Item 1. FINANCIAL STATEMENTS

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
			Three Months Ended												Nine Months Ended
			Sept. 30,												Sept. 30,
(Unaudited)			2024						2023						2024						2023
			(Millions of dollars, except per share amounts)
Revenues
Commodity sales			$	4,083					$	3,760					$	12,005					$	11,287
Services			940						429						2,693						1,155
Total revenues (Note K)			5,023						4,189						14,698						12,442
Cost of sales and fuel (exclusive of items shown separately below)			3,027						2,799						8,815						8,628
Operations and maintenance			512						308						1,481						833
Depreciation and amortization			274						177						790						509
General taxes			70						44						239						148
Transaction costs (Note B)			10						123						17						133
Other operating (income) expense, net (Note C)			2						(1)						(65)						(782)
Operating income			1,128						739						3,421						2,973
Equity in net earnings from investments (Note I)			92						49						256						132
Other income, net			17						22						28						43
Interest expense (net of capitalized interest of $19, $8, $47 and $32, respectively)			(325)						(215)						(923)						(561)
Income before income taxes			912						595						2,782						2,587
Income taxes			(219)						(141)						(670)						(616)
Net income			693						454						2,112						1,971
Less: Preferred stock dividends			1						1						1						1
Net income available to common shareholders			$	692					$	453					$	2,111					$	1,970
Basic EPS (Note H)			$	1.18					$	0.99					$	3.61					$	4.37
Diluted EPS (Note H)			$	1.18					$	0.99					$	3.60					$	4.36
Average shares (millions)
Basic			584.8						457.3						584.5						451.2
Diluted			586.7						458.2						586.1						452.1

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
						Three Months Ended									Nine Months Ended
						Sept. 30,									Sept. 30,
(Unaudited)						2024			2023						2024						2023
						(Millions of dollars)
Net income						$	693		$	454					$	2,112					$	1,971
Other comprehensive income (loss), net of tax
Change in fair value of derivatives, net of tax of $(10), $(3), $9 and $(25), respectively						35			12						(29)						86
Derivative amounts reclassified to net income, net of tax of $(2), $4, $1 and $14, respectively						4			(7)						(4)						(44)
Changes in benefit plan obligations and other, net of tax of $—, $(1), $— and $—, respectively						1			2						(2)						(2)
Total other comprehensive income (loss), net of tax						40			7						(35)						40
Comprehensive income						$	733		$	461					$	2,077					$	2,011

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
						Sept. 30,						Dec. 31,
(Unaudited)						2024						2023
Assets			(Millions of dollars)
Current assets
Cash and cash equivalents						$	579					$	338
Accounts receivable, net						1,252						1,705
Materials and supplies						157						148
Inventories						616						639
Commodity imbalances						14						26
Other current assets						258						252
Total current assets						2,876						3,108
Property, plant and equipment
Property, plant and equipment						40,073						38,454
Accumulated depreciation and amortization						6,460						5,757
Net property, plant and equipment						33,613						32,697
Other assets
Investments in unconsolidated affiliates						1,925						1,874
Goodwill						5,148						4,952
Intangible assets, net						1,283						1,316
Cash held for acquisitions (Notes B & F)						5,885						—
Other assets						320						319
Total other assets						14,561						8,461
Total assets						$	51,050					$	44,266
Liabilities and equity
Current liabilities
Current maturities of long-term debt (Note F)						$	1,257					$	484
Accounts payable						1,247						1,564
Commodity imbalances						234						244
Accrued taxes						216						215
Accrued interest						253						381
Other current liabilities						350						564
Total current liabilities						3,557						3,452
Long-term debt, excluding current maturities						26,880						21,183
Deferred credits and other liabilities
Deferred income taxes						3,154						2,594
Other deferred credits						572						553
Total deferred credits and other liabilities						3,726						3,147
Commitments and contingencies (Note J)
Equity (Note G)
Preferred stock, $0.01 par value: authorized and issued 20,000 shares at Sept. 30, 2024, and Dec. 31, 2023						—						—
Common stock, $0.01 par value: authorized 1,200,000,000 shares; issued 609,713,834 shares and outstanding 584,172,823 shares at Sept. 30, 2024; issued 609,713,834 shares and outstanding 583,093,100 shares at Dec. 31, 2023						6						6
Paid-in capital						16,362						16,320
Accumulated other comprehensive loss						(68)						(33)
Retained earnings						1,237						868
Treasury stock, at cost: 25,541,011 shares at Sept. 30, 2024, and 26,620,734 shares at Dec. 31, 2023						(650)						(677)
Total equity						16,887						16,484
Total liabilities and equity						$	51,050					$	44,266

See accompanying Notes to Consolidated Financial Statements.

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ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
						Nine Months Ended
						Sept. 30,
(Unaudited)						2024						2023
						(Millions of dollars)
Operating activities
Net income						$	2,112					$	1,971
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization						790						509
Equity in net earnings from investments						(256)						(132)
Distributions received from unconsolidated affiliates						252						134
Deferred income taxes						570						599
Medford settlement gain						—						(779)
Medford settlement proceeds						—						502
Other, net						42						79
Changes in assets and liabilities:
Accounts receivable						461						153
Inventories, net of commodity imbalances						28						(104)
Accounts payable						(245)						38
Other assets and liabilities, net						(477)						(57)
Cash provided by operating activities						3,277						2,913
Investing activities
Capital expenditures (less allowance for equity funds used during construction)						(1,459)						(992)
Cash paid for acquisitions, net of cash received						(408)						(5,008)
Purchases of and contributions to unconsolidated affiliates						(102)						(111)
Distributions received from unconsolidated affiliates in excess of cumulative earnings						55						18
Medford settlement proceeds						—						328
Other, net						82						6
Cash used in investing activities						(1,832)						(5,759)
Financing activities
Dividends paid						(1,734)						(1,283)
Issuance of long-term debt, net of discounts						6,982						5,298
Debt financing costs						(67)						(71)
Repayment of long-term debt						(484)						(1,040)
Other, net						(16)						6
Cash provided by financing activities						4,681						2,910
Change in cash and cash equivalents						6,126						64
Cash and cash equivalents at beginning of period						338						220
Cash and cash equivalents at end of period (a)						$	6,464					$	284

(a) - Includes cash held for acquisitions, which is included within other assets on our Consolidated Balance Sheet as of Sept. 30, 2024.

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)						Preferred Stock Issued						Common Stock Issued						Preferred Stock						Common Stock						Paid-in Capital
						(Shares)												(Millions of dollars)
Jan. 1, 2024						20,000						609,713,834						$	—					$	6					$	16,320
Net income						—						—						—						—						—
Other comprehensive loss						—						—						—						—						—
Preferred stock dividends - $13.75 per share (Note G)						—						—						—						—						—
Common stock issued						—						—						—						—						(8)
Common stock dividends - $0.99 per share (Note G)						—						—						—						—						—
Other, net						—						—						—						—						(9)
March 31, 2024						20,000						609,713,834						—						6						16,303
Net Income						—						—						—						—						—
Other comprehensive income						—						—						—						—						—
Preferred stock dividends - $13.75 per share (Note G)						—						—						—						—						—
Common stock issued						—						—						—						—						18
Common stock dividends - $0.99 per share (Note G)						—						—						—						—						—
Other, net						—						—						—						—						17
June 30, 2024						20,000						609,713,834						—						6						16,338
Net Income						—						—						—						—						—
Other comprehensive income						—						—						—						—						—
Preferred stock dividends - $13.75 per share (Note G)						—						—						—						—						—
Common stock issued						—						—						—						—						7
Common stock dividends - $0.99 per share (Note G)						—						—						—						—						—
Other, net						—						—						—						—						17
Sept. 30, 2024						20,000						609,713,834						$	—					$	6					$	16,362

Jan. 1, 2023						20,000						474,916,234						$	—					$	5					$	7,253
Net income						—						—						—						—						—
Other comprehensive income						—						—						—						—						—
Preferred stock dividends - $13.75 per share						—						—						—						—						—
Common stock issued						—						—						—						—						(3)
Common stock dividends - $0.955 per share						—						—						—						—						—
Other, net						—						—						—						—						3
March 31, 2023						20,000						474,916,234						—						5						7,253
Net income						—						—						—						—						—
Other comprehensive income						—						—						—						—						—
Preferred stock dividends - $13.75 per share						—						—						—						—						—
Common stock issued						—						—						—						—						7
Common stock dividends $0.955 per share						—						—						—						—						—
Other, net						—						—						—						—						10
June 30, 2023						20,000						474,916,234						—						5						7,270
Net income						—						—						—						—						—
Other comprehensive income						—						—						—						—						—
Preferred stock dividends - $13.75 per share						—						—						—						—						—
Magellan Acquisition consideration						—						134,797,600						—						1						9,061
Common stock issued						—						—						—						—						3
Common stock dividends $0.955 per share						—						—						—						—						—
Other, net						—						—						—						—						(19)
Sept. 30, 2023						20,000						609,713,834						$	—					$	6					$	16,315

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Continued)
(Unaudited)						Accumulated Other Comprehensive Loss						Retained Earnings						Treasury Stock						Total Equity
						(Millions of dollars)
Jan. 1, 2024						$	(33)					$	868					$	(677)					$	16,484
Net income						—						639						—						639
Other comprehensive loss						(95)						—						—						(95)
Preferred stock dividends - $13.75 per share (Note G)						—						—						—						—
Common stock issued						—						—						14						6
Common stock dividends - $0.99 per share (Note G)						—						(579)						—						(579)
Other, net						—						(1)						—						(10)
March 31, 2024						(128)						927						(663)						16,445
Net income						—						780						—						780
Other comprehensive income						20						—						—						20
Preferred stock dividends - $13.75 per share (Note G)						—						—						—						—
Common stock issued						—						—						10						28
Common stock dividends - $0.99 per share (Note G)						—						(580)						—						(580)
Other, net						—						(1)						—						16
June 30, 2024						(108)						1,126						(653)						16,709
Net income						—						693						—						693
Other comprehensive income						40						—						—						40
Preferred stock dividends - $13.75 per share (Note G)						—						(1)						—						(1)
Common stock issued						—						—						3						10
Common stock dividends - $0.99 per share (Note G)						—						(578)						—						(578)
Other, net						—						(3)						—						14
Sept. 30, 2024						$	(68)					$	1,237					$	(650)					$	16,887

Jan 1, 2023						$	(108)					$	50					$	(706)					$	6,494
Net income						—						1,049						—						1,049
Other comprehensive income						9						—						—						9
Preferred stock dividends - $13.75 per share						—						—						—						—
Common stock issued						—						—						7						4
Common stock dividends - $0.955 per share						—						(427)						—						(427)
Other, net						—						—						—						3
March 31, 2023						(99)						672						(699)						7,132
Net income						—						468						—						468
Other comprehensive income						24						—						—						24
Preferred stock dividends - $13.75 per share						—						—						—						—
Common stock issued						—						—						6						13
Common stock dividends - $0.955 per share						—						(429)						—						(429)
Other, net						—						—						—						10
June 30, 2023						(75)						711						(693)						7,218
Net income						—						454						—						454
Other comprehensive income						7						—						—						7
Preferred stock dividends - $13.75 per share						—						(1)						—						(1)
Magellan Acquisition consideration						—						—						—						9,062
Common stock issued						—						—						2						5
Common stock dividends - $0.955 per share						—						(427)						—						(427)
Other, net						—						—						—						(19)
Sept. 30, 2023						$	(68)					$	737					$	(691)					$	16,299

See accompanying Notes to Consolidated Financial Statements.

ONEOK, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our accompanying unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC. These statements have been prepared in accordance with GAAP and reflect all adjustments that, in our opinion, are necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The 2023 year-end Consolidated Balance Sheet data was derived from our audited Consolidated Financial Statements but does not include all disclosures required by GAAP. These unaudited Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements in our Annual Report.

Goodwill Impairment Review - 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. At July 1, 2024, we assessed qualitative factors to determine whether it was more likely than not that the fair value of each of our reporting units with goodwill was less than its carrying amount. After assessing qualitative factors (including macroeconomic conditions, industry and market considerations, costs and overall financial performance), we determined that it was more likely than not that the fair value of the Natural Gas Pipelines, Natural Gas Liquids and Refined Products and Crude reporting units were not less than their respective carrying value, that no further testing was necessary and that goodwill was not considered impaired.

Recently Issued Accounting Standards Update - Changes to GAAP are established by the FASB in the form of ASUs to the FASB Accounting Standards Codification. We consider the applicability and impact of all ASUs. 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 during the quarter.

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 December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We do not expect the adoption of this standard to 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 December 15, 2024, with early adoption permitted. We do not expect the adoption of this standard to materially impact us.

B. ACQUISITIONS

EnLink Controlling Interest Acquisition - On Aug. 28, 2024, we entered into the EnLink Purchase Agreement with GIP to acquire GIP’s interest in EnLink consisting of 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 approximately $3.3 billion.

Subsequent event - On Oct. 15, 2024, we completed the EnLink Controlling Interest Acquisition, and through our 100% ownership of the managing member of EnLink, we have obtained control of EnLink. We funded this acquisition with an underwritten public offering of senior notes. For additional information on our long-term debt, see Note F.

EnLink’s operations are principally composed of providing midstream services relating to natural gas, NGLs and crude oil. The assets of EnLink include approximately 13,600 miles of pipeline, 25 natural gas processing plants, with approximately 5.9 Bcf/d of processing capacity, seven fractionators with approximately 316 MBbl/d of fractionation capacity, barge and rail terminals, product storage facilities, including natural gas storage, purchasing and marketing capabilities and equity investments in certain joint ventures.

This acquisition meaningfully increases our scale and integrated value chain within the growing Permian Basin while expanding and extending our asset bases in the Mid-Continent, North Texas and Louisiana regions. We expect to achieve significant synergies by combining our complementary asset positions. In addition, we intend to pursue the acquisition of the publicly held EnLink Units in a tax-free transaction.

The EnLink Controlling Interest Acquisition will be 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. 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’s judgment and the use of independent valuation specialists. At the time of this filing, it is impracticable to disclose all the information required by ASC 805, “Business Combinations,” as we are in the process of evaluating the purchase accounting and pro forma implications of this transaction.

See Part 2, Item 1A “Risk Factors” for further discussion of risks related to the EnLink Controlling Interest Acquisition and the Potential EnLink Transaction.

Medallion Acquisition - On Aug. 28, 2024, we also entered into the Medallion Purchase and Sale Agreement with GIP to acquire all of the equity interests in Medallion for a purchase price of $2.6 billion, subject to upward and downward adjustments specified in the Medallion Purchase and Sale Agreement, and inclusive of the purchase of additional interests in a Medallion joint venture owned by a separate third party. Medallion operations are principally composed of providing 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. Following the completion of the Medallion Acquisition, we expect Medallion to be a wholly owned subsidiary.

The closing of this transaction is expected to occur during the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including the expiration or termination of all applicable waiting periods imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. We intend to fund this acquisition with a portion of the proceeds from the September 2024 underwritten public offering of senior notes. For additional information on our long-term debt, see Note F.

We expect to account 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.

See Part 2, Item 1A “Risk Factors” for further discussion of risks related to this acquisition.

Gulf Coast NGL Pipelines Acquisition - In June 2024, we completed the acquisition of a system of NGL pipelines from Easton Energy, a Houston-based midstream company, for approximately $280 million. This acquisition in our Natural Gas Liquids segment includes approximately 450 miles of liquids products pipelines located in the strategic Gulf Coast market centers for NGLs, Refined Products and crude oil. A portion of the Easton assets are 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.

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 in our Annual Report.

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:

			At Sept. 25, 2023
			(Millions of dollars and shares/units, except per share/unit data)
Magellan public common units outstanding			202.1
Cash consideration per Magellan unit			$25.00
Cash consideration			$	5,052
Magellan public common units outstanding			202.1
ONEOK exchange ratio per Magellan unit			0.667
Shares of ONEOK common stock issued			134.8
ONEOK common stock closing price on Sept. 25, 2023			$66.54
Fair value of common stock issued			$	8,969
Fair value of Magellan replacement equity awards			93
Equity consideration			$	9,062
Total consideration			$	14,114

			At Sept. 25, 2023
Assets acquired:			(Millions of dollars)
Cash and cash equivalents			$	37
Accounts receivables, net			333
Inventories			352
Other current assets			140
Property, plant and equipment			11,644
Investments in unconsolidated affiliates			922
Intangible assets			1,124
Other assets			121
Total assets acquired			14,673
Liabilities assumed:
Accounts payable			213
Other current liabilities (a)			721
Long-term debt, excluding current maturities			4,013
Other deferred credits and liabilities			201
Total liabilities assumed			5,148
Total identifiable net assets			9,525
Goodwill			4,589
Total purchase price			$	14,114

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

During the nine months ended Sept. 30, 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.

Pro Forma Financial Information

The following table sets forth the unaudited supplemental pro forma financial information for the three and nine months ended Sept. 30, 2023, as if we had completed the Magellan Acquisition on Jan. 1, 2022:

			Three Months Ended						Nine Months Ended
			Sept. 30,						Sept. 30,
			2023						2023
			(Millions of dollars)
Revenue			$	4,850					$	14,764
Net income			$	572					$	2,364

The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of our operating results that would have occurred had the transaction been completed on Jan. 1, 2022, nor is it necessarily indicative of future results. For more information on the basis of our pro forma adjustments, please see our Annual Report.

Transaction Costs - For the three and nine months ended Sept. 30, 2024, transaction costs relate primarily to our recent acquisitions, including the Magellan Acquisition, the EnLink Controlling Interest Acquisition and the Medallion Acquisition. For the nine months ended Sept. 30, 2023, we recognized approximately $154 million of transaction costs associated with the Magellan Acquisition. These non-recurring costs are primarily related to advisory fees, severance and settlement of share-based awards for certain Magellan employees and integration costs, as well as bridge facility commitment fees.

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

			Three Months Ended						Nine Months Ended
			Sept. 30,						Sept. 30,
			2024			2023			2024			2023
			(Millions of dollars)
Transaction costs			$	10		$	123		$	17		$	133
Interest expense			23			13			23			21
Total			$	33		$	136		$	40		$	154

C. MEDFORD INCIDENT

In 2022, a fire occurred at our 210 MBbl/d Medford, Oklahoma, natural gas liquids 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 (expense), 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

Determining Fair Value - 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. 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. Our valuation techniques and inputs are consistent with those discussed in Note A of the Notes to Consolidated Financial Statements in our Annual Report.

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

			Sept. 30, 2024
			Level 1						Level 2						Level 3						Total - Gross						Netting (a)						Total - Net
			(Millions of dollars)
Derivative assets
Commodity contracts			$	37					$	43					$	—					$	80					$	(41)					$	39
Total derivative assets			$	37					$	43					$	—					$	80					$	(41)					$	39
Derivative liabilities
Commodity contracts			$	(6)					$	(20)					$	—					$	(26)					$	26					$	—
Total derivative liabilities			$	(6)					$	(20)					$	—					$	(26)					$	26					$	—

(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 Sept. 30, 2024, we posted no cash and held cash of $15 million from various counterparties, which offsets our derivative net asset position under master-netting arrangements as shown in the table above.

			Dec. 31, 2023
			Level 1						Level 2						Level 3						Total - Gross						Netting (a)						Total - Net
			(Millions of dollars)
Derivative assets
Commodity contracts			$	109					$	68					$	—					$	177					$	(125)					$	52
Total derivative assets			$	109					$	68					$	—					$	177					$	(125)					$	52
Derivative liabilities
Commodity contracts			$	(40)					$	(44)					$	—					$	(84)					$	84					$	—
Total derivative 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, including cash held for the EnLink Controlling Interest Acquisition and the Medallion Acquisition, 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 $28.0 billion and $21.4 billion at Sept. 30, 2024, and Dec. 31, 2023, respectively. The book value of our consolidated long-term debt, including current maturities, was $28.1 billion and $21.7 billion at Sept. 30, 2024, and Dec. 31, 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 commodity derivative instruments to reduce the near-term commodity price risk associated with a portion of our forecasted purchases and sales of commodities. Our exposure to commodity price risk is consistent with that discussed in our Annual Report.

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 Sept. 30, 2024, and Dec. 31, 2023, we had no outstanding interest-rate derivative instruments.

Fair Values of Derivative Instruments - The following table sets forth the fair values of our derivative instruments presented on a gross basis as of the dates indicated:

									Sept. 30, 2024												Dec. 31, 2023
			Location in our Consolidated Balance Sheets						Assets						(Liabilities)						Assets						(Liabilities)
Derivatives designated as hedging instruments									(Millions of dollars)
Commodity contracts (a)			Other current assets						$	73					$	(23)					$	163					$	(78)
Total derivatives designated as hedging instruments									73						(23)						163						(78)
Derivatives not designated as hedging instruments
Commodity contracts (a)			Other current assets						7						(3)						14						(6)
Total derivatives not designated as hedging instruments									7						(3)						14						(6)
Total derivatives									$	80					$	(26)					$	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.

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

						Sept. 30, 2024						Dec. 31, 2023
			Contract Type			Net Purchased/Payor (Sold/Receiver)
Derivatives designated as hedging instruments:
Cash flow hedges
Fixed price
- Natural gas (Bcf)			Futures and swaps			(24.4)						(16.0)
- NGLs, Refined Products and crude oil (MMBbl)			Futures and swaps			(10.2)						(14.5)
- Power (GWh)			Futures and swaps			—						22.1
Basis
- Natural gas (Bcf)			Futures and swaps			(24.4)						(16.0)
Derivatives not designated as hedging instruments:
Fixed price
- Natural gas (Bcf)			Futures and swaps			—						(0.7)
- NGLs, Refined Products and crude oil (MMBbl)			Futures and swaps			(0.4)						0.1
Basis
- Natural gas (Bcf)			Futures and swaps			—						(0.7)
- NGLs, Refined Products, and crude oil (MMBbl)			Futures and swaps			—						(0.1)

Cash Flow Hedges - During the three and nine months ended Sept. 30, 2024 and 2023, we had no material changes in other comprehensive income related to our commodity derivative instruments.

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. Our policies and related credit risk are consistent with those discussed in our Annual Report.

F. DEBT

Current Maturities - At Sept. 30, 2024, our current maturities of long-term debt consist of the following:

			(Millions of dollars)
$250 at 3.2% due March 2025			$	250
$500 at 4.9% due March 2025			500
$400 at 2.2% due September 2025			387
Guardian $120 term loan, rate of 6.47% as of Sept. 30, 2024, due June 2025			120
Current maturities of long-term debt			$	1,257

Debt Issuances - In September 2024, we completed an underwritten public offering of $7.0 billion senior unsecured notes consisting of $1.25 billion, 4.25% senior notes due 2027; $600 million, 4.4% senior notes due 2029; $1.25 billion, 4.75% senior notes due 2031; $1.6 billion, 5.05% senior notes due 2034; $1.5 billion, 5.7% senior notes due 2054; and $800 million, 5.85% senior notes due 2064. The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $6.9 billion. We intend to use the net proceeds from this offering 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 and to pay fees and expenses related to the acquisitions. We intend to use any remaining net proceeds for general corporate purposes, which may include the repayment of outstanding indebtedness, including the repurchase or redemption of existing notes. Cash held as of Sept. 30, 2024, to fund the acquisitions is classified as a long-term asset within the Consolidated Balance Sheet due to its designation for use in conjunction with these acquisitions.

Subsequent event - In October 2024, we used a portion of the net proceeds to fund the EnLink Controlling Interest Acquisition upon closing.

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

Commercial Paper Program - At Sept. 30, 2024, and Dec. 31, 2023, we had no commercial paper outstanding.

$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 any 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, which effectively extended our acquisition adjustment period until the quarter ended June 30, 2025, after which it will decrease to 5.0 to 1. As of Sept. 30, 2024, we had no outstanding borrowings, our ratio of consolidated indebtedness to adjusted EBITDA was 3.7 to 1, and we were in compliance with all covenants under our $2.5 Billion Credit Agreement.

Debt Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership and Magellan have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness. The Guardian Term Loan Agreement and Viking Term Loan Agreement are not guaranteed by ONEOK, ONEOK Partners, the Intermediate Partnership or Magellan. For further details on our indebtedness, see Note H of the Notes to Consolidated Financial Statements in our Annual Report.

G. EQUITY

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 on our common stock in February, May and August 2024 were 99 cents per share. A common stock dividend of 99 cents per share was declared for shareholders of record at the close of business on Nov. 1, 2024, payable Nov. 14, 2024.

Our Series E Preferred Stock pays quarterly dividends on each share of Series E Preferred Stock when, and if, declared by our Board of Directors, at a rate of 5.5% per year. We paid dividends for the Series E Preferred Stock of $0.3 million in February, May and August 2024. Dividends totaling $0.3 million were declared for the Series E Preferred Stock and are payable Nov. 14, 2024.

H. EARNINGS PER SHARE

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

			Three Months Ended Sept. 30, 2024
			Income						Shares						Per Share Amount
			(Millions, except per share amounts)
Basic EPS
Net income available for common stock			$	692					584.8						$	1.18
Diluted EPS
Effect of dilutive securities			—						1.9
Net income available for common stock and common stock equivalents			$	692					586.7						$	1.18

			Three Months Ended Sept. 30, 2023
			Income						Shares						Per Share Amount
			(Millions, except per share amounts)
Basic EPS
Net income available for common stock			$	453					457.3						$	0.99
Diluted EPS
Effect of dilutive securities			—						0.9
Net income available for common stock and common stock equivalents			$	453					458.2						$	0.99

			Nine Months Ended Sept. 30, 2024
			Income						Shares						Per Share Amount
			(Millions, except per share amounts)
Basic EPS
Net income available for common stock			$	2,111					584.5						$	3.61
Diluted EPS
Effect of dilutive securities			—						1.6
Net income available for common stock and common stock equivalents			$	2,111					586.1						$	3.60

			Nine Months Ended Sept. 30, 2023
			Income						Shares						Per Share Amount
			(Millions, except per share amounts)
Basic EPS
Net income available for common stock			$	1,970					451.2						$	4.37
Diluted EPS
Effect of dilutive securities			—						0.9
Net income available for common stock and common stock equivalents			$	1,970					452.1						$	4.36

I. UNCONSOLIDATED AFFILIATES

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

			Three Months Ended						Nine Months Ended
			Sept. 30,						Sept. 30,
			2024			2023			2024			2023
			(Millions of dollars)
Northern Border			$	25		$	20		$	72		$	58
Overland Pass			23			17			61			39
Saddlehorn			13			—			36			—
Roadrunner			9			10			30			32
BridgeTex			7			—			25			—
MVP			3			—			10			—
Other			12			2			22			3
Equity in net earnings from investments			$	92		$	49		$	256		$	132

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

We incurred expenses in transactions with unconsolidated affiliates of $54 million and $33 million for the three months ended Sept. 30, 2024 and 2023, respectively, and $149 million and $88 million for the nine months ended Sept. 30, 2024 and 2023, respectively, related primarily to Overland Pass and Northern Border. Revenue earned and accounts receivable from, and accounts payable to, our unconsolidated affiliates were not material.

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.

J. COMMITMENTS AND CONTINGENCIES

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 March 2, 2021. Claims were asserted by or on behalf of seven individuals, and certain beneficiaries, who were employed by a contractor and working at a Magellan facility. These individuals 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. During the first quarter of 2024, we reached settlement with all remaining claimants. In the second quarter of 2024, all settlement payments were made to claimants, 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.

K. REVENUES

Contract Assets and Contract Liabilities - Our contract asset balances at the beginning and the end of the period primarily relate to our firm service transportation contracts with tiered rates, which are not material. Our contract liabilities at the beginning and end of the period relate primarily to deferred revenue on Refined Products and crude transportation contracts, NGL storage contracts and contributions in aid of construction received from customers. The following table sets forth the balances in contract liabilities for the periods indicated:

Contract Liabilities						(Millions of dollars)
Balance at Dec. 31, 2023 (a)						$	150
Revenue recognized included in beginning balance						(118)
Net additions						118
Balance at Sept. 30, 2024 (b)						$	150

(a) - Contract liabilities of $104 million and $46 million are included in other current liabilities and other deferred credits, respectively, in our Consolidated Balance Sheet.

(b) - Contract liabilities of $112 million and $38 million are included in the other current liabilities and other deferred credits, respectively, in our Consolidated Balance Sheet.

Receivables from Customers and Revenue Disaggregation - Substantially all of the balances in accounts receivable on our Consolidated Balance Sheet at Sept. 30, 2024, relate to customer receivables. Excluding the insurance receivable related to the legal proceeding described in Note O of the Notes to Consolidated Financial Statements in our Annual Report, substantially all of the balances in accounts receivable on our Consolidated Balance Sheet at Dec. 31, 2023, related to customer receivables. Revenue sources are disaggregated in Note L.

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 Sept. 30, 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 one month to 30 years:

Expected Period of Recognition in Revenue						(Millions of dollars)
Remainder of 2024						$	335
2025						1,174
2026						956
2027						839
2028 and beyond						2,512
Total						$	5,816

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. 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.

L. 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 and stores natural gas; and

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

Other and eliminations consist of corporate costs, the operating and leasing 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.

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

Three Months Ended Sept. 30, 2024			Natural Gas Gathering and Processing						Natural Gas Liquids						Natural Gas Pipelines						Refined Products and Crude						Total Segments
			(Millions of dollars)
Liquids commodity sales			$	648					$	3,496					$	—					$	407					$	4,551
Residue natural gas sales			219						—						—						—						219
Gathering, processing and exchange services revenue			35						129						—						—						164
Transportation and storage revenue			—						50						171						526						747
Other			3						4						—						30						37
Total revenues (a)			905						3,679						171						963						5,718
Cost of sales and fuel (exclusive of depreciation and operating costs)			(464)						(2,906)						(1)						(352)						(3,723)
Operating costs			(129)						(183)						(52)						(217)						(581)
Adjusted EBITDA from unconsolidated affiliates			—						26						45						41						112
Noncash compensation expense and other			6						8						3						6						23
Segment adjusted EBITDA			$	318					$	624					$	166					$	441					$	1,549
Depreciation and amortization			$	(71)					$	(89)					$	(21)					$	(93)					$	(274)
Equity in net earnings (loss) from investments			$	(1)					$	24					$	34					$	35					$	92
Capital expenditures			$	102					$	247					$	56					$	45					$	450

(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 $657 million and were not material for the Natural Gas Liquids, Refined Products and Crude and Natural Gas Pipelines segments.

Three Months Ended Sept. 30, 2024						Total Segments						Other and Eliminations						Total
						(Millions of dollars)
Reconciliations of total segments to consolidated
Liquids commodity sales						$	4,551					$	(691)					$	3,860
Residue natural gas sales						219						—						219
Gathering, processing and exchange services revenue						164						—						164
Transportation and storage revenue						747						(4)						743
Other						37						—						37
Total revenues (a)						$	5,718					$	(695)					$	5,023
Cost of sales and fuel (exclusive of depreciation and operating costs)						$	(3,723)					$	696					$	(3,027)
Operating costs						$	(581)					$	(1)					$	(582)
Depreciation and amortization						$	(274)					$	—					$	(274)
Equity in net earnings from investments						$	92					$	—					$	92
Capital expenditures						$	450					$	18					$	468

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

Three Months Ended Sept. 30, 2023			Natural Gas Gathering and Processing						Natural Gas Liquids						Natural Gas Pipelines						Refined Products and Crude (c)						Total Segments
			(Millions of dollars)
NGL and condensate sales			$	641					$	3,432					$	—					$	—					$	4,073
Residue natural gas sales			279						—						3						—						282
Gathering, processing and exchange services revenue			36						150						—						—						186
Transportation and storage revenue			—						48						143						—						191
Other			9						4						—						72						85
Total revenues (a)			965						3,634						146						72						4,817
Cost of sales and fuel (exclusive of depreciation and operating costs)			(527)						(2,875)						(2)						(22)						(3,426)
Operating costs			(119)						(168)						(51)						(13)						(351)
Adjusted EBITDA from unconsolidated affiliates (b)			—						19						40						4						63
Noncash compensation expense and other			4						6						3						—						13
Segment adjusted EBITDA (b)			$	323					$	616					$	136					$	41					$	1,116
Depreciation and amortization			$	(68)					$	(85)					$	(17)					$	(6)					$	(176)
Equity in net earnings from investments			$	—					$	17					$	29					$	3					$	49
Capital expenditures			$	126					$	189					$	70					$	1					$	386

(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 $620 million and were not material for the Natural Gas Liquids and Natural Gas Pipelines segments.

(b) - 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. This change resulted in an additional $14 million of adjusted EBITDA for the three months ended Sept. 30, 2023.

(c) - Disaggregation of revenue for our Refined Products and Crude segment was based on a preliminary evaluation of contracts upon completion of the Magellan Acquisition.

Three Months Ended Sept. 30, 2023						Total Segments						Other and Eliminations						Total
						(Millions of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales						$	4,073					$	(624)					$	3,449
Residue natural gas sales						282						—						282
Gathering, processing and exchange services revenue						186						—						186
Transportation and storage revenue						191						(3)						188
Other						85						(1)						84
Total revenues (a)						$	4,817					$	(628)					$	4,189
Cost of sales and fuel (exclusive of depreciation and operating costs)						$	(3,426)					$	627					$	(2,799)
Operating costs						$	(351)					$	(1)					$	(352)
Depreciation and amortization						$	(176)					$	(1)					$	(177)
Equity in net earnings from investments						$	49					$	—					$	49
Capital expenditures						$	386					$	12					$	398

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

Nine Months Ended Sept. 30, 2024			Natural Gas Gathering and Processing						Natural Gas Liquids						Natural Gas Pipelines						Refined Products and Crude						Total Segments
			(Millions of dollars)
Liquids commodity sales			$	1,912					$	10,104					$	—					$	1,250					$	13,266
Residue natural gas sales			732						—						28						—						760
Gathering, processing and exchange services revenue			101						390						—						—						491
Transportation and storage revenue			—						141						491						1,490						2,122
Other			16						10						—						81						107
Total revenues (a)			2,761						10,645						519						2,821						16,746
Cost of sales and fuel (exclusive of depreciation and operating costs)			(1,479)						(8,352)						(18)						(1,017)						(10,866)
Operating costs			(365)						(545)						(157)						(650)						(1,717)
Adjusted EBITDA from unconsolidated affiliates			3						70						133						117						323
Noncash compensation expense			16						26						6						24						72
Other			59						3						—						(6)						56
Segment adjusted EBITDA			$	995					$	1,847					$	483					$	1,289					$	4,614
Depreciation and amortization			$	(215)					$	(260)					$	(57)					$	(254)					$	(786)
Equity in net earnings from investments			$	1					$	63					$	102					$	90					$	256
Investments in unconsolidated affiliates			$	31					$	417					$	516					$	958					$	1,922
Total assets			$	7,113					$	15,701					$	2,704					$	19,031					$	44,549
Capital expenditures			$	319					$	785					$	187					$	120					$	1,411

(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 $1.9 billion and were not material for the Natural Gas Liquids, Refined Products and Crude and Natural Gas Pipelines segments.

Nine Months Ended Sept. 30, 2024						Total Segments						Other and Eliminations						Total
						(Millions of dollars)
Reconciliations of total segments to consolidated
Liquids commodity sales						$	13,266					$	(2,025)					$	11,241
Residue natural gas sales						760						—						760
Gathering, processing and exchange services revenue						491						—						491
Transportation and storage revenue						2,122						(16)						2,106
Other						107						(7)						100
Total revenues (a)						$	16,746					$	(2,048)					$	14,698
Cost of sales and fuel (exclusive of depreciation and operating costs)						$	(10,866)					$	2,051					$	(8,815)
Operating costs						$	(1,717)					$	(3)					$	(1,720)
Depreciation and amortization						$	(786)					$	(4)					$	(790)
Equity in net earnings from investments						$	256					$	—					$	256
Investments in unconsolidated affiliates						$	1,922					$	3					$	1,925
Total assets						$	44,549					$	6,501					$	51,050
Capital expenditures						$	1,411					$	48					$	1,459

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

Nine Months Ended Sept. 30, 2023			Natural Gas Gathering and Processing						Natural Gas Liquids						Natural Gas Pipelines						Refined Products and Crude (c)			Total Segments
			(Millions of dollars)
NGL and condensate sales			$	1,835					$	10,103					$	—					$	—		$	11,938
Residue natural gas sales			1,066						—						28						—			1,094
Gathering, processing and exchange services revenue			109						414						—						—			523
Transportation and storage revenue			—						143						434						—			577
Other			22						9						1						72			104
Total revenues (a)			3,032						10,669						463						72			14,236
Cost of sales and fuel (exclusive of depreciation and operating costs)			(1,787)						(8,597)						(17)						(22)			(10,423)
Operating costs			(339)						(481)						(145)						(13)			(978)
Adjusted EBITDA from unconsolidated affiliates (b)			2						46						120						4			172
Noncash compensation expense			13						20						5						—			38
Other			—						775						1						—			776
Segment adjusted EBITDA (b)			$	921					$	2,432					$	427					$	41		$	3,821
Depreciation and amortization			$	(202)					$	(248)					$	(50)					$	(6)		$	(506)
Equity in net earnings from investments			$	1					$	39					$	89					$	3		$	132
Investments in unconsolidated affiliates			$	26					$	417					$	440					$	911		$	1,794
Total assets			$	6,976					$	14,988					$	2,433					$	19,185		$	43,582
Capital expenditures			$	308					$	495					$	155					$	1		$	959

(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 $1.8 billion and were not material for the Natural Gas Liquids and Natural Gas Pipelines segments.

(b) - 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. This change resulted in an additional $40 million of adjusted EBITDA for the nine months ended Sept. 30, 2023.

(c) - Disaggregation of revenue for our Refined Products and Crude segment was based on a preliminary evaluation of contracts upon completion of the Magellan Acquisition.

Nine Months Ended Sept. 30, 2023						Total Segments						Other and Eliminations						Total
						(Millions of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales						$	11,938					$	(1,779)					$	10,159
Residue natural gas sales						1,094						—						1,094
Gathering, processing and exchange services revenue						523						—						523
Transportation and storage revenue						577						(7)						570
Other						104						(8)						96
Total revenues (a)						$	14,236					$	(1,794)					$	12,442
Cost of sales and fuel (exclusive of depreciation and operating costs)						$	(10,423)					$	1,795					$	(8,628)
Operating costs						$	(978)					$	(3)					$	(981)
Depreciation and amortization						$	(506)					$	(3)					$	(509)
Equity in net earnings from investments						$	132					$	—					$	132
Investments in unconsolidated affiliates						$	1,794					$	1					$	1,795
Total assets						$	43,582					$	357					$	43,939
Capital expenditures						$	959					$	33					$	992

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

						Three Months Ended Sept. 30,												Nine Months Ended Sept. 30,
						2024						2023						2024						2023
Reconciliation of net income to total segment adjusted EBITDA						(Millions of dollars)
Net income						$	693					$	454					$	2,112					$	1,971
Interest expense, net of capitalized interest						325						215						923						561
Depreciation and amortization						274						177						790						509
Income taxes						219						141						670						616
Adjusted EBITDA from unconsolidated affiliates (b)						112						63						323						172
Equity in net earnings from investments (b)						(92)						(49)						(256)						(132)
Noncash compensation expense and other						14						14						48						32
Other corporate costs (c)						4						101						4						92
Total segment adjusted EBITDA (a)(b)						$	1,549					$	1,116					$	4,614					$	3,821

(a) - The nine months ended Sept. 30, 2023, includes $667 million related to the Medford incident, including a settlement gain of $779 million, offset partially by $112 million of third-party fractionation costs.

(b) - 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. This change resulted in an additional $14 million and $40 million of adjusted EBITDA for the three and nine months ended Sept. 30, 2023, respectively.

(c) - Includes transaction costs related to the Magellan Acquisition of $123 million, offset partially by interest income of $26 million for the three months ended Sept. 30, 2023, and transaction costs related to the Magellan Acquisition of $133 million, offset partially by interest income of $42 million for the nine months ended Sept. 30, 2023.