment-grade companies in the financial services sector.

F. PROPERTY, PLANT AND EQUIPMENT

The following table sets forth our property, plant and equipment by property type, as of the dates indicated:

Estimated Useful Lives (Years)Dec. 31, 2024Dec. 31, 2023
(Millions of dollars)
Gathering pipelines and related equipment5 to 40$11,643$5,077
Processing and fractionation and related equipment3 to 4012,4068,591
Storage and related equipment5 to 543,6843,330
Transmission pipelines and related equipment5 to 8721,31518,551
General plant and other2 to 601,3161,002
Land—592375
Construction work in process—1,3181,528
Property, plant and equipment52,27438,454
Accumulated depreciation and amortization(6,339)(5,757)
Net property, plant and equipment$45,935$32,697

The depreciation expense for the years ended Dec. 31, 2024 and 2023, was $1.1 billion and $736 million, respectively.

We incurred costs for construction work in process that had not been paid at Dec. 31, 2024, 2023 and 2022, of $179 million, $242 million and $171 million, respectively. Such amounts are not included in capital expenditures (less AFUDC) on the Consolidated Statements of Cash Flows.

EnLink Controlling Interest Acquisition - In October 2024, we completed the EnLink Controlling Interest Acquisition and acquired property, plant and equipment, which primarily include pipeline and rights of way, pipeline-related equipment, processing plant and fractionators valued at $11.4 billion.

Medallion Acquisition - In October 2024, we completed the Medallion Acquisition and acquired property, plant and equipment, which primarily include pipeline and pump station equipment, valued at $1.6 billion.

Interstate Natural Gas Pipeline Divestiture - In December 2024, we completed the sale of three of our wholly owned interstate natural gas pipeline systems to DT Midstream, Inc. These assets, which are primarily transmission pipelines and related equipment, had a gross cost basis of $1.3 billion.

Magellan Acquisition - In September 2023, we completed the Magellan Acquisition and acquired property, plant and equipment, which primarily include pipeline, pipeline-related equipment, storage tanks and processing equipment, valued at $11.6 billion.

G. GOODWILL AND INTANGIBLE ASSETS

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

Natural Gas Gathering and ProcessingNatural Gas LiquidsNatural Gas PipelinesRefined Products and CrudeTotal
(Millions of dollars)
Gross goodwill$153$371$157$4,424$5,105
Accumulated impairment losses(153)———(153)
Dec. 31, 2023—3711574,4244,952
Magellan Acquisition measurement period adjustments (a)———165165
EnLink Controlling Interest Acquisition (b)4861,4612295412,717
Medallion Acquisition (c)———259259
Gulf Coast NGL pipeline acquisition—31——31
Interstate natural gas pipeline divestiture——(33)—(33)
Dec. 31, 2024$486$1,863$353$5,389$8,091

(a) - During the remaining measurement period subsequent to Dec. 31, 2023, we recorded adjustments to the Magellan preliminary purchase price allocation that resulted in an increase to goodwill of $165 million.

(b) - We established deferred income tax liabilities resulting from the carryover tax basis, which increased goodwill. The remainder of the goodwill primarily represents commercial synergies. Goodwill will not be deductible for tax purposes. The allocation of goodwill is preliminary and may be updated as we continue to evaluate the benefits of expected commercial synergies to our segments.

(c) - Goodwill represents commercial synergies. The allocation of goodwill is preliminary and may be updated as we continue to evaluate the benefits of expected commercial synergies to our segments.

Intangible Assets - Our intangible assets relate primarily to acquired customer relationships from our recent acquisitions and are being amortized on a straight-line basis over a weighted average life of 27 years. Amortization expense for intangible assets was $62 million in 2024, $33 million in 2023 and $10 million in 2022. The amortization expense for each of the next five years is estimated to be $130 million. The following table reflects the gross carrying amount and accumulated amortization of intangible assets as of the dates presented:

Dec. 31,
20242023
(Millions of dollars)
Gross intangible assets (a)$3,290$1,505
Accumulated amortization(251)(189)
Intangible assets, net$3,039$1,316

(a) - Increases to gross intangible assets primarily represent customer relationships associated with the EnLink Controlling Interest Acquisition and the Medallion Acquisition.

H. DEBT

The following table sets forth ONEOK and ONEOK Partners debt as of the dates indicated:

Dec. 31, 2024Dec. 31, 2023
(Millions of dollars)
Commercial paper outstanding (a)$—$—
Senior unsecured obligations:
$500 at 2.75% due September 2024—484
$500 at 4.9% due March 2025—500
$250 at 3.2% due March 2025250250
$400 at 2.2% due September 2025387387
$600 at 5.85% due January 2026600600
$650 at 5.0% due March 2026650650
$750 at 5.55% due November 2026750750
$500 at 4.0% due July 2027500500
$1,250 at 4.25% due September 20271,250—
$800 at 4.55% due July 2028800800
$100 at 6.875% due September 2028100100
$750 at 5.65% due November 2028750750
$700 at 4.35% due March 2029700700
$750 at 3.4% due September 2029714714
$600 at 4.4% due October 2029600—
$850 at 3.1% due March 2030780780
$500 at 3.25% due June 2030500500
$500 at 5.8% due November 2030500500
$600 at 6.35% due January 2031600600
$1,250 at 4.75% due October 20311,250—
$750 at 6.1% due November 2032750750
$1,500 at 6.05% due September 20331,5001,500
$1,600 at 5.05% due November 20341,600—
$400 at 6.0% due June 2035400400
$600 at 6.65% due October 2036600600
$250 at 6.4% due May 2037250250
$600 at 6.85% due October 2037600600
$650 at 6.125% due February 2041650650
$250 at 4.2% due December 2042250250
$400 at 6.2% due September 2043400400
$550 at 5.15% due October 2043550550
$250 at 4.2% due March 2045250250
$500 at 4.25% due September 2046500500
$700 at 4.95% due July 2047564564
$500 at 4.2% due October 2047500500
$1,000 at 5.2% due July 2048919919
$500 at 4.85% due February 2049500500
$750 at 4.45% due September 2049576576
$500 at 4.5% due March 2050443443
$800 at 3.95% due March 2050797797
$300 at 7.15% due January 2051300300
$1,750 at 6.625% due September 20531,7501,750
$1,500 at 5.7% due November 20541,500—
$800 at 5.85% due November 2064800—
Guardian $120 term loan, rate of 6.58% as of Dec. 31, 2023 (b)—120
Viking $60 term loan, rate of 6.71% as of Dec. 31, 2023 (b)—60
Total ONEOK and ONEOK Partners debt28,63022,794
Unamortized debt discounts(992)(1,015)
Unamortized debt issuance costs and terminated swaps(166)(112)
Current maturities of long-term debt(637)(484)
Long-term ONEOK and ONEOK Partners debt$26,835$21,183

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

(b) - In December 2024, we repaid the Guardian $120 million and the Viking $60 million term loan agreements, plus accrued and unpaid interest, with cash on hand, as part of the interstate natural gas pipeline divestiture.

The following table sets forth EnLink and EnLink Partners’ debt, which was acquired in the EnLink Controlling Interest Acquisition on Oct. 15, 2024:

Dec. 31, 2024
(Millions of dollars)
Senior unsecured obligations: (a)
$750 at 4.15% due June 2025$422
$500 at 4.85% due July 2026491
$500 at 5.625% due January 2028500
$500 at 5.375% due June 2029499
$1,000 at 6.5% due September 20301,000
$500 at 5.65% due September 2034500
$350 at 5.6% due April 2044340
$450 at 5.05% due April 2045413
$500 at 5.45% due June 2047448
Total EnLink debt4,613
Unamortized debt discounts, net(8)
Current maturities of long-term debt(422)
Long-term EnLink debt$4,183

(a) - Amounts are presented at face value with discount to fair value included in unamortized debt discounts, net.

Debt Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership and Magellan (Obligated Group) have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness. At Dec. 31, 2024, EnLink was a subsidiary of ONEOK, did not guarantee ONEOK or ONEOK Partners’ indebtedness and was excluded from the Obligated Group. EnLink and EnLink Partners’ outstanding debt securities presented in the table above were not guaranteed by the Obligated Group as of Dec. 31, 2024.

Subsequent event - At the completion of the EnLink Acquisition on Jan. 31, 2025, ONEOK assumed the outstanding debt of EnLink and EnLink Partners (the Assumed Debt) such that EnLink and EnLink Partners were each released from all debt obligations and provided a guarantee for our and ONEOK Partners’ indebtedness to the holders of each series of outstanding securities, including for the Assumed Debt. EnLink and EnLink Partners are now included in the Obligated Group.

$2.5 Billion Credit Agreement - Our $2.5 Billion Credit Agreement is a revolving credit facility and contains certain customary conditions for borrowing, as well as customary financial, affirmative and negative covenants. Among other things, these covenants include maintaining a ratio of consolidated net indebtedness to adjusted EBITDA (EBITDA, as defined in our $2.5 Billion Credit Agreement, adjusted for all noncash charges and increased for projected EBITDA from certain lender-approved capital expansion projects). In addition, adjusted EBITDA as defined in our $2.5 Billion Credit Agreement allows inclusion of the trailing 12 months of consolidated adjusted EBITDA of the acquired business. In May 2024, we entered into an amendment to our $2.5 Billion Credit Agreement that extended the maturity date by one year, from June 2027 to June 2028. All other terms and conditions of our $2.5 Billion Credit Agreement remain unchanged. In June 2024, we completed the acquisition of a system of NGL pipelines, which allowed us to elect an acquisition adjustment period under our $2.5 Billion Credit Agreement and, as a result, increased our leverage ratio covenant to 5.5 to 1. In October 2024, we completed the EnLink Controlling Interest Acquisition and Medallion Acquisition, which effectively extended our acquisition adjustment period until the quarter ending June 30, 2025, after which it will decrease to 5.0 to 1.

The $2.5 Billion Credit Agreement includes a $100 million sublimit for the issuance of standby letters of credit and a $200 million sublimit for swingline loans. Under the terms of the $2.5 Billion Credit Agreement, we may request up to an aggregate $1.0 billion increase in the size of the facility, upon satisfaction of customary conditions, including receipt of commitments from new lenders or increased commitments from existing lenders. The $2.5 Billion Credit Agreement contains provisions for an applicable margin rate and an annual facility fee, both of which adjust with changes in our credit ratings. Borrowings, if any, will accrue at Term SOFR plus an applicable margin based on our credit ratings at the time of determination plus an adjustment of 10 basis points. Under our current credit ratings, the applicable margin on any borrowings would be 110 basis points. We are required to pay an annual facility fee equal to the daily amount of aggregate commitments under the $2.5 Billion Credit Agreement times an applicable rate based on our credit rating at the time of determination. Under our current credit ratings, the applicable rate is 15 basis points. We have the option to request an additional one-year maturity extension, subject to lender approvals. The $2.5 Billion Credit Agreement also contains various customary events of default, the occurrence of which could result in a termination of the lenders’ commitments and the acceleration of all of our obligations thereunder. As of Dec. 31,

2024, we had no outstanding borrowings, our ratio of consolidated indebtedness to adjusted EBITDA was 4.0 to 1, and we were in compliance with all covenants under our $2.5 Billion Credit Agreement.

Subsequent event - In February 2025, we amended and restated our $2.5 Billion Credit Agreement to increase the size to $3.5 billion, extend the term to February 2030 and make other non-material modifications. All other terms and conditions are substantially the same.

EnLink Revolving Credit Facility - In October 2024, we completed the EnLink Controlling Interest Acquisition and as a result, we acquired the EnLink Revolving Credit Facility. The EnLink Revolving Credit Facility, which matures in June 2027, is a $1.4 billion unsecured revolving credit facility which includes a $500 million letter of credit subfacility.

Borrowings under the EnLink Revolving Credit Facility bear interest at Term SOFR plus a Term SOFR spread adjustment of 0.10% per annum and an applicable margin (ranging from 1.125% to 2.00%) or the Base Rate (the highest of the federal funds rate plus 0.50%, one-month Adjusted Term SOFR plus 1.0% or the administrative agent’s prime rate) plus an applicable margin (ranging from 0.125% to 1.00%). The EnLink Revolving Credit Facility contains certain financial, operational and legal covenants. As of Dec. 31, 2024, we had no borrowings outstanding and we were in compliance with the financial covenants of the EnLink Revolving Credit Facility.

Subsequent event - Upon closing of the EnLink Acquisition on Jan. 31, 2025, the EnLink Revolving Credit Facility was terminated.

EnLink AR Facility - In October 2024, we completed the EnLink Controlling Interest Acquisition and as a result, we acquired the $500 million EnLink AR Facility. In December 2024, EnLink terminated the AR Facility, and we entered into an agreement to provide revolving unsecured loans to EnLink through a promissory note at an interest rate of 4.85% at Dec. 31, 2024. This is a floating rate agreement, which bears interest at ONEOK’s current short-term borrowing rate plus 0.25%. At Dec. 31, 2024, we held a promissory note receivable of $510 million, which was eliminated in consolidation. Interest earned from this agreement was not material.

Subsequent Event - Upon closing of the EnLink Acquisition on Jan. 31, 2025, we effectively terminated the agreement to provide revolving unsecured loans to EnLink.

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

Debt Issuances - We completed the following underwritten public offerings for the periods presented:

2024 (a)2023 (b)2022 (c)
CouponInterestCouponInterestCouponInterest
(Millions of dollars)(Millions of dollars)(Millions of dollars)
3 year note$1,2504.25%$7505.55%
5 year note6004.4%7505.65%
7 year note1,2504.75%5005.80%
10 year note1,6005.05%1,5006.05%$7506.1%
30 year note1,5005.7%1,7506.625%
40 year note8005.85%
$7,000$5,250$750

(a) - The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $6.9 billion. The net proceeds from this offering were used to fund the EnLink Controlling Interest Acquisition and the Medallion Acquisition, purchase additional interests in a Medallion joint venture owned by a separate third party, to pay fees and expenses related to the acquisitions and to repay outstanding indebtedness.

(b) - The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $5.2 billion. The net proceeds were used to fund the cash consideration and other costs related to the Magellan Acquisition.

(c) - The proceeds were used primarily to repay all outstanding amounts under our commercial paper program. The remainder was used for general corporate purposes.

Debt Repayments - In December 2024, we redeemed our $500 million, 4.9% senior notes due March 2025 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand.

In December 2024, we repaid $120 million of borrowings under the Guardian Term Loan Agreement and $60 million of borrowings under the Viking Term Loan Agreement, plus accrued and unpaid interest, with cash on hand, as part of the interstate natural gas pipeline divestiture.

Subsequent to the EnLink Controlling Interest Acquisition, we repaid $465 million of borrowings under the EnLink Revolving Credit Facility with cash on hand.

Subsequent to the EnLink Controlling Interest Acquisition, we repaid $374 million of borrowings under the EnLink AR Facility with cash on hand and terminated the EnLink AR Facility.

In September 2024, we repaid the remaining $484 million of our $500 million, 2.75% senior notes at maturity with cash on hand.

In 2023, we repurchased in the open market outstanding principal of certain of our senior notes in the amount of $322 million for an aggregate repurchase price of $280 million, including accrued and unpaid interest, with cash on hand. In connection with these open market repurchases, we recognized $41 million of net gains on extinguishment of debt, which is included in other income (expense), net in our Consolidated Statement of Income for the year ended Dec. 31, 2023.

In 2023, we redeemed our $500 million, 7.5% senior notes due September 2023 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand.

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

In 2022, we redeemed the remaining $896 million of our 3.375% senior notes due October 2022 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand and short-term borrowings.

The aggregate maturities of long-term debt outstanding and interest payments on total debt outstanding as of Dec. 31, 2024, for the years 2025 through 2029 are shown below:

Senior Unsecured ObligationsInterest Obligations on DebtTotal
(Millions of dollars)
2025$1,059$1,708$2,767
2026$2,491$1,615$4,106
2027$1,750$1,537$3,287
2028$2,150$1,435$3,585
2029$2,513$1,320$3,833

Compliance with Debt Covenants - As of Dec. 31, 2024, we were in compliance with the covenants contained in our various debt agreements.

Other - We amortize premiums, discounts and expenses incurred in connection with the issuance of long-term debt consistent with the terms of the respective debt instrument.

I. EQUITY

Noncontrolling Interests - In October 2024, we completed the EnLink Controlling Interest Acquisition, acquiring GIP’s interest in EnLink consisting of approximately 43% of the outstanding EnLink Units. In connection with the EnLink Controlling Interest Acquisition, we recorded noncontrolling interest with a fair value of $5.1 billion representing the approximately 57% of outstanding EnLink Units we did not own, the Series B Preferred Units and partially owned consolidated subsidiaries of EnLink.

Included within noncontrolling interest are Series B Preferred Units, which were issued under EnLink Partners’ partnership agreement and represent noncontrolling ownership interests in EnLink Partners. EnLink Partners is a controlled subsidiary of EnLink in which EnLink owns all of the outstanding common units. Series B Preferred Units are exchangeable for EnLink Units in an amount equal to the number of outstanding Series B Preferred Units multiplied by an exchange ratio of 1.15, subject to certain adjustments. The exchange is subject to our option to pay cash instead of issuing additional EnLink common units.

As of Dec. 31, 2024, $515 million of noncontrolling interest on our Consolidated Balance Sheet relate to Series B Preferred Units, and there were 27.4 million units outstanding. There were no Series B Preferred Units converted or redeemed during the ownership period of Oct. 15, 2024 through Dec. 31, 2024. Distributions made on Series B Preferred Units were not material.

EnLink owns a 50.1% interest in the Delaware Basin JV, which owns processing facilities located in the Delaware Basin in Texas. Noncontrolling interest includes the other owner’s minority interest in the Delaware Basin JV. As of Dec. 31, 2024, $684 million of noncontrolling interest on our Consolidated Balance Sheet relates to the Delaware Basin JV. The other partially owned consolidated subsidiary of EnLink is not material.

Subsequent event - 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. We issued 41 million shares of common stock, with a fair value of $4.0 billion. There are no remaining Series B Preferred Units outstanding.

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

EnLink Series C Preferred Units - Series C Preferred Units represented noncontrolling ownership interests in EnLink Partners. In September 2024, EnLink gave notice to redeem all of its outstanding Series C Preferred Units, and reclassified the obligation to a liability on their Consolidated Balance Sheet. On Oct. 17, 2024, EnLink redeemed all outstanding Series C Preferred Units at $1,000 per Series C Preferred Unit, plus $8.28 per Series C Preferred Unit of unpaid distributions, for $365 million with proceeds received from borrowings under the EnLink Revolving Credit Facility. As of Dec. 31. 2024, there are no remaining Series C Preferred Units outstanding.

Equity Issuances - In September 2023, we completed the Magellan Acquisition. Pursuant to the Merger Agreement, each common unit of Magellan was exchanged for a fixed ratio of 0.667 shares of ONEOK common stock and $25.00 of cash. We issued approximately 135 million shares of common stock, with a fair value of approximately $9.0 billion as of the closing date of the Magellan Acquisition.

We have an “at-the-market” equity program for the offer and sale from time to time of our common stock up to an aggregate offering price of $1.0 billion. The program allows us to offer and sell common stock at prices we deem appropriate through a sales agent, in forward sales transactions through a forward seller or directly to one or more of the program’s managers acting as principals. Sales of our common stock may be made by means of ordinary brokers’ transactions on the NYSE, in block transactions or as otherwise agreed to between us and the sales agent. We are under no obligation to offer and sell common stock under the program. As of Dec. 31, 2024, no shares have been sold through our “at-the-market” program.

Share Repurchase Program - In January 2024, our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock. We expect shares to be acquired from time to time in open-market transactions or through privately negotiated transactions at our discretion, subject to market conditions and other factors. The program will terminate upon completion of the repurchase of $2.0 billion of common stock or on Jan. 1, 2029, whichever occurs first. As of Dec. 31, 2024, we repurchased $172 million of our outstanding common stock under the program, which were funded by cash on hand and short-term borrowings.

Dividends - Holders of our common stock share equally in any dividend declared by our Board of Directors, subject to the rights of the holders of outstanding Series E Preferred Stock. Dividends paid totaled $2.3 billion, $1.8 billion and $1.7 billion for 2024, 2023 and 2022, respectively. The following table sets forth the quarterly dividends per share paid on our common stock in the periods indicated:

Years Ended Dec. 31,
202420232022
First Quarter$0.99$0.955$0.935
Second Quarter0.990.9550.935
Third Quarter0.990.9550.935
Fourth Quarter0.990.9550.935
Total$3.96$3.82$3.74

Additionally, a common stock dividend of $1.03 per share ($4.12 per share on an annualized basis) was declared for shareholders of record at the close of business on Feb. 3, 2025, payable Feb. 14, 2025.

J. VARIABLE INTEREST ENTITIES

Consolidated Variable Interest Entities (VIE)s - As of Dec. 31, 2024, we consolidate the following VIEs:

EnLink - We control EnLink through our ownership of its managing member. EnLink is a VIE because the holders of the membership interest do not have substantive kick-out rights or participating rights over the managing member. We are the primary beneficiary of EnLink because we have the power through our 100% ownership of the managing member, to control decisions that most significantly impact EnLink. We consolidate EnLink and record a noncontrolling interest for the interest that we do not own. We also record a noncontrolling interest related to EnLink’s Series B Preferred Units.

Subsequent Event - Upon closing of the EnLink Acquisition on Jan. 31, 2025, EnLink is no longer considered a VIE.

Delaware Basin JV - EnLink owns a 50.1% interest in the Delaware Basin JV, which owns processing facilities located in the Delaware Basin in Texas. The Delaware Basin JV is a VIE because the other owner does not have substantive kick-out rights or participating rights over the managing member. As the managing member, we are the primary beneficiary because we control the decisions that most significantly impact the Delaware Basin JV. After June 30, 2025, our joint venture partner has the right to cause the Delaware Basin JV to commence a sale process to sell all of the outstanding interests or assets of the Delaware Basin JV for the best available price. If our joint venture partner exercises this right, we are permitted to purchase their interest at a certain call price.

Ascension Pipeline Company, LLC (Ascension) - EnLink owns a 50% interest in Ascension, which owns an NGL transmission pipeline that connects EnLink’s Riverside fractionator to the other owner’s refinery. Ascension is a VIE because the other owner does not have the ability to remove us as the managing member. They also do not have the ability to participate or block our decisions as the managing member, which makes us the primary beneficiary because we control the decisions that most significantly impact Ascension.

The following table presents the balance sheet information for the assets and liabilities of our consolidated VIEs, which are included in our Consolidated Balance Sheet:

Dec. 31, 2024
(Millions of dollars)
Assets:
Cash and cash equivalents$46
Accounts receivable, net735
Inventories54
Other current assets39
Property, plant and equipment, net11,397
Investments in unconsolidated affiliates317
Goodwill2,717
Intangible assets, net1,047
Other assets134
Liabilities:
Current maturities of long-term debt$422
Accounts payable639
Commodity imbalances10
Accrued taxes5
Accrued interest73
Other current liabilities85
Long-term debt, excluding current maturities4,693
Deferred income taxes2,041
Other deferred credits97

K. EARNINGS PER SHARE

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

Year Ended Dec. 31, 2024
IncomeSharesPer Share Amount
(Millions, except per share amounts)
Basic EPS
Net income attributable to ONEOK available for common stock$3,034584.6$5.19
Diluted EPS
Effect of dilutive securities—1.9
Net income attributable to ONEOK available for common stock and common stock equivalents$3,034586.5$5.17
Year Ended Dec. 31, 2023
IncomeSharesPer Share Amount
(Millions, except per share amounts)
Basic EPS
Net income available for common stock$2,658484.3$5.49
Diluted EPS
Effect of dilutive securities—1.1
Net income available for common stock and common stock equivalents$2,658485.4$5.48
Year Ended Dec. 31, 2022
IncomeSharesPer Share Amount
(Millions, except per share amounts)
Basic EPS
Net income available for common stock$1,721447.5$3.85
Diluted EPS
Effect of dilutive securities—0.9
Net income available for common stock and common stock equivalents$1,721448.4$3.84

L. SHARE-BASED PAYMENTS

Our Equity Incentive Plan (EIP) provides for the granting of stock-based compensation, including restricted stock unit awards and performance unit awards, to eligible employees and the granting of stock awards to non-employee directors. We have reserved 8.5 million shares of common stock for issuance under the EIP and at Dec. 31, 2024, we had 3.2 million shares available for issuance under the plan. This calculation of available shares reflects shares issued and estimated shares expected to be issued upon vesting of outstanding awards granted under the EIP, excluding estimated forfeitures expected to be returned to the plan.

EnLink Controlling Interest Acquisition - As discussed in Note B, we completed the EnLink Controlling Interest Acquisition on Oct. 15, 2024. EnLink has previously issued restricted incentive units and performance units that vest at the end of a designated period, typically three years. The fair value of these awards attributable to pre-combination service was allocated to consideration transferred and was included as part of the purchase price. The portion attributable to post-combination service is being recognized as compensation expense on a straight-line basis over the remaining vesting period of the awards. Compensation expense for the unit-based awards of EnLink for the ownership period is not material. In addition, unrecognized compensation expense related to the outstanding EnLink restricted incentive units and performance units is not material.

Magellan Acquisition - As discussed in Note B, we completed the Magellan Acquisition on Sept. 25, 2023. Prior to the acquisition, Magellan had previously issued unit-based awards consisting of time-vested phantom units and performance phantom units, that vested at the end of a designated period, typically three years. Pursuant to the terms of the Merger Agreement, each outstanding unit-based award was converted into a restricted stock unit and measured at their acquisition date fair value as if they were vested and issued on the acquisition date. The fair value attributable to pre-combination service was allocated to consideration transferred and was included as part of the purchase price. The portion attributable to post-

combination service is being recognized as compensation expense on a straight-line basis over the remaining vesting period of the awards. Converted restricted stock unit awards accrue dividend equivalents that are paid out in cash at vesting.

Restricted Stock Units - We have granted restricted stock units to key employees that vest at the end of a designated period, typically three years, and entitle the grantee to receive shares of our common stock. Restricted stock unit awards are measured at fair value as if they were vested and issued on the grant date and adjusted for estimated forfeitures. Restricted stock unit awards accrue dividend equivalents in the form of additional restricted stock units prior to vesting. Compensation expense is recognized on a straight-line basis over the vesting period of the award.

Performance Unit Awards - We have granted performance unit awards to key employees that vest at the end of a three-year period. Upon vesting, a holder of outstanding performance units is entitled to receive a number of shares of our common stock equal to a percentage (0% to 200%) of the performance units granted, based on our total shareholder return over the vesting period, compared with the total shareholder return of a peer group of other energy companies over the same period. Performance unit awards are measured at fair value on the grant date based on a Monte Carlo model and adjusted for estimated forfeitures. Performance unit awards accrue dividend equivalents in the form of additional performance units prior to vesting. Compensation expense is recognized on a straight-line basis over the vesting period of the award.

Stock Compensation for Non-Employee Directors - The EIP provides for the granting of nonstatutory stock options and stock bonus awards to non-employee directors, including performance unit awards and restricted stock unit awards. Under the EIP, awards may be granted by the Executive Compensation Committee at any time, until grants have been made for all shares authorized under the EIP. The maximum number of shares of common stock and cash-based awards that can be issued to a participant under the EIP during any year is limited to $0.8 million in value as of the grant date. No performance unit awards or restricted stock unit awards have been made to non-employee directors, and there are no options outstanding.

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

Compensation expense, exclusive of those recognized within transaction costs, for our share-based payment plans was $102 million, $63 million and $53 million during 2024, 2023 and 2022, respectively, before related tax benefits of $36 million, $14 million and $13 million, respectively.

Restricted Stock Unit Activity - As of Dec. 31, 2024, we had $43 million of total unrecognized compensation cost related to our nonvested restricted stock unit awards, which is expected to be recognized over a weighted-average period of 1.7 years. The following tables set forth activity and various statistics for our restricted stock unit awards:

Number of UnitsWeighted Average Price
Nonvested Dec. 31, 2023 (a)1,724,565$62.08
Granted512,427$75.42
Released to participants (b)(808,544)$58.60
Forfeited (b)(68,326)$71.14
Nonvested Dec. 31, 2024 (c)1,360,122$68.71

(a) - Includes 847,120 unvested restricted stock unit awards granted in conjunction with the Magellan Acquisition.

(b) - Includes 509,077 restricted stock unit awards released to participants and forfeited in conjunction with the Magellan Acquisition.

(c) - Includes 338,043 restricted stock that remain unvested related to the Magellan Acquisition.

202420232022
Weighted-average grant date fair value (per share)$75.42$66.50$60.96
Fair value of units granted (millions of dollars)$39$111$20
Grant date fair value of units vested (millions of dollars)$47$48$14

Performance Unit Activity - As of Dec. 31, 2024, we had $38 million of total unrecognized compensation cost related to the nonvested performance unit awards, which is expected to be recognized over a weighted-average period of 1.8 years. The following tables set forth activity and various statistics related to the performance unit awards and the assumptions used in the valuations at the respective grant dates:

Number of UnitsWeighted Average Price
Nonvested Dec. 31, 20231,094,940$75.22
Granted452,360$85.69
Released to participants(418,357)$62.32
Forfeited(29,244)$82.10
Nonvested Dec. 31, 20241,099,699$84.25
202420232022
Volatility (a)29.00%63.30%61.10%
Dividend yield5.40%5.75%6.15%
Risk-free interest rate4.46%4.43%1.78%

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

202420232022
Weighted-average grant date fair value (per share)$85.69$87.46$79.05
Fair value of units granted (millions of dollars)$39$32$32
Grant date fair value of units vested (millions of dollars)$26$21$20

Employee Stock Purchase Plan - We have reserved a total of 12 million shares of common stock for issuance under our Employee Stock Purchase Plan (the ESPP). Subject to certain exclusions, all employees are eligible to participate in the ESPP. Employees can choose to have up to 10% of their base pay withheld from each paycheck during the offering period to purchase our common stock, subject to terms and limitations of the plan. The purchase price of the stock is 85% of the lower of its grant date or exercise date market price. Approximately 59%, 69% and 68% of employees participated in the plan in 2024, 2023 and 2022, respectively. Under the plan, we sold 275,874 shares at a weighted average of $64.38 per share in 2024, 236,108 shares at a weighted average of $52.70 per share in 2023 and 235,583 shares at a weighted average of $47.21 per share in 2022.

Employee Stock Award Program - Under our Employee Stock Award Program, we issued, for no monetary consideration, to all eligible employees one share of our common stock when the per-share closing price of our common stock on the NYSE is at or above each one-dollar increment above its previous high closing price. We originally reserved a total of 900,000 shares of common stock for issuance under this program. Shares issued to employees under this program during 2024 totaled 127,825 and we have fully awarded all shares allocated to the program. We expect to request additional shares be issued and allocated to the program during the 2025 Annual Meeting of Shareholders. Employees have received awards through the $103 milestone. No shares were issued to employees under this program in 2023 or 2022.

Deferred Compensation Plan for Non-Employee Directors - Our Deferred Compensation Plan for Non-Employee Directors provides our non-employee directors the option to defer all or a portion of their compensation for their service on our Board of Directors. Under the plan, directors may elect either a cash deferral option or a phantom stock option. Under the cash deferral option, directors may elect to defer the receipt of all or a portion of their annual retainer fees, which will be credited with interest during the deferral period. Under the phantom stock option, directors may defer all or a portion of their annual retainer fees and receive such fees on a deferred basis in the form of shares of common stock under our EIP, which earn the equivalent of dividends declared on our common stock. Shares are distributed to non-employee directors at the fair market value of our common stock at the date of distribution.

M. EMPLOYEE BENEFIT PLANS

Retirement and Other Postretirement Benefit Plans

ONEOK Legacy Retirement Plan - We have a legacy defined benefit pension plan covering certain employees and former employees, which closed to new participants in 2005. In addition, we have a supplemental executive retirement plan for the benefit of certain officers who participate in our defined benefit pension plan. Our supplemental executive retirement plan is closed to new participants. We fund our defined benefit pension plan at a level needed to maintain or exceed the minimum funding levels required by the Employee Retirement Income Security Act of 1974, as amended.

Magellan Legacy Retirement Plans - As a result of the Magellan Acquisition, we assumed the pension plan assets and obligations of Magellan in 2023. These obligations are composed of two defined benefit pension plans, including one for non-union employees and one for union employees. The pension plan for non-union employees closed to new participants upon the closing of the acquisition. The pension plan for union employees closed to new participants in January 2024. We fund these defined benefit pension plans at a level needed to maintain or exceed the minimum funding levels required by the Employee Retirement Income Security Act of 1974, as amended.

Other Postretirement Benefit Plans - We sponsor legacy health and welfare plans that provide postretirement medical and life insurance benefits to employees hired prior to 2017 who retire with at least five years of full-time consecutive service. The postretirement medical plan for pre-Medicare participants is contributory, with retiree contributions adjusted periodically, and contains other cost-sharing features such as deductibles and coinsurance. The postretirement medical plan for Medicare-eligible participants is an account-based plan under which participants may elect to purchase private insurance policies under a private exchange and/or seek reimbursement of other eligible medical expenses. In 2023, we also assumed the postretirement benefit obligations of Magellan which covers certain employees of Magellan.

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

Retirement BenefitsOther Postretirement Benefits
Dec. 31,Dec. 31,
2024202320242023
Change in benefit obligation(Millions of dollars)
Benefit obligation, beginning of period$702$423$51$38
Service cost217——
Interest cost372722
Plan participants’ contributions——11
Actuarial (gain) loss(35)38(5)3
Benefits paid(36)(33)(3)(4)
Magellan Acquisition—240—11
Benefit obligation, end of period (a)6897024651
Change in plan assets
Fair value of plan assets, beginning of period5543221617
Actual return on plan assets126012
Employer contributions5———
Plan participants’ contributions——11
Benefits paid(36)(33)(3)(4)
Magellan Acquisition—205——
Fair value of plan assets, end of period (b)5355541516
Balance at Dec. 31$(154)$(148)$(31)$(35)
Current liabilities$(5)$(5)$—$—
Noncurrent liabilities(149)(143)(31)(35)
Balance at Dec. 31$(154)$(148)$(31)$(35)

(a) - The benefit obligation for Retirement Benefits at Dec. 31, 2024 and 2023, include the supplemental executive retirement plan obligation.

(b) - Fair value of plan assets for Retirement Benefits exclude the assets of our supplemental executive retirement plan, which totaled $92 million and $89 million at Dec. 31, 2024 and 2023, respectively, and are included in other assets on the Consolidated Balance Sheets. These assets are maintained in a rabbi trust and are not treated as assets of the supplemental executive retirement plan.

The accumulated benefit obligation for our retirement plans was $628 million and $637 million at Dec. 31, 2024 and 2023, respectively.

The components of net periodic benefit cost and related assumptions, and amounts recognized in other comprehensive income related to our retirement and other postretirement benefit plans are not material. The balance in accumulated other comprehensive loss at Dec. 31, 2024 and 2023, was $58 million and $64 million, respectively. This balance is expected to be amortized over the average remaining service period of employees participating in these plans.

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

Retirement BenefitsOther Postretirement Benefits
Dec. 31,Dec. 31,
2024202320242023
Discount rate5.80%5.40%5.80%5.50%
Compensation increase rate3.65%3.65%NANA
Interest credit rating (a)4.78%4.03%NANA

(a) - This actuarial assumption is only applicable to the pension plans assumed with the Magellan Acquisition.

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

Plan Assets - Our investment strategy is to invest plan assets in accordance with sound investment practices that emphasize long-term fundamentals. The goal of this strategy is to maximize investment returns while managing risk in order to meet the plan’s current and projected financial obligations. The investment allocation for our ONEOK legacy defined benefit pension plan follows a glide path approach of liability-driven investing that shifts a higher portfolio weighting to fixed income as the plan’s funded status increases. A majority of the legacy Magellan pension assets are allocated to fixed income securities and invested to match the duration of the plans’ short, intermediate and long-term liabilities, with the remaining amount allocated to equity securities. Our pension plans utilize a diversified mix of investments that may include domestic and international equities, short, intermediate and long term corporate and government obligations, real estate and hedge funds. The combined target allocation for the assets of our pension plans as of Dec. 31, 2024, is as follows:

Domestic and international equities32%
Long duration fixed income55%
Return-seeking credit5%
Hedge funds5%
Real estate funds3%
Total100%

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

The fair value of the plan assets for our other postretirement benefit plans as of Dec. 31, 2024, are not material. The following tables set forth the plan assets by fair value category as of the measurement date for our defined benefit pension plans:

Pension Benefits
Dec. 31, 2024
Asset CategoryLevel 1Level 2Level 3SubtotalMeasured at NAV (d)Total
(Millions of dollars)
Investments:
Equity securities$64$—$—$64$—$64
Cash and money market funds7——7—7
Government obligations36——36—36
Corporate obligations101——101—101
Common/collective trusts
Equity securities (a)————107107
Real estate funds————1818
Government obligations————5050
Corporate obligations (b)————118118
Short-term investments————55
Other investments (c)————2929
Fair value of plan assets$208$—$—$208$327$535

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

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

(c) - This category represents alternative investments in limited partnerships, which can be redeemed with a 30-day notice with no further restrictions. There are no unfunded capital commitments. These limited partnerships invest through multi-strategy programs in broadly diversified portfolios of private investment funds, hedge funds and/or separate accounts to seek equity-like returns with low market correlation, reduced volatility and limited risk.

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

Pension Benefits
Dec. 31, 2023
Asset CategoryLevel 1Level 2Level 3SubtotalMeasured at NAV (d)Total
(Millions of dollars)
Investments:
Equity securities$65$—$—$65$—$65
Cash and money market funds9——9—9
Government obligations45——45—45
Corporate obligations100——100—100
Common/collective trusts
Equity securities (a)————109109
Real estate funds————1717
Government obligations————6060
Corporate obligations (b)————114114
Short-term investments————66
Other investments (c)————2929
Fair value of plan assets$219$—$—$219$335$554

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

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

(c) - This category represents alternative investments in limited partnerships, which can be redeemed with a 30-day notice with no further restrictions. There are no unfunded capital commitments. These limited partnerships invest through multi-strategy programs in broadly diversified portfolios of private investment funds, hedge funds and/or separate accounts to seek equity-like returns with low market correlation, reduced volatility and limited risk.

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

Contributions - During 2024, we contributed $5 million to our legacy ONEOK defined benefit pension and made no contributions to our legacy Magellan defined benefit pension plans and other post retirement benefit plans. We contributed $9 million to our legacy ONEOK defined benefit pension, $17 million to our legacy Magellan non-union plan and $3 million to

our legacy Magellan union plan in February 2025. We do not expect to make any contributions to our other postretirement benefit plans in 2025.

Pension and Other Postretirement Benefit Payments - Benefit payments for our defined benefit pensions and other postretirement benefit plans for the period ending Dec. 31, 2024, were $36 million and $3 million, respectively. The following table sets forth the defined benefit pension and other postretirement benefits payments expected to be paid in 2025 through 2034:

Pension BenefitsOther Postretirement Benefits
Benefits to be paid in:(Millions of dollars)
2025$44$5
2026$45$4
2027$47$4
2028$48$4
2029$51$4
2030 through 2034$272$17

The expected benefits to be paid are based on the same assumptions used to measure our benefit obligation at Dec. 31, 2024, and include estimated future employee service.

Other Employee Benefit Plans

401(k) Plan - We have a 401(k) Plan covering all employees, and employee contributions are discretionary. We match 100% of employee 401(k) Plan contributions up to 6% of each participant’s eligible compensation each payroll period, subject to certain limits. We also make profit-sharing contributions under our 401(k) Plan for employees who do not participate in our defined benefit pension plans. We generally make a quarterly profit-sharing contribution equal to 1% of each profit-sharing participant’s eligible compensation during the quarter and an annual discretionary profit-sharing contribution equal to a percentage of each profit-sharing participant’s eligible compensation. Effective Jan. 1, 2025, the profit-sharing quarterly contributions will increase to 6% from 1% of quarterly eligible compensation. We will continue to make annual discretionary contributions of up to 2% of eligible compensation. Our contributions made to the plan, including profit-sharing contributions, were $66 million, $44 million and $35 million in 2024, 2023 and 2022, respectively.

Medallion terminated the legacy Medallion 401(k) Plan effective Oct. 30, 2024, prior to the closing of the Medallion Acquisition on Oct. 31, 2024. Legacy Medallion employees may roll their Medallion 401(k) Plan account balance to the ONEOK 401(k) Plan or an individual retirement account or take a distribution.

In September 2023, the legacy Magellan 401(k) Plan was terminated as a result of the Magellan Acquisition, and legacy Magellan employees were given the option to roll their 401(k) balances into the existing ONEOK 401(k) Plan or to their individual retirement accounts. The Magellan 401(k) plan was liquidated and closed in September 2024.

Subsequent event - EnLink terminated the EnLink 401(k) Plan effective Jan. 30, 2025, prior to the closing of the EnLink Acquisition. Legacy EnLink employees may roll their EnLink 401(k) Plan account balance to the ONEOK 401(k) Plan, an individual retirement account or take a distribution.

Nonqualified Deferred Compensation Plan - The 2020 Nonqualified Deferred Compensation Plan and its predecessor nonqualified deferred compensation plans (collectively, the NQDC Plan) provide a select group of management and highly compensated employees, as approved by our chief executive officer, with the option to defer portions of their compensation and receive notional employer contributions that generally are not available due to limitations on employer and employee contributions to qualified defined contribution plans under federal tax laws. Our investments which are included in other assets on the Consolidated Balance Sheets related to the NQDC Plan are not material. These investments are maintained in a rabbi trust. Our contributions to the plan were not material.

N. INCOME TAXES

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

Years Ended Dec. 31,
202420232022
(Millions of dollars)
Current tax expense (benefit)
Federal$89$(3)$52
State201212
Total current tax expense109964
Deferred tax expense
Federal792739423
State979041
Total deferred tax expense889829464
Total provision for income taxes$998$838$528

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

Years Ended Dec. 31,
202420232022
(Millions of dollars)
Income before income taxes$4,110$3,497$2,250
Federal statutory income tax rate21.0%21.0%21.0%
Provision for federal income taxes863734472
State income taxes, net of federal benefit9310054
Change in valuation allowance122(1)
Deferred tax rate change20——
Excess tax benefits from share-based compensation(13)1(1)
Other, net2314
Income tax provision$998$838$528

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

Dec. 31, 2024Dec. 31, 2023
Deferred tax assets(Millions of dollars)
Employee benefits and other accrued liabilities$99$88
Federal net operating loss2,8182,534
State net operating loss and benefits515492
Derivative instruments15—
Interest expense limitation407210
Other3920
Total deferred tax assets3,8933,344
Valuation allowance for state net operating loss and tax credits
Carryforward expected to expire prior to utilization(252)(240)
Net deferred tax assets3,6413,104
Deferred tax liabilities
Excess of tax over book depreciation58104
Derivative instruments—7
Investment in partnerships (a)9,0345,587
Total deferred tax liabilities9,0925,698
Net deferred tax liabilities$5,451$2,594

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

On Oct. 15, 2024, we completed the EnLink Controlling Interest Acquisition resulting in a difference between the carrying value of the underlying assets acquired and the carryover tax basis in the assets, which resulted in a deferred tax liability of $2.0 billion recorded as part of the purchase price allocation.

Subsequent event - On Jan. 31, 2025, we completed the EnLink Acquisition by acquiring all of the remaining and outstanding publicly held EnLink Units. EnLink is now a wholly owned subsidiary and included in our consolidated income tax returns.

As of Dec. 31, 2024, we have federal net operating loss carryforwards of $13.4 billion, the majority of which have an indefinite carryforward period. We expect to generate taxable income and utilize these net operating loss carryforwards in future periods. We also have loss and credit carryovers in multiple states, $11.0 billion of which, have an indefinite carryforward period and $2.3 billion of which will expire between 2026 and 2044. We have deferred tax assets related to federal and state net operating loss and credit carryforwards of $3.3 billion and $3.0 billion in 2024 and 2023, respectively. We believe that it is more likely than not that the tax benefits of certain state carryforwards will not be utilized; therefore, we recorded a valuation allowance, which was increased by $12 million and $165 million in 2024 and 2023, respectively, and reduced by $1 million in 2022 through net income.

O. UNCONSOLIDATED AFFILIATES

EnLink Controlling Interest Acquisition - As a result of the EnLink Controlling Interest Acquisition, our investments in unconsolidated affiliates includes EnLink’s three unconsolidated affiliates. These investments include EnLink’s 15% ownership interest in Matterhorn, which is a bidirectional pipeline that transports natural gas from the Waha Hub to Katy, Texas. The other unconsolidated affiliates acquired are not material.

Investments in Unconsolidated Affiliates - The following table sets forth our investments in unconsolidated affiliates as of the dates indicated:

Net Ownership InterestDec. 31, 2024Dec. 31, 2023
(Millions of dollars)
Overland Pass50%$400$402
Saddlehorn (a)40%373288
Northern Border50%333338
BridgeTex30%250193
Matterhorn (b)15%248—
MVP25%235241
Roadrunner50%183188
OtherVarious294224
Investments in unconsolidated affiliates (c)$2,316$1,874

(a) - In March 2024, we purchased an additional 10% interest in Saddlehorn, resulting in a 40% ownership interest.

(b) - As of Dec. 31, 2024, the 15% interest represents EnLink’s ownership interest in Matterhorn.

(c) - Includes basis differences of $368 million and $148 million at Dec. 31, 2024 and 2023, respectively, related to property, plant and equipment and equity-method goodwill (Note A).

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

Years Ended Dec. 31,
202420232022
(Millions of dollars)
BridgeTex (a)$127$(1)$—
Northern Border957571
Overland Pass865633
Saddlehorn (a)5010—
Roadrunner404337
MVP (a)144—
Matterhorn (b)8——
Other19157
Equity in net earnings from investments$439$202$148

(a) - For the year ended Dec. 31, 2023, includes equity in net earnings from the period Sept. 25, 2023 through Dec. 31, 2023.

(b) - For the year ended Dec. 31, 2024, includes equity in net earnings from the period Oct. 15, 2024 through Dec. 31, 2024.

We incurred expenses in transactions with unconsolidated affiliates of $254 million, $132 million and $83 million for 2024, 2023 and 2022, respectively, primarily related to Overland Pass and Northern Border. Revenue earned and accounts receivable from, and accounts payable to, our equity-method investees were not material.

We have agreements with our unconsolidated affiliates which provide that distributions to members are made, primarily, on a pro rata basis according to each member’s ownership interest.

We are the operator of Roadrunner, BridgeTex, MVP and Saddlehorn. In each case, we have operating agreements that provide for reimbursement or payment to us for management services and certain operating costs. Reimbursements and payments included in operating income in our Consolidated Statements of Income for all periods presented were not material.

In 2024, we acquired an additional 10% interest in Saddlehorn, resulting in a total ownership interest of 40%. In 2023, we made an equity contribution of $105 million to Roadrunner, which in combination with an equal contribution from our joint venture partner, was used to repay Roadrunner’s outstanding debt. Also in 2023, we made an equity contribution of $91 million to Northern Border which in combination with an equal contribution from our joint venture partner, was used to partially repay the outstanding balance of its revolving credit facility and fund capital projects. In 2022, our equity contributions were not material.

P. COMMITMENTS AND CONTINGENCIES

Commitments - The following table sets forth our transportation, volume and storage commitments for the periods indicated:

Commitments(Millions of dollars)
2025$144
2026160
2027144
2028140
2029135
Thereafter708
Total$1,431

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

believe that, based on currently known information, a material risk of noncompliance with these laws and regulations exists that will affect adversely our consolidated results of operations, financial condition or cash flows.

Legal Proceedings - Corpus Christi Terminal Personal Injury Proceeding - Ismael Garcia, Andrew Ramirez, and Jesus Juarez Quintero, et al. brought personal injury cases against Magellan and co-defendants Triton Industrial Services, LLC, Tidal Tank, Inc. and Cleveland Integrity Services, Inc. in Nueces County Court in Texas. The claims were originally brought in three different actions but were consolidated into a single case on Mar. 2, 2021. Claims were asserted by or on behalf of seven individuals, and certain beneficiaries, who were employed by a contractor of Magellan and were injured, one fatally, as a result of a fire that occurred on Dec. 5, 2020, while they were cleaning a tank at our Corpus Christi terminal. In 2024, we reached settlement with all remaining claimants, and all settlement payments were made, and were fully offset by insurance proceeds received.

We are a party to various other legal proceedings that have arisen in the normal course of our operations. While the results of these proceedings cannot be predicted with certainty, we believe the reasonably possible losses from such proceedings, individually and in the aggregate, are not material. Additionally, we believe the probable final outcome of such proceedings will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.

Q. LEASES

Lessee activity - The following table sets forth information about our operating lease assets and liabilities included in our Consolidated Balance Sheets as of the dates indicated:

LeasesLocation in our Consolidated Balance SheetsDec. 31, 2024Dec. 31, 2023
(Millions of dollars)
Operating leases assetsOther assets$220$104
Operating leases liabilities
CurrentOther current liabilities$62$23
NoncurrentOther deferred credits15474
Total operating lease liabilities$216$97

The weighted average remaining lease term for our operating leases was 9.1 years and 6.3 years at Dec. 31, 2024 and 2023, respectively. The weighted average discount rate for our operating leases was 5.51% and 5.78% at Dec. 31, 2024 and 2023, respectively. Our weighted-average discount rates represent the rate implicit in the lease or our incremental borrowing rate for a term equal to the remaining term of the lease.

The following table sets forth the maturity of our lease liabilities as of Dec. 31, 2024:

Operating Leases
(Millions of dollars)
2025$72
202652
202730
202825
202921
2030 and beyond75
Total lease payments275
Less: Interest59
Present value of lease liabilities$216

Our lease costs and supplemental cash flow information related to our leases for the periods ended Dec. 31, 2024 and 2023, are not material.

R. REVENUES

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

The following table presents aggregate value allocated to unsatisfied performance obligations as of Dec. 31, 2024, and the amounts we expect to recognize in revenue in future periods, related primarily to firm transportation and storage contracts with remaining contract terms ranging from two months to16 years:

Expected Period of Recognition in Revenue(Millions of dollars)
2025$1,230
20261,058
2027993
2028917
2029 and beyond3,314
Total estimated transaction price allocated to unsatisfied performance obligations$7,512

The table above excludes variable consideration allocated entirely to wholly unsatisfied performance obligations, wholly unsatisfied promises to transfer distinct goods or services that are part of a single performance obligation and consideration we determine to be fully constrained. Information on the nature of the variable consideration excluded and the nature of the performance obligations to which the variable consideration relates can be found in the description of the major contract types discussed in Note A. The amounts we determined to be fully constrained relate to future sales obligations under long-term sales contracts where the value is not known and minimum volume agreements, which we consider to be fully constrained until invoiced.

S. SEGMENTS

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

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

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

  • our Natural Gas Pipelines segment transports, stores and markets natural gas; and

  • our Refined Products and Crude segment gathers, transports, stores, distributes, blends and markets Refined Products and crude oil.

On Oct. 15, 2024, we completed the EnLink Controlling Interest Acquisition. EnLink’s results of operations are reported across all four of our existing operating segments from the period of Oct. 15, 2024, to Dec. 31, 2024. On Oct. 31, 2024, we completed the Medallion Acquisition. Medallion’s results of operations are reported in our Refined Products and Crude segment from the period of Nov. 1, 2024, to Dec. 31, 2024.

Other and eliminations consist of corporate costs, the operating activities of our headquarters building and related parking facility, the activity of our wholly owned captive insurance company and eliminations necessary to reconcile our reportable segments to our Consolidated Financial Statements.

For the years ended Dec. 31, 2024, and Dec. 31, 2022, we had no single customer from which we received 10% or more of our consolidated revenues. For the year ended Dec. 31, 2023, revenues from one customer impacting all our segments represented approximately 11% of our consolidated revenues.

The significant expense categories and amounts included in the table below align with the segment-level information that is regularly provided to the chief operating decision maker.

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

Year Ended Dec. 31, 2024Natural Gas Gathering and ProcessingNatural Gas LiquidsNatural Gas PipelinesRefined Products and CrudeTotal Segments
(Millions of dollars)
Liquids commodity sales$3,033$14,446$—$2,258$19,737
Residue natural gas sales1,203—137—1,340
Exchange services and natural gas gathering and processing revenue260500——760
Transportation and storage revenue702076842,0823,043
Other revenue23141120158
Total revenues (a)4,58915,1678224,46025,038
Cost of sales and fuel (exclusive of depreciation and operating costs)(2,600)(11,994)(112)(1,949)(16,655)
Operating costs(603)(762)(233)(888)(2,486)
Adjusted EBITDA from unconsolidated affiliates395187247532
Noncash compensation expense203483193
Other (b)753228(9)297
Segment adjusted EBITDA$1,484$2,543$900$1,892$6,819
Depreciation and amortization$(325)$(361)$(88)$(354)$(1,128)
Equity in net earnings from investments$—$85$143$211$439
Investments in unconsolidated affiliates$33$484$764$1,031$2,312
Total assets$15,856$19,797$5,041$23,181$63,875
Capital expenditures$492$987$258$216$1,953

(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly. Intersegment revenues totaled $3.0 billion for the Natural Gas Gathering and Processing segment, $0.3 billion for the Natural Gas Liquids segment and were not material for the Refined Products and Crude and Natural Gas Pipelines segments.

(b) - Includes a gain of $227 million for the Natural Gas Pipelines segment related to the sale of three of our wholly owned interstate natural gas pipeline systems to DT Midstream, Inc.

Year Ended Dec. 31, 2024Total SegmentsOther and EliminationsTotal
(Millions of dollars)
Reconciliations of total segments to consolidated
Liquids commodity sales$19,737$(3,287)$16,450
Residue natural gas sales1,340(10)1,330
Exchange services and natural gas gathering and processing revenue760—760
Transportation and storage revenue3,043(23)3,020
Other revenue158(20)138
Total revenues (a)$25,038$(3,340)$21,698
Cost of sales and fuel (exclusive of depreciation and operating costs)$(16,655)$3,344$(13,311)
Operating costs$(2,486)$(10)$(2,496)
Depreciation and amortization$(1,128)$(6)$(1,134)
Equity in net earnings from investments$439$—$439
Investments in unconsolidated affiliates$2,312$4$2,316
Total assets$63,875$194$64,069
Capital expenditures$1,953$68$2,021

(a) - Substantially all of our revenues relate to contracts with customers.

Year Ended Dec. 31, 2023Natural Gas Gathering and ProcessingNatural Gas LiquidsNatural Gas PipelinesRefined Products and CrudeTotal Segments
(Millions of dollars)
Liquids commodity sales$2,479$13,666$—$502$16,647
Residue natural gas sales1,398—39—1,437
Gathering, processing and exchange services revenue147549——696
Transportation and storage revenue—2045825351,321
Other revenue321023478
Total revenues (a)4,05614,4296231,07120,179
Cost of sales and fuel (exclusive of depreciation and operating costs)(2,364)(11,592)(28)(450)(14,434)
Operating costs(467)(666)(202)(198)(1,533)
Adjusted EBITDA from unconsolidated affiliates16716036264
Noncash compensation expense19298662
Other (b)(1)778(2)—775
Segment adjusted EBITDA$1,244$3,045$559$465$5,313
Depreciation and amortization$(272)$(334)$(67)$(92)$(765)
Equity in net earnings from investments$(2)$58$118$28$202
Investments in unconsolidated affiliates$24$419$526$903$1,872
Total assets$7,078$14,974$2,624$19,531$44,207
Capital expenditures$448$818$228$52$1,546

(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly. Intersegment revenues for the Natural Gas Gathering and Processing segment totaled $2.4 billion and were not material for the Natural Gas Liquids, Refined Products and Crude and Natural Gas Pipelines segments.

(b) - Includes a settlement gain of $779 million for the Natural Gas Liquids segment related to the Medford incident.

Year Ended Dec. 31, 2023Total SegmentsOther and EliminationsTotal
(Millions of dollars)
Reconciliations of total segments to consolidated
Liquids commodity sales$16,647$(2,480)$14,167
Residue natural gas sales1,437—1,437
Gathering, processing and exchange services revenue696—696
Transportation and storage revenue1,321(15)1,306
Other revenue78(7)71
Total revenues (a)$20,179$(2,502)$17,677
Cost of sales and fuel (exclusive of depreciation and operating costs)$(14,434)$2,505$(11,929)
Operating costs$(1,533)$(2)$(1,535)
Depreciation and amortization$(765)$(4)$(769)
Equity in net earnings from investments$202$—$202
Investments in unconsolidated affiliates$1,872$2$1,874
Total assets$44,207$59$44,266
Capital expenditures$1,546$49$1,595

(a) - Substantially all of our revenues relate to contracts with customers.

Year Ended Dec. 31, 2022Natural Gas Gathering and ProcessingNatural Gas LiquidsNatural Gas PipelinesTotal Segments
(Millions of dollars)
NGL and condensate sales$3,690$18,329$—$22,019
Residue natural gas sales2,674—392,713
Gathering, processing and exchange services revenue144547—691
Transportation and storage revenue—180539719
Other revenue2511137
Total revenues (a)6,53319,06757926,179
Cost of sales and fuel (exclusive of depreciation and operating costs)(5,117)(16,546)(25)(21,688)
Operating costs(403)(576)(181)(1,160)
Equity in net earnings from investments535108148
Noncash compensation expense1727751
Other288—90
Segment adjusted EBITDA$1,037$2,095$488$3,620
Depreciation and amortization$(257)$(302)$(62)$(621)
Investments in unconsolidated affiliates$28$415$359$802
Total assets$6,980$14,643$2,254$23,877
Capital expenditures$445$581$123$1,149

(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly. Intersegment revenues for the Natural Gas Gathering and Processing segment totaled $3.7 billion and were not material for the Natural Gas Liquids and Natural Gas Pipelines segments.

Year Ended Dec. 31, 2022Total SegmentsOther and EliminationsTotal
(Millions of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales$22,019$(3,759)$18,260
Residue natural gas sales2,713(8)2,705
Gathering, processing and exchange services revenue691—691
Transportation and storage revenue719(9)710
Other revenue37(16)21
Total revenues (a)$26,179$(3,792)$22,387
Cost of sales and fuel (exclusive of depreciation and operating costs)$(21,688)$3,778$(17,910)
Operating costs$(1,160)$11$(1,149)
Depreciation and amortization$(621)$(5)$(626)
Equity in net earnings from investments$148$—$148
Investments in unconsolidated affiliates$802$—$802
Total assets$23,877$502$24,379
Capital expenditures$1,149$53$1,202

(a) - Substantially all of our revenues relate to contracts with customers.

Years Ended Dec. 31,
202420232022
Reconciliation of net income to total segment adjusted EBITDA(Millions of dollars)
Net income$3,112$2,659$1,722
Interest expense, net of capitalized interest1,371866676
Depreciation and amortization1,134769626
Income taxes998838528
Adjusted EBITDA from unconsolidated affiliates (a)532264—
Equity in net earnings from investments (a)(439)(202)—
Noncash compensation expense and other764968
Other corporate costs (b)3570—
Total segment adjusted EBITDA (a)(c)(d)$6,819$5,313$3,620

(a) - Beginning in 2023, we updated our calculation methodology of adjusted EBITDA to include adjusted EBITDA from our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net earnings from investments. In prior periods, our calculation included equity in net earnings from investments. This change resulted in an additional $62 million of adjusted EBITDA in 2023, and we have not restated prior periods.

(b) - The year ended Dec. 31, 2024, includes transaction costs related primarily to the EnLink Acquisitions and Medallion Acquisition of $73 million, offset partially by interest income of $39 million. The year ended Dec. 31, 2023, includes transaction costs related to the Magellan Acquisition of $158 million, offset partially by interest income of $49 million and corporate net gains of $41 million on extinguishment of debt related to open market repurchases.

(c) - The year ended Dec. 31, 2023, includes $633 million related to the Medford incident, including a settlement gain of $779 million, offset partially by $146 million of third-party fractionation costs.

(d) - The year ended Dec. 31, 2024, includes a gain of $227 million from the interstate natural gas pipeline divestiture.

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