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Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
Three Months EndedNine Months Ended
September 30,September 30,
(Unaudited)2025202420252024
(Millions of dollars, except per share amounts)
Revenues
Commodity sales$7,416$4,083$21,054$12,005
Services and other1,2189403,5102,693
Total revenues (Note K)8,6345,02324,56414,698
Cost of sales and fuel (exclusive of items shown separately below)5,9623,02716,9778,815
Operations and maintenance6395121,9121,481
Depreciation and amortization3782741,126790
General taxes9970284239
Transaction costs (Note B)10107417
Other operating expense (income), net(12)2(18)(65)
Operating income1,5581,1284,2093,421
Equity in net earnings from investments (Note I)9292281256
Other income, net37177828
Interest expense (net of capitalized interest of $19, $19, $41 and $47, respectively)(450)(325)(1,330)(923)
Income before income taxes1,2379123,2382,782
Income taxes(297)(219)(754)(670)
Net income9406932,4842,112
Less: Net income attributable to noncontrolling interests1—68—
Net income attributable to ONEOK9396932,4162,112
Less: Preferred stock dividends—1—1
Net income available to common shareholders$939$692$2,416$2,111
Basic EPS (Note H)$1.49$1.18$3.88$3.61
Diluted EPS (Note H)$1.49$1.18$3.87$3.60
Average shares (millions)
Basic630.6584.8623.1584.5
Diluted631.5586.7624.1586.1

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months EndedNine Months Ended
September 30,September 30,
(Unaudited)2025202420252024
(Millions of dollars)
Net income$940$693$2,484$2,112
Other comprehensive income (loss), net of tax
Change in fair value of derivatives, net of tax of $(1), $(10), $(7) and $9, respectively33524(29)
Derivative amounts reclassified to net income, net of tax of $3, $(2), $(2) and $1, respectively(5)46(4)
Changes in benefit plan obligations and other, net of tax of $—, $—, $— and $—, respectively—11(2)
Total other comprehensive income (loss), net of tax(2)4031(35)
Comprehensive income9387332,5152,077
Less: Comprehensive income attributable to noncontrolling interests1—68—
Comprehensive income attributable to ONEOK$937$733$2,447$2,077

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
September 30,December 31,
(Unaudited)20252024
Assets(Millions of dollars)
Current assets
Cash and cash equivalents$1,199$733
Accounts receivable, net2,5802,326
Inventories871748
Other current assets535431
Total current assets5,1854,238
Property, plant and equipment
Property, plant and equipment54,45452,274
Accumulated depreciation and amortization7,2966,339
Net property, plant and equipment47,15845,935
Other assets
Investments in unconsolidated affiliates2,7732,316
Goodwill8,1088,091
Intangible assets, net2,9353,039
Other assets457450
Total other assets14,27313,896
Total assets$66,616$64,069
Liabilities and equity
Current liabilities
Current maturities of long-term debt (Note E)$1,741$1,059
Accounts payable2,5692,187
Commodity imbalances225260
Accrued interest450511
Other current liabilities750702
Total current liabilities5,7354,719
Long-term debt, excluding current maturities31,98631,018
Deferred credits and other liabilities
Deferred income taxes6,1125,451
Other deferred credits626748
Total deferred credits and other liabilities6,7386,199
Commitments and contingencies (Note J)
Equity (Note F)
Preferred Stock, $0.01 par value: authorized 20,000 shares; issued and outstanding 0 shares at September 30, 2025; issued and outstanding 20,000 shares at December 31, 2024——
Common stock, $0.01 par value: authorized 1,200,000,000 shares; issued 655,909,018 shares and outstanding 629,838,019 shares at September 30, 2025; issued 609,713,834 shares and outstanding 583,110,633 shares at December 31, 202476
Paid-in capital20,93416,354
Accumulated other comprehensive loss(65)(96)
Retained earnings2,0481,579
Treasury stock, at cost: 26,070,999 shares at September 30, 2025, and 26,603,201 shares at December 31, 2024(843)(807)
Total ONEOK shareholders' equity22,08117,036
Noncontrolling interests in consolidated subsidiaries765,097
Total equity22,15722,133
Total liabilities and equity$66,616$64,069

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
(Unaudited)20252024
(Millions of dollars)
Operating activities
Net income$2,484$2,112
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization1,126790
Equity in net earnings from investments (Note I)(281)(256)
Distributions received from unconsolidated affiliates293252
Deferred income taxes731570
Other, net4742
Changes in assets and liabilities:
Accounts receivable(253)461
Inventories, net of commodity imbalances(170)28
Accounts payable357(245)
Other assets and liabilities, net(281)(477)
Cash provided by operating activities4,0533,277
Investing activities
Capital expenditures (less allowance for equity funds used during construction)(2,182)(1,459)
Cash paid for acquisitions, net of cash received—(408)
Purchases of and contributions to unconsolidated affiliates(499)(102)
Other, net39137
Cash used in investing activities(2,642)(1,832)
Financing activities
Dividends paid(1,935)(1,734)
Issuance of long-term debt, net of discounts2,9896,982
Debt financing costs(31)(67)
Repurchase of common stock(30)—
Delaware Basin JV Acquisition (Note B)(550)—
Repayment of long-term debt (Note E)(1,285)(484)
Other, net(103)(16)
Cash provided by (used in) financing activities(945)4,681
Change in cash and cash equivalents4666,126
Cash and cash equivalents at beginning of period733338
Cash and cash equivalents at end of period$1,199$6,464

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
ONEOK Shareholders' Equity
(Unaudited)Preferred StockCommon StockPaid-in CapitalAOCL*Retained EarningsTreasury StockNoncontrolling InterestsTotal Equity
(Millions of dollars)
January 1, 2025$—$6$16,354$(96)$1,579$(807)$5,097$22,133
Net income————636—55691
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)—14,377———(4,378)—
Distributions to noncontrolling interests——————(25)(25)
Contributions from noncontrolling interests——————44
Other, net——11—(1)—313
March 31, 2025—720,721(123)1,569(810)75622,120
Net income————841—12853
Other comprehensive income———60———60
Common stock issued——8——8—16
Common stock dividends - $1.03 per share (Note F)————(644)——(644)
Delaware Basin JV Acquisition (Note B)——199———(678)(479)
Distributions to noncontrolling interests——————(20)(20)
Contributions from noncontrolling interests——————66
Other, net——(5)—(1)—(2)(8)
June 30, 2025—720,923(63)1,765(802)7421,904
Net income————939—1940
Other comprehensive loss———(2)———(2)
Common stock issued——2——4—6
Common stock dividends - $1.03 per share (Note F)————(656)——(656)
Repurchase of common stock—————(45)—(45)
Delaware Basin JV Acquisition (Note B)——(14)————(14)
Other, net——23———124
September 30, 2025$—$7$20,934$(65)$2,048$(843)$76$22,157

*Accumulated other comprehensive loss

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Continued)
(Unaudited)Preferred StockCommon StockPaid-in CapitalAOCL*Retained EarningsTreasury StockTotal 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)——146
Common stock dividends - $0.99 per share————(579)—(579)
Other, net——(9)—(1)—(10)
March 31, 2024—616,303(128)927(663)16,445
Net income————780—780
Other comprehensive income———20——20
Preferred Stock dividends - $13.75 per share———————
Common stock issued——18——1028
Common stock dividends - $0.99 per share————(580)—(580)
Other, net——17—(1)—16
June 30, 2024—616,338(108)1,126(653)16,709
Net income————693—693
Other comprehensive income———40——40
Preferred stock dividends - $13.75 per share————(1)—(1)
Common stock issued——7——310
Common stock dividends - $0.99 per share————(578)—(578)
Other, net——17—(3)—14
September 30, 2024$—$6$16,362$(68)$1,237$(650)$16,887

*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.

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, 2025, 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 each of our 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 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

BridgeTex Additional Interest Acquisition - On July 22, 2025, we completed the BridgeTex Additional Interest Acquisition. Pursuant to the purchase agreement, we paid approximately $270 million in cash, which we funded with short-term borrowings. Following the completion of the transaction, we now have a 60% ownership interest in BridgeTex. Our investment in BridgeTex will continue to be accounted for using the equity method as we continue to have the ability to exercise significant influence over the operating and financial policies of BridgeTex, although we do not have the ability to exercise control.

Delaware Basin JV Acquisition - On May 28, 2025, we completed the Delaware Basin JV Acquisition for $941 million. Pursuant to the purchase agreement, we paid $550 million in cash, including post-closing adjustments, which we funded with short-term borrowings and issued approximately 4.9 million shares of ONEOK common stock to the seller with a fair value of $391 million as of the closing date. Following the completion of the transaction, Delaware Basin JV is now a wholly owned subsidiary.

As we controlled the Delaware Basin JV at December 31, 2024, prior to the Delaware Basin JV Acquisition, the change in our ownership interest was accounted for as an equity transaction, and no gain or loss was recognized in our Consolidated Statement of Income from the acquisition. The Delaware Basin JV Acquisition was a taxable exchange. The transaction resulted in a decrease to the carrying value of noncontrolling interests in consolidated subsidiaries at the acquisition date of $678 million and an increase to paid-in capital of $185 million, including deferred tax assets.

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 interests in consolidated subsidiaries at the acquisition date was $4.4 billion. The difference between the equity consideration and the carrying value of the noncontrolling interests 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. The purchase price allocation is not yet complete as management continues to refine the preliminary valuation of certain working capital assets and liabilities. During the nine months ended September 30, 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. The purchase price allocation is not yet complete as management continues to refine the preliminary valuation of certain working capital assets and liabilities. During the nine months ended September 30, 2025, there were no material changes to the preliminary purchase price allocation disclosed in our Annual Report.

Transaction Costs - The nine months ended September 30, 2025, included $74 million of nonrecurring transaction costs, including $59 million related primarily to advisory fees and severance and $15 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:

September 30, 2025
Level 1Level 2Level 3Total - GrossNetting (a)Total - Net
(Millions of dollars)
Derivative assets
Commodity contracts$44$46$—$90$(73)$17
Total derivative assets$44$46$—$90$(73)$17
Derivative liabilities
Commodity contracts$(36)$(37)$—$(73)$73$—
Total derivative liabilities$(36)$(37)$—$(73)$73$—

(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 September 30, 2025, we held no cash and posted cash of $59 million with a counterparty, which is included in other current assets in our Consolidated Balance Sheets.

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

(a) - Derivative assets and liabilities are presented in our Consolidated Balance 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 $33.3 billion and $30.8 billion at September 30, 2025, and December 31, 2024, respectively. The book value of our consolidated long-term debt, including current maturities, was $33.7 billion and $32.1 billion at September 30, 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. 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 and second quarter of 2025, we entered into $300 million notional quantity and $700 million notional quantity, respectively, of Treasury locks to hedge the variability of interest payments on a portion of our forecasted debt issuances. In the third quarter of 2025, we settled all of the $1.0 billion notional quantity of Treasury locks in connection with our underwritten public offering of $3.0 billion senior unsecured notes in August 2025. All of our Treasury locks were designated as cash flow hedges.

At September 30, 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:

September 30, 2025December 31, 2024
Location in our Consolidated Balance SheetsAssets(Liabilities)Assets(Liabilities)
(Millions of dollars)
Derivatives designated as hedging instruments
Commodity contracts (a)(b)Other current assets/liabilities$73$(51)$39$(47)
Total derivatives designated as hedging instruments73(51)39(47)
Derivatives not designated as hedging instruments
Commodity contracts (a)(b)Other current assets/liabilities17(22)36(33)
Other deferred credits———(6)
Total derivatives not designated as hedging instruments17(22)36(39)
Total derivatives$90$(73)$75$(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 December 31, 2024, our derivative net liability positions under master-netting arrangements for financial commodity contracts were offset by cash collateral of $10 million.

Notional Quantities for Derivative Instruments - The following table sets forth the notional quantities for our derivative instruments, consisting of futures and swaps, held as of the dates indicated:

September 30, 2025December 31, 2024
Net Purchased/Payor (Sold/Receiver)
Derivatives designated as hedging instruments:
Cash flow hedges
Fixed price
- Natural gas (Bcf)(17.2)(12.2)
- NGLs, Refined Products and crude oil (MMBbl)(20.8)(12.2)
Basis
- Natural gas (Bcf)(10.0)(11.2)
Derivatives not designated as hedging instruments:
Fixed price
- Natural gas (Bcf)1.2(8.0)
- NGLs, Refined Products and crude oil (MMBbl)(1.3)(2.7)
Basis
- Natural gas (Bcf)4.6(3.7)
- NGLs, Refined Products and crude oil (MMBbl)(0.5)(0.2)
Swing Swaps
- Natural gas (Bcf)(0.7)(0.2)

Cash Flow Hedges - During the three and nine months ended September 30, 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 September 30, 2025, our current maturities of long-term debt consist of the following:

(Millions of dollars)
$600 at 5.85% due January 2026$600
$650 at 5.0% due March 2026650
$500 at 4.85% due July 2026491
Current maturities of long-term debt$1,741

Commercial Paper Program - At September 30, 2025, and December 31, 2024, we had no commercial paper outstanding.

In September 2025, we increased the size of our commercial paper program to $3.5 billion from $2.5 billion.

$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 an acquired business. In July 2025, we completed the BridgeTex Additional Interest Acquisition, 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 March 31, 2026, after which it will decrease to 5.0 to 1. As of September 30, 2025, we had no outstanding borrowings, our ratio of consolidated indebtedness to adjusted EBITDA was 4.2 to 1, and we were in compliance with all covenants under our $3.5 Billion Credit Agreement.

Debt Issuances - In August 2025, we completed an underwritten public offering of $3.0 billion senior unsecured notes consisting of $750 million, 4.95% senior notes due 2032; $1.0 billion, 5.4% senior notes due 2035; and $1.25 billion, 6.25% senior notes due 2055. The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $2.96 billion. The net proceeds from this offering were partially used to repay our commercial paper outstanding and repay in full at maturity our senior notes due September 2025. We expect to use the remaining net proceeds from the offering for general corporate purposes, including the repurchase or redemption of existing notes.

Debt Repayments - In the third quarter of 2025, we repurchased in the open market certain of our senior notes in the principal amount of $119 million for an aggregate repurchase price of $96 million, including accrued and unpaid interest, with cash on hand.

In September 2025, we repaid the remaining $387 million of our $400 million, 2.2% senior notes at maturity with cash on hand from our August 2025 public offering.

In June 2025, we repaid the remaining $422 million of our $750 million, 4.15% senior notes at maturity with short-term borrowings.

In the second quarter of 2025, we repurchased in the open market certain of our senior notes in the principal amount of $169 million for an aggregate repurchase price of $133 million, including accrued and unpaid interest, with short-term borrowings.

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 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 of September 30, 2025, noncontrolling interests in our Consolidated Balance Sheets related to Ascension and MBTC Pipeline. On February 4, 2025, we announced a definitive agreement to form the MBTC Pipeline joint venture, of which we own 80%. As a result of the Delaware Basin JV Acquisition and the EnLink Acquisition, these entities are now wholly owned subsidiaries and are no longer recorded as noncontrolling interests in our Consolidated Balance Sheet as of September 30, 2025.

Equity Issuances - On May 28, 2025, we completed the Delaware Basin JV Acquisition. Pursuant to the purchase agreement, we issued approximately 4.9 million shares of ONEOK common stock to the seller with a fair value of $391 million as of the closing date.

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 and nine months ended September 30, 2025, we repurchased $45 million and $62 million, respectively, 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. Dividends paid on our common stock in February, May and August 2025 were $1.03 per share. We declared a quarterly common stock dividend of $1.03 per share in October 2025. The quarterly common stock dividend will be paid on November 14, 2025, to shareholders of record at the close of business on November 3, 2025.

G. VARIABLE INTEREST ENTITIES

Consolidated Variable Interest Entities (VIEs) - As a result of the Delaware Basin JV Acquisition and the EnLink Acquisition, these respective entities are no longer considered VIEs.

As of September 30, 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 liquefied 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.

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.

As of September 30, 2025, the assets and liabilities of our consolidated VIEs were not material.

H. EARNINGS PER SHARE

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

Three Months Ended September 30, 2025
IncomeSharesPer Share Amount
(Millions, except per share amounts)
Basic EPS
Net income attributable to ONEOK available for common stock$939630.6$1.49
Diluted EPS
Effect of dilutive securities—0.9
Net income attributable to ONEOK available for common stock and common stock equivalents$939631.5$1.49
Three Months Ended September 30, 2024
IncomeSharesPer Share Amount
(Millions, except per share amounts)
Basic EPS
Net income available for common stock$692584.8$1.18
Diluted EPS
Effect of dilutive securities—1.9
Net income available for common stock and common stock equivalents$692586.7$1.18
Nine Months Ended September 30, 2025
IncomeSharesPer Share Amount
(Millions, except per share amounts)
Basic EPS
Net income attributable to ONEOK available for common stock$2,416623.1$3.88
Diluted EPS
Effect of dilutive securities—1.0
Net income attributable to ONEOK available for common stock and common stock equivalents$2,416624.1$3.87
Nine Months Ended September 30, 2024
IncomeSharesPer Share Amount
(Millions, except per share amounts)
Basic EPS
Net income available for common stock$2,111584.5$3.61
Diluted EPS
Effect of dilutive securities—1.6
Net income available for common stock and common stock equivalents$2,111586.1$3.60

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 September 30,Nine Months Ended September 30,
2025202420252024
(Millions of dollars)
Northern Border$28$25$76$72
Overland Pass22236861
Saddlehorn13133936
Roadrunner1093130
BridgeTex973125
Other10153632
Equity in net earnings from investments$92$92$281$256

On July 22, 2025, we completed the BridgeTex Additional Interest Acquisition. Pursuant to the purchase agreement, we paid approximately $270 million in cash, which we funded with short-term borrowings. Following the completion of the transaction, we now have a 60% ownership interest in BridgeTex. Our investment in BridgeTex will continue to be accounted for using the equity method as we continue to have the ability to exercise significant influence over the operating and financial policies of BridgeTex, although we do not have the ability to exercise control.

We incurred expenses in transactions with unconsolidated affiliates of $67 million and $54 million for the three months ended September 30, 2025 and 2024, respectively, and $218 million and $149 million for the nine months ended September 30, 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 related 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 September 30, 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 September 30, 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 one month to 20 years.

Expected Period of Recognition in Revenue(Millions of dollars)
Remainder of 2025$318
20261,232
20271,065
2028947
2029 and beyond3,442
Total$7,004

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 September 30, 2025Natural Gas Gathering and ProcessingNatural Gas LiquidsNatural Gas PipelinesRefined Products and CrudeTotal Segments
(Millions of dollars)
Liquids commodity sales$1,066$3,746$—$3,010$7,822
Residue natural gas sales468—296—764
Exchange services and natural gas gathering and processing revenue298111——409
Transportation and storage revenue—36154590780
Other revenue92—2940
Total revenues (a)1,8413,8954503,6299,815
Cost of sales and fuel (exclusive of depreciation and operating costs)(1,038)(2,977)(255)(2,873)(7,143)
Operating costs(244)(202)(59)(231)(736)
Adjusted EBITDA from unconsolidated affiliates1266340130
Noncash compensation expense and other6611730
Segment adjusted EBITDA$566$748$200$582$2,096
Depreciation and amortization$(126)$(116)$(25)$(108)$(375)
Equity in net earnings from investments$1$24$39$28$92
Capital expenditures$302$218$55$214$789

(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 $1.1 billion for the Natural Gas Gathering and Processing segment, $99 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 September 30, 2025Total SegmentsOther and EliminationsTotal
(Millions of dollars)
Reconciliations of total segments to consolidated
Liquids commodity sales$7,822$(1,157)$6,665
Residue natural gas sales764(13)751
Exchange services and natural gas gathering and processing revenue409(3)406
Transportation and storage revenue780(5)775
Other revenue40(3)37
Total revenues (a)$9,815$(1,181)$8,634
Cost of sales and fuel (exclusive of depreciation and operating costs)$(7,143)$1,181$(5,962)
Operating costs$(736)$(2)$(738)
Depreciation and amortization$(375)$(3)$(378)
Equity in net earnings from investments$92$—$92
Capital expenditures$789$15$804

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

Three Months Ended September 30, 2024Natural Gas Gathering and ProcessingNatural Gas LiquidsNatural Gas PipelinesRefined Products and CrudeTotal Segments
(Millions of dollars)
Liquids commodity sales$648$3,496$—$407$4,551
Residue natural gas sales219———219
Gathering, processing and exchange services revenue35129——164
Transportation and storage revenue—50171526747
Other revenue34—3037
Total revenues (a)9053,6791719635,718
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—264541112
Noncash compensation expense and other683623
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 September 30, 2024Total SegmentsOther and EliminationsTotal
(Millions of dollars)
Reconciliations of total segments to consolidated
Liquids commodity sales$4,551$(691)$3,860
Residue natural gas sales219—219
Gathering, processing and exchange services revenue164—164
Transportation and storage revenue747(4)743
Other revenue37—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 are related to contracts with customers.

Nine Months Ended September 30, 2025Natural Gas Gathering and ProcessingNatural Gas LiquidsNatural Gas PipelinesRefined Products and CrudeTotal Segments
(Millions of dollars)
Liquids commodity sales$3,393$11,598$—$7,227$22,218
Residue natural gas sales1,615—872—2,487
Exchange services and natural gas gathering and processing revenue852307——1,159
Transportation and storage revenue—1214471,6922,260
Other revenue268—86120
Total revenues (a)5,88612,0341,3199,00528,244
Cost of sales and fuel (exclusive of depreciation and operating costs)(3,576)(9,464)(735)(6,883)(20,658)
Operating costs(737)(615)(167)(672)(2,191)
Adjusted EBITDA from unconsolidated affiliates476179122381
Noncash compensation expense and other202543887
Segment adjusted EBITDA$1,597$2,056$600$1,610$5,863
Depreciation and amortization$(374)$(341)$(73)$(330)$(1,118)
Equity in net earnings from investments$3$69$116$93$281
Investments in unconsolidated affiliates$40$597$860$1,271$2,768
Total assets$16,266$20,047$4,610$24,225$65,148
Capital expenditures$884$524$169$539$2,116

(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly. Intersegment revenues totaled $3.4 billion for the Natural Gas Gathering and Processing segment, $239 million for the Natural Gas Liquids segment and were not material for the Refined Products and Crude and Natural Gas Pipelines segments.

Nine Months Ended September 30, 2025Total SegmentsOther and EliminationsTotal
(Millions of dollars)
Reconciliations of total segments to consolidated
Liquids commodity sales$22,218$(3,604)$18,614
Residue natural gas sales2,487(47)2,440
Exchange services and natural gas gathering and processing revenue1,159(3)1,156
Transportation and storage revenue2,260(15)2,245
Other revenue120(11)109
Total revenues (a)$28,244$(3,680)$24,564
Cost of sales and fuel (exclusive of depreciation and operating costs)$(20,658)$3,681$(16,977)
Operating costs$(2,191)$(5)$(2,196)
Depreciation and amortization$(1,118)$(8)$(1,126)
Equity in net earnings from investments$281$—$281
Investments in unconsolidated affiliates$2,768$5$2,773
Total assets$65,148$1,468$66,616
Capital expenditures$2,116$66$2,182

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

Nine Months Ended September 30, 2024Natural Gas Gathering and ProcessingNatural Gas LiquidsNatural Gas PipelinesRefined Products and CrudeTotal Segments
(Millions of dollars)
Liquids commodity sales$1,912$10,104$—$1,250$13,266
Residue natural gas sales732—28—760
Gathering, processing and exchange services revenue101390——491
Transportation and storage revenue—1414911,4902,122
Other revenue1610—81107
Total revenues (a)2,76110,6455192,82116,746
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 affiliates370133117323
Noncash compensation expense162662472
Other593—(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 September 30, 2024Total SegmentsOther and EliminationsTotal
(Millions of dollars)
Reconciliations of total segments to consolidated
Liquids commodity sales$13,266$(2,025)$11,241
Residue natural gas sales760—760
Gathering, processing and exchange services revenue491—491
Transportation and storage revenue2,122(16)2,106
Other revenue107(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 are related to contracts with customers.

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Reconciliation of net income to total segment adjusted EBITDA(Millions of dollars)
Net income$940$693$2,484$2,112
Interest expense, net of capitalized interest4503251,330923
Depreciation and amortization3782741,126790
Income taxes297219754670
Adjusted EBITDA from unconsolidated affiliates129112381323
Equity in net earnings from investments(92)(92)(281)(256)
Noncash compensation expense and other (a)17148148
Corporate other (a)(23)4(12)4
Total segment adjusted EBITDA$2,096$1,549$5,863$4,614

(a) - The three months ended September 30, 2025, included transaction costs related primarily to the EnLink Acquisition of $7 million included within corporate other and $3 million included within noncash compensation expense and other. The nine months ended September 30, 2025, included transaction costs related primarily to the EnLink Acquisition of $59 million included within corporate other and $15 million included within noncash compensation expense and other.

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