Item 1. FINANCIAL STATEMENTS
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Item 1. FINANCIAL STATEMENTS
| ONEOK, Inc. and Subsidiaries | |||||||||||
| CONSOLIDATED STATEMENTS OF INCOME | |||||||||||
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| (Unaudited) | 2025 | 2024 | |||||||||
| (Millions of dollars, except per share amounts) | |||||||||||
| Revenues | |||||||||||
| Commodity sales | $ | 6,912 | $ | 3,928 | |||||||
| Services and other | 1,131 | 853 | |||||||||
| Total revenues (Note K) | 8,043 | 4,781 | |||||||||
| Cost of sales and fuel (exclusive of items shown separately below) | 5,655 | 2,897 | |||||||||
| Operations and maintenance | 655 | 483 | |||||||||
| Depreciation and amortization | 380 | 254 | |||||||||
| General taxes | 97 | 86 | |||||||||
| Transaction costs (Note B) | 42 | 3 | |||||||||
| Other operating income, net | (6) | (6) | |||||||||
| Operating income | 1,220 | 1,064 | |||||||||
| Equity in net earnings from investments (Note I) | 108 | 76 | |||||||||
| Other income, net | 2 | 7 | |||||||||
| Interest expense (net of capitalized interest of $10 and $12, respectively) | (442) | (300) | |||||||||
| Income before income taxes | 888 | 847 | |||||||||
| Income taxes | (197) | (208) | |||||||||
| Net income | 691 | 639 | |||||||||
| Less: Net income attributable to noncontrolling interests | (55) | — | |||||||||
| Net income attributable to ONEOK | 636 | 639 | |||||||||
| Less: Preferred stock dividends | — | — | |||||||||
| Net income available to common shareholders | $ | 636 | $ | 639 | |||||||
| Basic EPS (Note H) | $ | 1.04 | $ | 1.09 | |||||||
| Diluted EPS (Note H) | $ | 1.04 | $ | 1.09 | |||||||
| Average shares (millions) | |||||||||||
| Basic | 611.4 | 584.2 | |||||||||
| Diluted | 612.5 | 585.7 |
See accompanying Notes to Consolidated Financial Statements.
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||||||||||
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| (Unaudited) | 2025 | 2024 | |||||||||
| (Millions of dollars) | |||||||||||
| Net income | $ | 691 | $ | 639 | |||||||
| Other comprehensive income (loss), net of tax | |||||||||||
| Change in fair value of derivatives, net of tax of $11 and $22, respectively | (37) | (75) | |||||||||
| Derivative amounts reclassified to net income, net of tax of $(3) and $6, respectively | 10 | (21) | |||||||||
| Changes in benefit plan obligations and other, net of tax of $— and $—, respectively | — | 1 | |||||||||
| Total other comprehensive loss, net of tax | (27) | (95) | |||||||||
| Comprehensive income | 664 | 544 | |||||||||
| Less: Comprehensive income attributable to noncontrolling interests | (55) | — | |||||||||
| Comprehensive income attributable to ONEOK | $ | 609 | $ | 544 |
See accompanying Notes to Consolidated Financial Statements.
| ONEOK, Inc. and Subsidiaries | ||||||||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||||||||
| March 31, | December 31, | |||||||||||||
| (Unaudited) | 2025 | 2024 | ||||||||||||
| Assets | (Millions of dollars) | |||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | 141 | $ | 733 | ||||||||||
| Accounts receivable, net | 2,651 | 2,326 | ||||||||||||
| Inventories | 905 | 748 | ||||||||||||
| Other current assets | 419 | 431 | ||||||||||||
| Total current assets | 4,116 | 4,238 | ||||||||||||
| Property, plant and equipment | ||||||||||||||
| Property, plant and equipment | 52,888 | 52,274 | ||||||||||||
| Accumulated depreciation and amortization | 6,658 | 6,339 | ||||||||||||
| Net property, plant and equipment | 46,230 | 45,935 | ||||||||||||
| Other assets | ||||||||||||||
| Investments in unconsolidated affiliates | 2,405 | 2,316 | ||||||||||||
| Goodwill | 8,094 | 8,091 | ||||||||||||
| Intangible assets, net | 3,002 | 3,039 | ||||||||||||
| Other assets | 416 | 450 | ||||||||||||
| Total other assets | 13,917 | 13,896 | ||||||||||||
| Total assets | $ | 64,263 | $ | 64,069 | ||||||||||
| Liabilities and equity | ||||||||||||||
| Current liabilities | ||||||||||||||
| Current maturities of long-term debt (Note E) | $ | 2,059 | $ | 1,059 | ||||||||||
| Short-term borrowings (Note E) | 200 | — | ||||||||||||
| Accounts payable | 2,437 | 2,187 | ||||||||||||
| Commodity imbalances | 319 | 260 | ||||||||||||
| Accrued interest | 461 | 511 | ||||||||||||
| Other current liabilities | 707 | 702 | ||||||||||||
| Total current liabilities | 6,183 | 4,719 | ||||||||||||
| Long-term debt, excluding current maturities | 29,781 | 31,018 | ||||||||||||
| Deferred credits and other liabilities | ||||||||||||||
| Deferred income taxes | 5,591 | 5,451 | ||||||||||||
| Other deferred credits | 588 | 748 | ||||||||||||
| Total deferred credits and other liabilities | 6,179 | 6,199 | ||||||||||||
| Commitments and contingencies (Note J) | ||||||||||||||
| Equity (Note F) | ||||||||||||||
| Preferred stock, $0.01 par value: authorized and issued 20,000 shares at March 31, 2025, and December 31, 2024 | — | — | ||||||||||||
| Common stock, $0.01 par value: authorized 1,200,000,000 shares; issued 651,056,373 shares and outstanding 624,626,545 shares at March 31, 2025; issued 609,713,834 shares and outstanding 583,110,633 shares at December 31, 2024 | 7 | 6 | ||||||||||||
| Paid-in capital | 20,721 | 16,354 | ||||||||||||
| Accumulated other comprehensive loss | (123) | (96) | ||||||||||||
| Retained earnings | 1,569 | 1,579 | ||||||||||||
| Treasury stock, at cost: 26,429,828 shares at March 31, 2025, and 26,603,201 shares at December 31, 2024 | (810) | (807) | ||||||||||||
| Total ONEOK shareholders’ equity | 21,364 | 17,036 | ||||||||||||
| Noncontrolling interests in consolidated subsidiaries | 756 | 5,097 | ||||||||||||
| Total equity | 22,120 | 22,133 | ||||||||||||
| Total liabilities and equity | $ | 64,263 | $ | 64,069 |
See accompanying Notes to Consolidated Financial Statements.
| ONEOK, Inc. and Subsidiaries | ||||||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| (Unaudited) | 2025 | 2024 | ||||||||||||
| (Millions of dollars) | ||||||||||||||
| Operating activities | ||||||||||||||
| Net income | $ | 691 | $ | 639 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 380 | 254 | ||||||||||||
| Equity in net earnings from investments (Note I) | (108) | (76) | ||||||||||||
| Distributions received from unconsolidated affiliates | 101 | 78 | ||||||||||||
| Deferred income taxes | 170 | 180 | ||||||||||||
| Other, net | 14 | 23 | ||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable | (322) | 6 | ||||||||||||
| Inventories, net of commodity imbalances | (113) | (179) | ||||||||||||
| Accounts payable | 281 | (29) | ||||||||||||
| Risk-management assets and liabilities | (34) | (144) | ||||||||||||
| Other assets and liabilities, net | (156) | (156) | ||||||||||||
| Cash provided by operating activities | 904 | 596 | ||||||||||||
| Investing activities | ||||||||||||||
| Capital expenditures (less allowance for equity funds used during construction) | (629) | (512) | ||||||||||||
| Purchases of and contributions to unconsolidated affiliates | (82) | (92) | ||||||||||||
| Other, net | 17 | 26 | ||||||||||||
| Cash used in investing activities | (694) | (578) | ||||||||||||
| Financing activities | ||||||||||||||
| Dividends paid | (643) | (578) | ||||||||||||
| Short-term borrowings, net | 200 | 320 | ||||||||||||
| Repurchase of common stock | (30) | — | ||||||||||||
| Repayment of long-term debt (Note E) | (250) | — | ||||||||||||
| Other, net | (79) | (33) | ||||||||||||
| Cash used in financing activities | (802) | (291) | ||||||||||||
| Change in cash and cash equivalents | (592) | (273) | ||||||||||||
| Cash and cash equivalents at beginning of period | 733 | 338 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 141 | $ | 65 |
See accompanying Notes to Consolidated Financial Statements.
| ONEOK, Inc. and Subsidiaries | ||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | ||||||||||||||||||||||||||
| ONEOK Shareholder's Equity | ||||||||||||||||||||||||||
| (Unaudited) | Preferred Stock | Common Stock | Paid-in Capital | AOCL* | Retained Earnings | Treasury Stock | Noncontrolling Interest | Total Equity | ||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||
| January 1, 2025 | $ | — | $ | 6 | $ | 16,354 | $ | (96) | $ | 1,579 | $ | (807) | $ | 5,097 | $ | 22,133 | ||||||||||
| Net income | — | — | — | — | 636 | — | 55 | 691 | ||||||||||||||||||
| Other comprehensive loss | — | — | — | (27) | — | — | — | (27) | ||||||||||||||||||
| Preferred stock dividends - $13.75 per share | — | — | — | — | — | — | — | — | ||||||||||||||||||
| Common stock issued | — | — | (21) | — | — | 14 | — | (7) | ||||||||||||||||||
| Common stock dividends - $1.03 per share (Note F) | — | — | — | — | (645) | — | — | (645) | ||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | (17) | — | (17) | ||||||||||||||||||
| EnLink Acquisition (Note B) | — | 1 | 4,377 | — | — | — | (4,378) | — | ||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | (25) | (25) | ||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | 4 | 4 | ||||||||||||||||||
| Other, net | — | — | 11 | — | (1) | — | 3 | 13 | ||||||||||||||||||
| March 31, 2025 | $ | — | $ | 7 | $ | 20,721 | $ | (123) | $ | 1,569 | $ | (810) | $ | 756 | $ | 22,120 |
*Accumulated other comprehensive loss
| (Unaudited) | Preferred Stock | Common Stock | Paid-in Capital | AOCL* | Retained Earnings | Treasury Stock | Total Equity | ||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||
| January 1, 2024 | $ | — | $ | 6 | $ | 16,320 | $ | (33) | $ | 868 | $ | (677) | $ | 16,484 | |||||||||
| Net income | — | — | — | — | 639 | — | 639 | ||||||||||||||||
| Other comprehensive loss | — | — | — | (95) | — | — | (95) | ||||||||||||||||
| Preferred stock dividends - $13.75 per share | — | — | — | — | — | — | — | ||||||||||||||||
| Common stock issued | — | — | (8) | — | — | 14 | 6 | ||||||||||||||||
| Common stock dividends - $0.99 per share | — | — | — | — | (579) | — | (579) | ||||||||||||||||
| Other, net | — | — | (9) | — | (1) | — | (10) | ||||||||||||||||
| March 31, 2024 | $ | — | $ | 6 | $ | 16,303 | $ | (128) | $ | 927 | $ | (663) | $ | 16,445 |
*Accumulated other comprehensive loss
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 2024 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.
Recently Issued Accounting Standards Update - Changes to GAAP are established by the Financial Accounting Standards Board (FASB) in the form of Accounting Standards Updates (ASUs) to the FASB Accounting Standards Codification. We consider the applicability and impact of all ASUs. ASUs not discussed herein or in our Annual Report were assessed and determined to be either not applicable or clarifications of ASUs previously issued. 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, and no material updates to recently issued standards disclosed in our Annual Report.
B. ACQUISITIONS
EnLink Acquisition - On January 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, each publicly held 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. As a result of the completion of the EnLink Acquisition, common units of EnLink are no longer publicly traded, and EnLink is now a wholly owned subsidiary.
As we controlled EnLink at December 31, 2024, prior to the EnLink Acquisition, the change in our ownership interest was accounted for as an equity transaction. The carrying value of the noncontrolling interest in consolidated subsidiaries at the acquisition date was $4.4 billion. The difference between the equity consideration and the carrying value of the noncontrolling interest in consolidated subsidiaries at the acquisition date was recognized as an adjustment to paid-in capital.
Supplemental Cash Flow Information - Our noncash balance sheet activity related to the EnLink Acquisition is as follows (in millions):
| Common stock | $ | 1 | ||||||
| Paid-in capital | $ | 4,377 | ||||||
| Noncontrolling interests in consolidated subsidiaries | $ | (4,378) | ||||||
EnLink Controlling Interest Acquisition - On October 15, 2024, we completed the EnLink Controlling Interest Acquisition. 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. During the three months ended March 31, 2025, there were no material changes to the preliminary purchase price allocation disclosed in our Annual Report.
Medallion Acquisition - On October 31, 2024, we completed the Medallion Acquisition. 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. During the three months ended March 31, 2025, there were no material changes to the preliminary purchase price allocation disclosed in our Annual Report.
Transaction Costs - The three months ended March 31, 2025, included $42 million of nonrecurring transaction costs, of which $31 million related to advisory fees and severance and $11 million of noncash compensation expense related to the settlement of share-based awards for certain EnLink employees associated with the EnLink Acquisition.
C. 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:
| March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total - Gross | Netting (a) | Total - Net | ||||||||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | 44 | $ | 37 | $ | — | $ | 81 | $ | (81) | $ | — | |||||||||||||||||||||||
| Total derivative assets | $ | 44 | $ | 37 | $ | — | $ | 81 | $ | (81) | $ | — | |||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | (63) | $ | (73) | $ | — | $ | (136) | $ | 130 | $ | (6) | |||||||||||||||||||||||
| Total derivative liabilities | $ | (63) | $ | (73) | $ | — | $ | (136) | $ | 130 | $ | (6) |
(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets 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 March 31, 2025, we held no cash and posted cash of $94 million with a counterparty, including $49 million of cash collateral that is offsetting derivative net liability positions under master-netting arrangements in the table above. The remaining $45 million of cash collateral in excess of derivative liability positions is included in other current assets in our Consolidated Balance Sheets.
| December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total - Gross | Netting (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 Sheets on a net basis. We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us. At December 31, 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 Sheets.
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 $30.7 billion and $30.8 billion at March 31, 2025, and December 31, 2024, respectively. The book value of our consolidated long-term debt, including current maturities, was $31.8 billion and $32.1 billion at March 31, 2025, and December 31, 2024, 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.
D. 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. At both March 31, 2025, and December 31, 2024, 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:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Location in our Consolidated Balance Sheets | Assets | (Liabilities) | Assets | (Liabilities) | ||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | ||||||||||||||||||||||||||
| Commodity contracts (a)(b) | Other current assets/liabilities | $ | 59 | $ | (107) | $ | 39 | $ | (47) | |||||||||||||||||
| Total derivatives designated as hedging instruments | 59 | (107) | 39 | (47) | ||||||||||||||||||||||
| Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||
| Commodity contracts (a)(b) | Other current assets/liabilities | 22 | (29) | 36 | (33) | |||||||||||||||||||||
| Other deferred credits | — | — | — | (6) | ||||||||||||||||||||||
| Total derivatives not designated as hedging instruments | 22 | (29) | 36 | (39) | ||||||||||||||||||||||
| Total derivatives | $ | 81 | $ | (136) | $ | 75 | $ | (86) |
(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 March 31, 2025, and December 31, 2024, our derivative net liability positions under master-netting arrangements for financial commodity contracts were offset by cash collateral of $49 million and $10 million, respectively.
Notional Quantities for Derivative Instruments - The following table sets forth the notional quantities for our derivative instruments, consisting of futures and swaps, held as of the dates indicated:
| March 31, 2025 | December 31, 2024 | |||||||||||||
| Net Purchased/Payor (Sold/Receiver) | ||||||||||||||
| Derivatives designated as hedging instruments: | ||||||||||||||
| Cash flow hedges | ||||||||||||||
| Fixed price | ||||||||||||||
| - Natural gas (Bcf) | (8.3) | (12.2) | ||||||||||||
| - NGLs, Refined Products and crude oil (MMBbl) | (21.9) | (12.2) | ||||||||||||
| Basis | ||||||||||||||
| - Natural gas (Bcf) | (7.0) | (11.2) | ||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||
| Fixed price | ||||||||||||||
| - Natural gas (Bcf) | (6.7) | (8.0) | ||||||||||||
| - NGLs, Refined Products and crude oil (MMBbl) | (1.7) | (2.7) | ||||||||||||
| Basis | ||||||||||||||
| - Natural gas (Bcf) | (6.3) | (3.7) | ||||||||||||
| - NGLs, Refined Products and crude oil (MMBbl) | (0.1) | (0.2) | ||||||||||||
| Swing Swaps | ||||||||||||||
| - Natural gas (Bcf) | (1.7) | (0.2) |
Cash Flow Hedges - During the three months ended March 31, 2025 and 2024, 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.
E. DEBT
Current Maturities - At March 31, 2025, our current maturities of long-term debt consist of the following:
| (Millions of dollars) | |||||
| $750 at 4.15% due June 2025 | $ | 422 | |||
| $400 at 2.2% due September 2025 | 387 | ||||
| $600 at 5.85% due January 2026 | 600 | ||||
| $650 at 5.0% due March 2026 | 650 | ||||
| Current maturities of long-term debt | $ | 2,059 |
Commercial Paper Program - At March 31, 2025, we had $200 million of commercial paper outstanding, bearing a weighted-average interest rate of 4.64%. At December 31, 2024, we had no commercial paper outstanding.
$3.5 Billion Credit Agreement - 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 nonmaterial modifications. Our $3.5 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 $3.5 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 $3.5 Billion Credit Agreement allows inclusion of the trailing 12 months of consolidated adjusted EBITDA of the acquired business. In February 2025, we announced definitive agreements to form joint ventures with MPLX, which allowed us to effectively extend the acquisition adjustment period under our $3.5 Billion Credit Agreement and, as a result, our leverage ratio covenant of 5.5 to 1 was extended through the quarter ending September 30, 2025, after which it will decrease to 5.0 to 1. As of March 31, 2025, we had no outstanding borrowings, our ratio of consolidated indebtedness to adjusted EBITDA was 4.1 to 1, and we were in compliance with all covenants under our $3.5 Billion Credit Agreement.
Debt Repayments - In March 2025, we repaid our $250 million, 3.2% senior notes at maturity with cash on hand.
EnLink Acquisition - Upon the closing of the EnLink Acquisition on January 31, 2025, we terminated the EnLink Revolving Credit Facility. We also effectively terminated the agreement to provide revolving unsecured loans to EnLink through a promissory note. For further details on the EnLink Revolving Credit Facility and the promissory note, see Note H of the Notes to Consolidated Financial Statements in our Annual Report.
Debt Guarantees - At the completion of the EnLink Acquisition on January 31, 2025, ONEOK assumed the outstanding debt of EnLink and EnLink Partners (the “Assumed Debt”). EnLink and EnLink Partners were released from all debt obligations and each entity provided a guarantee for our and ONEOK Partners’ indebtedness to the holders of each series of outstanding securities, including for the Assumed Debt.
ONEOK, ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness. For further details on our indebtedness, see Note H of the Notes to Consolidated Financial Statements in our Annual Report.
F. EQUITY
Noncontrolling Interests - As a result of the EnLink Acquisition completed on January 31, 2025, we now own 100% of EnLink. On February 4, 2025, we announced a definitive agreement to form the MBTC Pipeline joint venture, of which we own 80%. As of March 31, 2025, noncontrolling interests in our Consolidated Balance Sheets related to the Delaware Basin JV, Ascension and MBTC Pipeline.
Equity Issuances - On January 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, each publicly held 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.
Share Repurchase Program - Our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock. The program will terminate upon completion of the repurchase of the $2.0 billion of common stock or on January 1, 2029, whichever occurs first. For the three months ended March 31, 2025, we repurchased $17 million of our outstanding common stock under the program with cash on hand.
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 2025 were $1.03 per share. A common stock dividend of $1.03 per share was declared for shareholders of record at the close of business on May 5, 2025, payable on May 15, 2025.
G. VARIABLE INTEREST ENTITIES
Consolidated Variable Interest Entities (VIE)s - As a result of the EnLink Acquisition completed on January 31, 2025, EnLink is no longer considered a VIE.
As of March 31, 2025, we consolidated the following VIEs:
MBTC Pipeline - On February 4, 2025, we announced a definitive agreement with MPLX to form the MBTC Pipeline joint venture, which will construct and operate a 24-inch pipeline from our Mont Belvieu, Texas, storage facility to a new liquified petroleum gas export terminal in Texas City, Texas. We own an 80% interest in MBTC Pipeline and we are the operator. MBTC Pipeline is a VIE because the nonmanaging member does not have substantive rights (except in the case of default and other triggering events) to remove the managing member 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 MBTC Pipeline.
Delaware Basin JV - We own a 50.1% interest in the Delaware Basin JV, which owns processing facilities located in the Delaware Basin in Texas, and we are the operator. The Delaware Basin JV is a VIE because the nonmanaging member does not have substantive rights to remove the managing member 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 contractually determined call price.
Ascension - We own a 50% interest in Ascension, which owns an NGL transmission pipeline that connects our Riverside fractionator to the other owner’s refinery. Ascension is a VIE because the nonmanaging member does not have substantive rights (except in the case of default and other triggering events) 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 Sheets and are only for the use or obligation of our consolidated VIEs:
| March 31, 2025 | |||||
| (Millions of dollars) | |||||
| Assets: | |||||
| Cash and cash equivalents | $ | 16 | |||
| Accounts receivable, net | 30 | ||||
| Other current assets | 15 | ||||
| Net property, plant and equipment | 1,119 | ||||
| Goodwill | 97 | ||||
| Intangible assets, net | 263 | ||||
| Other assets | 21 |
| Liabilities: | |||||
| Accounts payable | $ | 15 | |||
| Other current liabilities | 14 | ||||
| Other deferred credits | 9 |
H. EARNINGS PER SHARE
The following tables set forth the computation of basic and diluted EPS for the periods indicated:
| Three Months Ended March 31, 2025 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | 636 | 611.4 | $ | 1.04 | ||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | — | 1.1 | |||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | 636 | 612.5 | $ | 1.04 |
| Three Months Ended March 31, 2024 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income available for common stock | $ | 639 | 584.2 | $ | 1.09 | ||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | — | 1.5 | |||||||||||||||
| Net income available for common stock and common stock equivalents | $ | 639 | 585.7 | $ | 1.09 |
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 | ||||||||||||||
| March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (Millions of dollars) | ||||||||||||||
| Northern Border | $ | 28 | $ | 25 | ||||||||||
| Overland Pass | 26 | 15 | ||||||||||||
| BridgeTex | 16 | 7 | ||||||||||||
| Saddlehorn | 13 | 10 | ||||||||||||
| Roadrunner | 10 | 11 | ||||||||||||
| Other | 15 | 8 | ||||||||||||
| Equity in net earnings from investments | $ | 108 | $ | 76 | ||||||||||
We incurred expenses in transactions with unconsolidated affiliates of $80 million and $39 million for the three months ended March 31, 2025 and 2024, respectively, related primarily to Overland Pass, Matterhorn 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 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 - We are a party to various 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 end of the period primarily relate to our firm service transportation contracts with tiered rates, which were not material. Our contract liabilities at the beginning and end of the period primarily related to deferred revenue on Refined Products and crude oil transportation contracts, NGL storage contracts and contributions in aid of construction received from customers, which were not material.
Receivables from Customer and Revenue Disaggregation - Substantially all of the balances in accounts receivable on our Consolidated Balance Sheets at March 31, 2025, and December 31, 2024, 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 March 31, 2025, 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 to 20 years.
| Expected Period of Recognition in Revenue | (Millions of dollars) | |||||||
| Remainder of 2025 | $ | 893 | ||||||
| 2026 | 1,068 | |||||||
| 2027 | 968 | |||||||
| 2028 | 893 | |||||||
| 2029 and beyond | 3,351 | |||||||
| Total | $ | 7,173 |
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 certain 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, compresses, 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.
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.
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:
| Three Months Ended March 31, 2025 | Natural Gas Gathering and Processing | Natural Gas Liquids | Natural Gas Pipelines | Refined Products and Crude | Total Segments | ||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||
| Liquids commodity sales | $ | 1,227 | $ | 4,112 | $ | — | $ | 1,901 | $ | 7,240 | |||||||||||||||||||
| Residue natural gas sales | 698 | — | 320 | — | 1,018 | ||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | 184 | 103 | — | — | 287 | ||||||||||||||||||||||||
| Transportation and storage revenue | 80 | 51 | 144 | 539 | 814 | ||||||||||||||||||||||||
| Other revenue | 8 | 2 | — | 28 | 38 | ||||||||||||||||||||||||
| Total revenues (a) | 2,197 | 4,268 | 464 | 2,468 | 9,397 | ||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (1,456) | (3,457) | (261) | (1,835) | (7,009) | ||||||||||||||||||||||||
| Operating costs | (257) | (210) | (52) | (224) | (743) | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 2 | 28 | 61 | 48 | 139 | ||||||||||||||||||||||||
| Noncash compensation expense and other | 5 | 6 | — | 14 | 25 | ||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | 491 | $ | 635 | $ | 212 | $ | 471 | $ | 1,809 | |||||||||||||||||||
| Depreciation and amortization | $ | (126) | $ | (113) | $ | (23) | $ | (116) | $ | (378) | |||||||||||||||||||
| Equity in net earnings from investments | $ | 2 | $ | 27 | $ | 39 | $ | 40 | $ | 108 | |||||||||||||||||||
| Investments in unconsolidated affiliates | $ | 37 | $ | 524 | $ | 811 | $ | 1,029 | $ | 2,401 | |||||||||||||||||||
| Total assets | $ | 15,837 | $ | 19,988 | $ | 4,534 | $ | 23,632 | $ | 63,991 | |||||||||||||||||||
| Capital expenditures | $ | 241 | $ | 171 | $ | 62 | $ | 141 | $ | 615 |
(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 $704 million for the Natural Gas Gathering and Processing segment, $543 million for the Natural Gas Liquids segment and were not material for the Refined Products and Crude and Natural Gas Pipelines segments.
| Three Months Ended March 31, 2025 | Total Segments | Other and Eliminations | Total | |||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||
| Reconciliations of total segments to consolidated | ||||||||||||||||||||
| Liquids commodity sales | $ | 7,240 | $ | (1,323) | $ | 5,917 | ||||||||||||||
| Residue natural gas sales | 1,018 | (23) | 995 | |||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | 287 | — | 287 | |||||||||||||||||
| Transportation and storage revenue | 814 | (5) | 809 | |||||||||||||||||
| Other revenue | 38 | (3) | 35 | |||||||||||||||||
| Total revenues (a) | $ | 9,397 | $ | (1,354) | $ | 8,043 | ||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | (7,009) | $ | 1,354 | $ | (5,655) | ||||||||||||||
| Operating costs | $ | (743) | $ | (9) | $ | (752) | ||||||||||||||
| Depreciation and amortization | $ | (378) | $ | (2) | $ | (380) | ||||||||||||||
| Equity in net earnings from investments | $ | 108 | $ | — | $ | 108 | ||||||||||||||
| Investments in unconsolidated affiliates | $ | 2,401 | $ | 4 | $ | 2,405 | ||||||||||||||
| Total assets | $ | 63,991 | $ | 272 | $ | 64,263 | ||||||||||||||
| Capital expenditures | $ | 615 | $ | 14 | $ | 629 |
(a) - Substantially all of our revenues related to contracts with customers.
| Three Months Ended March 31, 2024 | Natural Gas Gathering and Processing | Natural Gas Liquids | Natural Gas Pipelines | Refined Products and Crude | Total Segments | ||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||
| Liquids commodity sales | $ | 623 | $ | 3,264 | $ | — | $ | 351 | $ | 4,238 | |||||||||||||||||||
| Residue natural gas sales | 344 | — | 28 | — | 372 | ||||||||||||||||||||||||
| Gathering, processing and exchange services revenue | 35 | 122 | — | — | 157 | ||||||||||||||||||||||||
| Transportation and storage revenue | — | 48 | 157 | 466 | 671 | ||||||||||||||||||||||||
| Other revenue | 8 | 2 | — | 27 | 37 | ||||||||||||||||||||||||
| Total revenues (a) | 1,010 | 3,436 | 185 | 844 | 5,475 | ||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (594) | (2,698) | (15) | (285) | (3,592) | ||||||||||||||||||||||||
| Operating costs | (117) | (181) | (53) | (217) | (568) | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 2 | 17 | 47 | 35 | 101 | ||||||||||||||||||||||||
| Noncash compensation expense and other | 5 | 14 | 1 | 4 | 24 | ||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | 306 | $ | 588 | $ | 165 | $ | 381 | $ | 1,440 | |||||||||||||||||||
| Depreciation and amortization | $ | (70) | $ | (85) | $ | (18) | $ | (80) | $ | (253) | |||||||||||||||||||
| Equity in net earnings from investments | $ | 2 | $ | 15 | $ | 36 | $ | 23 | $ | 76 | |||||||||||||||||||
| Investments in unconsolidated affiliates | $ | 25 | $ | 414 | $ | 522 | $ | 976 | $ | 1,937 | |||||||||||||||||||
| Total assets | $ | 7,021 | $ | 15,279 | $ | 2,635 | $ | 19,401 | $ | 44,336 | |||||||||||||||||||
| Capital expenditures | $ | 116 | $ | 253 | $ | 79 | $ | 42 | $ | 490 |
(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, Refined Products and Crude and Natural Gas Pipelines segments.
| Three Months Ended March 31, 2024 | Total Segments | Other and Eliminations | Total | |||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||
| Reconciliations of total segments to consolidated | ||||||||||||||||||||
| Liquids commodity sales | $ | 4,238 | $ | (682) | $ | 3,556 | ||||||||||||||
| Residue natural gas sales | 372 | — | 372 | |||||||||||||||||
| Gathering, processing and exchange services revenue | 157 | — | 157 | |||||||||||||||||
| Transportation and storage revenue | 671 | (7) | 664 | |||||||||||||||||
| Other revenue | 37 | (5) | 32 | |||||||||||||||||
| Total revenues (a) | $ | 5,475 | $ | (694) | $ | 4,781 | ||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | (3,592) | $ | 695 | $ | (2,897) | ||||||||||||||
| Operating costs | $ | (568) | $ | (4) | $ | (572) | ||||||||||||||
| Depreciation and amortization | $ | (253) | $ | (1) | $ | (254) | ||||||||||||||
| Equity in net earnings from investments | $ | 76 | $ | — | $ | 76 | ||||||||||||||
| Investments in unconsolidated affiliates | $ | 1,937 | $ | 2 | $ | 1,939 | ||||||||||||||
| Total assets | $ | 44,336 | $ | 54 | $ | 44,390 | ||||||||||||||
| Capital expenditures | $ | 490 | $ | 22 | $ | 512 |
(a) - Substantially all of our revenues related to contracts with customers.
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Reconciliation of net income to total segment adjusted EBITDA | (Millions of dollars) | |||||||||||||
| Net income | $ | 691 | $ | 639 | ||||||||||
| Interest expense, net of capitalized interest | 442 | 300 | ||||||||||||
| Depreciation and amortization | 380 | 254 | ||||||||||||
| Income taxes | 197 | 208 | ||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 139 | 101 | ||||||||||||
| Equity in net earnings from investments | (108) | (76) | ||||||||||||
| Noncash compensation expense and other (a) | 34 | 15 | ||||||||||||
| Other corporate costs (a) | 34 | (1) | ||||||||||||
| Total segment adjusted EBITDA | $ | 1,809 | $ | 1,440 |
(a) - The three months ended March 31, 2025, included transaction costs related primarily to the EnLink Acquisition of $31 million included within other corporate costs and $11 million included within noncash compensation expense and other.
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