What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-02-23 · 34 added, 30 removed, 284 unchanged (18% of the section changed)

13 unchanged sentences

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Table of Cont ents

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

20 unchanged sentences

Information on security ownership of directors and officers is set forth in our 2022 definitive Proxy Statement and is incorporated herein by this reference.

Table of Cont ents

Equity Compensation Plan Information

32 unchanged sentences

Information concerning the principal accountant’s fees and services is set forth in our 2022 definitive Proxy Statement and is incorporated herein by this reference.

Table of Cont ents

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1) Financial Statements Page No.

(a) Report of Independent Registered Public Accounting Firm 57-59

(a) Report of Independent Registered Public Accounting Firm (PCAOB ID:

(b) Consolidated Statements of Income for the years ended

12 unchanged sentences

3.1 Amended and Restated Bylaws of ONEOK, Inc.

(incorporated by reference from Exhibit 3.1 to ONEOK, Inc.’s Current Report on Form 8-K filed September 20, 2018 (File No.

(incorporated by reference from Exhibit 3.1 to ONEOK, Inc.’s Current Report on Form 8-K filed February 2 8 , 2022 (File No.

4 Certificate of Designation for Convertible Preferred Stock of WAI, Inc.

5 unchanged sentences

4.3 Form of Common Stock Certificate (incorporated by reference from Exhibit 1 to ONEOK, Inc.’s Registration Statement on Form 8-A filed November 21, 1997 (File No.

Table of Cont ents

4.4 Indenture, dated September 24, 1998, between ONEOK, Inc.

3 unchanged sentences

1 to ONEOK, Inc.’s Registration Statement on Form S-3 filed December 28, 2001 (File No.

4.6 First Supplemental Indenture dated September 24, 1998, between ONEOK, Inc.

and Chase Bank of Texas, as trustee, with respect to the 6.50% Senior Insured Quarterly Notes due 2028 (incorporated by reference from Exhibit 5(a) to ONEOK, Inc.’s Current Report on Form 8-K/A filed October 2, 1998 (File No.

4.6 Second Supplemental Indenture dated September 25, 1998, between ONEOK, Inc.

14 unchanged sentences

and SunTrust Bank, as trustee, with respect to the 6.00% Senior Notes due 2035 (incorporated by reference from Exhibit 4.3 to ONEOK, Inc.’s Current Report on Form 8-K filed June 17, 2005 (File No.

4.16 Tenth Supplemental Indenture, dated September 12, 2013, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 3.200% Senior Notes due 2018 (incorporated by reference to Exhibit 4.2 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 12, 2013 (File No.

4.15 Eleventh Supplemental Indenture, dated September 12, 2013, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 5.000% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 12, 2013 (File No.

Table of Cont ents

4.16 Twelfth Supplemental Indenture, dated September 12, 2013, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.200% Senior Notes due 2043 (incorporated by reference to Exhibit 4.4 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 12, 2013 (File No.

5 unchanged sentences

4.21 Ninth Supplemental Indenture, dated September 13, 2012, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 3.375% Senior Notes due 2022 (incorporated by reference from Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed September 13, 2012 (File No.

4.24 Form of Class B unit certificate of ONEOK Partners, L.P.

(incorporated by reference to Exhibit 4.1 to Northern Border Partners, L.P.’s Current Report on Form 8-K filed April 12, 2006 (File No.

4.22 Seventh Supplemental Indenture, dated January 26, 2011, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.125% Senior Notes due 2041 (incorporated by reference from Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed January 26, 2011 (File No.

10 unchanged sentences

4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed July 2, 2018 (File No.

Table of Cont ents

4.28 Seventh Supplemental Indenture, dated as of July 2, 2018, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.

31 unchanged sentences

4.2 to ONEOK, Inc.’s Current Report on Form 8-K filed May 7, 2020 (File No.

Table of Cont ents

4.39 Eighteenth Supplemental Indenture, dated as of May 7, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.

1 unchanged sentence

4.3 to ONEOK, Inc.’s Current Report on Form 8-K filed May 7, 2020 (File No.

4.43 Description of securities

4.40 Description of securities (incorporated by reference from Exhibit 4.43 to ONEOK, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed February 23, 2021 (File No.

10 ONEOK, Inc.

18 unchanged sentences

Deferred Compensation Plan for Non-Employee Directors, as amended and restated, dated December 18, 2008 (incorporated by reference from Exhibit 10.9 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed February 25, 2009 (File No.

10.10 First Amendment to the Term Loan Agreement, dated as of April 18, 2017, among ONEOK Partners, L.P., Mizuho Bank, Ltd., as administrative agent and a lender, and the other lenders parties thereto (including the Amended and Restated Term Loan Agreement attached as an annex thereto) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by ONEOK Partners, L.P.

on April 19, 2017 (File No.

10.10 Guaranty Agreement, dated as of June 30, 2017, by and between ONEOK Partners, L.P.

1 unchanged sentence

and the other lenders parties thereto (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No.

Table of Cont ents

10.11 Extension Agreement, dated as of June 18, 2018, among ONEOK, Inc., Citibank, N.A., as administrative agent, a swingline lender, a letter of credit issuer and a lender, and the other lenders, swingline lenders and letter of credit issuers parties thereto (incorporated by reference from Exhibit No.

6 unchanged sentences

Officer Change in Control Severance Plan (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed July 22, 2011 (File No.

10.16 Guaranty Agreement, dated as of June 30, 2017, by ONEOK, Inc.

in favor of Mizuho Bank, Ltd., as administrative agent, under the Term Loan Agreement, dated as of January 8, 2016, as amended by the First Amendment to the Term Loan Agreement, dated as of April 18, 2017, by and among ONEOK Partners, L.P., Mizuho Bank, Ltd.

and the other lenders parties thereto (incorporated by reference from Exhibit 10.2 to ONEOK, Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No.

10.15 Form of 2018 Restricted Unit Stock Award Agreement dated February 21, 2018 (incorporated by reference to Exhibit 10.17 to ONEOK, Inc.’s Annual Report on Form 10-K filed on February 27, 2018 (File No.

10.16 Form of 2018 Performance Unit Award Agreement dated February 21, 2018 (incorporated by reference to Exhibit 10.18 to ONEOK, Inc.’s Annual Report on Form 10-K filed on February 27, 2018 (File No.

10.19 Form of 2017 Restricted Unit Stock Award Agreement dated February 22, 2017 (incorporated by reference to Exhibit 10.57 to ONEOK, Inc.’s Annual Report on Form 10-K filed on February 28, 2017 (File No.

10.20 Form of 2017 Performance Unit Award Agreement dated February 22, 2017 (incorporated by reference to Exhibit 10.58 to ONEOK, Inc.’s Annual Report on Form 10-K filed on February 28, 2017 (File No.

10.21 Term Loan Agreement, dated as of January 8, 2016, among ONEOK Partners, L.P., Mizuho Bank, Ltd., as administrative agent and a lender, and the other lenders parties thereto (incorporated by reference to Exhibit 10.1 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed on January 12, 2016 (File No.

10.22 Guaranty Agreement, dated as of January 8, 2016, by ONEOK Partners Intermediate Limited Partnership in favor of Mizuho Bank, Ltd., as administrative agent, under the above-referenced Term Loan Agreement (incorporated by reference to Exhibit 10.2 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed on January 12, 2016 (File No.

10.17 Form of 2022 Restricted Unit Stock Award Agreement dated February 23, 2022.

10.18 Form of 2022 Performance Unit Award Agreement dated February 23, 2022.

10.19 Term Loan Agreement, dated as of November 19, 2018, among ONEOK, Inc., Mizuho Bank, Ltd., as administrative agent and a lender, and the other lenders parties thereto (incorporated by reference from Exhibit No.

10 unchanged sentences

Equity Compensation Plan, as amended and restated, dated December 18, 2008 (incorporated by reference from Exhibit 10.44 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed February 25, 2009 (File No.

Table of Cont ents

10.24 Equity Distribution Agreement, dated July 23, 2020, among ONEOK, Inc., and Credit Suisse Securities (USA) LLC, BofA Securities, Inc., Goldman Sachs & Co.

8 unchanged sentences

10.28 Form of 2019 Performance Unit Award Agreement, dated February 20, 2019 (incorporated by reference to Exhibit 10.55 to ONEOK Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed February 26, 2019 (File No.

10.33 Form of 2021 Restricted Unit Award Agreement.

10.34 Form of 2021 Performance Unit Award Agreement.

10.29 Form of 2021 Restricted Unit Award Agreement (incorporated by reference from Exhibit 10.33 to ONEOK, Inc's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed February 23, 2021 (File No.

10.30 Form of 2021 Performance Unit Award Agreement (incorporated by reference from Exhibit 10.34 to ONEOK, Inc's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed February 23, 2021 (File No.

10.31 Form of 2020 Restricted Unit Award Agreement (incorporated by reference to Exhibit 10.35 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed February 25, 2020 (File No.

3 unchanged sentences

10.34 Form of First Amendment to 2019 Performance Unit Award Agreement (incorporated by reference to Exhibit 10.38 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed February 25, 2020 (File No.

10.39 Form of First Amendment to 2018 Performance Unit Award Agreement (incorporated by reference to Exhibit 10.

39 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed February 25, 2020 (File No.

10.35 Form of First Amendment to 2018 Performance Unit Award Agreement (incorporated by reference to Exhibit 10.39 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed February 25, 2020 (File No.

Table of Cont ents

10.36 ONEOK, Inc.

2020 Nonqualified Deferred Compensation Plan dated July 24, 2019 and effective as of January 1, 2020.

2020 Nonqualified Deferred Compensation Plan dated July 24, 2019 , and effective as of January 1, 2020 (incorporated by reference from Exhibit 10.40 to ONEOK, Inc ’ s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed February 23, 2021 (File No.

10.37 Form of ONEOK, Inc.

Equity Incentive Plan Restricted Unit Award Agreement (Make-Whole Award) between ONEOK, Inc.

and Pierce H.

Norton II (incorporated by reference to Exhibit 10.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed August 4, 2021 (File No.

21 Required information concerning the registrant’s subsidiaries.

1 unchanged sentence

23 Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP.

31.1 Certification of Terry K.

Spencer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.1 Certification of Pierce H.

Norton II pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Walter S.

Hulse III pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Terry K.

Spencer pursuant to 18 U.S.C.

32.1 Certification of Pierce H.

Norton II pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)).

18 unchanged sentences

FORM 10-K SUMMARY

Table of Cont ents

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 23, 2021 By:

March 1, 2022 By:

/s/ Walter S.

3 unchanged sentences

(Principal Financial Officer)

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 23rd day of February 2021.

Gibson /s/ Terry K.

Gibson Terry K.

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 1st day of March 2022.

Gibson /s/ Pierce H.

Gibson Pierce H.

Chairman of the Board President, Chief Executive Officer and

21 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures