1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report based on the evaluation of the controls and procedures required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act.
+Added: Our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) were effective as of the end of the period covered by this report.
+Added: T able of Contents
Management’s Report on Internal Control over Financial Reporting
−Removed: Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act.
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
2 unchanged sentences
Based on our evaluation under that framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
+Added: Our evaluation of the effectiveness of internal control over financial reporting excludes the Magellan Acquisition.
+Added: Our Consolidated Statement of Income for the year ended December 31, 2023, includes approximately 6% of total revenue and our Consolidated Balance Sheet as of December 31, 2023, includes approximately 32% of total assets attributable to Magellan that was excluded from management’s assessment of the effectiveness of internal controls over financial reporting.
+Added: In accordance with guidance issued by the SEC, companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year subsequent to the acquisition while integrating the acquired operations.
The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein (Item 8).
14 unchanged sentences
Information concerning the code of ethics, or code of business conduct, is set forth in our 2024 definitive Proxy Statement and is incorporated herein by this reference.
−Removed: Nominating Committee Procedures
−Removed: Information concerning the Nominating Committee procedures is set forth in our 2023 definitive Proxy Statement and is incorporated herein by this reference.
−Removed: Audit Committee
−Removed: Information concerning the Audit Committee is set forth in our 2023 definitive Proxy Statement and is incorporated herein by this reference.
−Removed: Audit Committee Financial Experts
−Removed: Information concerning the Audit Committee Financial Experts is set forth in our 2023 definitive Proxy Statement and is incorporated herein by this reference.
+Added: T able of Contents
+Added: Corporate Governance
+Added: Information concerning our corporate governance is set forth in our 2024 definitive Proxy Statement and is incorporated herein by this reference.
EXECUTIVE COMPENSATION
7 unchanged sentences
The following table sets forth certain information concerning our equity compensation plans as of December 31, 2023:
−Removed: Number of Securities
+Added: Plan Category Number of Securities
Upon Exercise of
3 unchanged sentences
Outstanding Options,
−Removed: Warrants and Rights Number of Securities
+Added: Warrants and Rights (3)
+Added: Number of Securities
Remaining Available For
1 unchanged sentence
Equity Compensation
−Removed: Plans (Excluding
−Removed: Securities in Column (a))
−Removed: Plan Category (a) (b) (3) (c)
Equity compensation plans
5 unchanged sentences
Total 4,797,551 $ 70.22 5,743,377
−Removed: (1) - Includes shares granted under our Employee Stock Purchase Plan, Employee Stock Award Program and restricted stock incentive unit awards and performance unit awards granted under our former Long-Term Incentive Plan, our former Equity Compensation Plan and our Equity Incentive Plan.
+Added: (1) - Includes shares granted under our Employee Stock Purchase Plan, Employee Stock Award Program and restricted stock incentive unit awards and performance unit awards granted under our former Long-Term Incentive Plan, our former Equity Compensation Plan, our Equity Incentive Plan and the assumed former Magellan Midstream Partners, L.P.
+Added: Long-Term Incentive Plan.
For a brief description of the material features of these plans, see Note K of the Notes to Consolidated Financial Statements in this Annual Report.
−Removed: Column (c) includes 459,886, 130,204 and 4,521,154 shares available for future issuance under our Employee Stock Purchase Plan, Employee Stock Award Program and Equity Incentive Plan, respectively.
(2) - Includes our NQDC Plan, Deferred Compensation Plan for Non-Employee Directors and our former Stock Compensation Plan for Non-Employee Directors.
3 unchanged sentences
The price used for these plans to calculate the weighted-average exercise price in the table is $70.22, which represents the 2023 year-end closing price of our common stock on the NYSE.
+Added: (4) - Includes 1,722,186, 130,204 and 3,881,987 shares available for future issuance under our Employee Stock Purchase Plan, Employee Stock Award Program and Equity Incentive Plan, respectively.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information on certain relationships and related transactions and director independence is set forth in our 2024 definitive Proxy Statement and is incorporated herein by this reference.
+Added: T able of Contents
PRINCIPAL ACCOUNTING FEES AND SERVICES
15 unchanged sentences
All schedules have been omitted because of the absence of conditions under which they are required.
+Added: 2.1 Agreement and Plan of Merger, dated as of May 14, 2023, by and among ONEOK, Inc., Otter Merger Sub, LLC and Magellan Midstream Partners, L.P.
+Added: (incorporated by reference from Exhibit 2.1 to ONEOK, Inc.’s Current Report on Form 8-K, filed May 15, 2023 (File No.
3.1 Amended and Restated Certificate of Incorporation of ONEOK, Inc., dated July 3, 2017, as amended (incorporated by reference from Exhibit 3.2 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed November 1, 2017 (File No.
6 unchanged sentences
3.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed August 1, 2012 (File No.
+Added: T able of Contents
4.1 Fifth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and The Bank of New York Mellon Trust, as trustee (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No.
+Added: 4.2 Sixth Supplemental Indenture, dated as of September 25, 2023, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.
+Added: and The Bank of New York Mellon Trust, as trustee (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K filed September 25, 2023 (File No.
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.
6 unchanged sentences
Bank National Association, as trustee (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No.
−Removed: 4.7 Thirteenth Supplemental Indenture, dated March 20, 2015, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 3.80% Senior Notes due 2020 (incorporated by reference to Exhibit 4.2 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed on March 20, 2015 (File No.
4.7 Fourteenth Supplemental Indenture, dated March 20, 2015, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 4.90% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed on March 20, 2015 (File No.
4 unchanged sentences
4.10 Fifteenth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK Partners, L.P., ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee (incorporated by reference from Exhibit 4.1 to ONEOK, Partners, L.P.’s Current Report on Form 8-K filed July 3, 2017 (File No.
+Added: 4.12 Sixteenth Supplemental Indenture, dated as of September 25, 2023, among ONEOK Partners, L.P., ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.
+Added: and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.4 to ONEOK Inc.’s Current Report on Form 8-K, filed September 25, 2023 (File No.
4.13 Certificate of Designation, Preferences and Rights of Series E Non-Voting Perpetual Preferred Stock of ONEOK, Inc.
1 unchanged sentence
3.1 to ONEOK, Inc.’s Current Report on Form 8-K filed April 20, 2017 (File No.
+Added: T able of Contents
4.14 Third Supplemental Indenture, dated June 17, 2005, between ONEOK, Inc.
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.
+Added: 4.15 Fifth Supplemental Indenture, dated as of September 25, 2023, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K filed September 25, 2023 (File No.
4.16 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.
12 unchanged sentences
Bank National Association, as trustee, with respect to the 7.50% Notes due 2023 (incorporated by reference to Exhibit 4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed August 21, 2015 (File No.
+Added: T able of Contents
4.26 Fourth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.
30 unchanged sentences
4.3 to ONEOK, Inc.’s Current Report on Form 8-K filed March 20, 2020 (File No.
+Added: T able of Contents
4.37 Sixteenth Supplemental Indenture, dated as of May 7, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.
11 unchanged sentences
4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed November 18, 2022 (File No.
+Added: 4.41 Twentieth Supplemental Indenture, dated as of August 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.
+Added: Bank National Association, as trustee, with respect to the 5.550% Senior Notes due 2026 (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K, filed August 25, 2023 (File No.
+Added: 4.42 Twenty-First Supplemental Indenture, dated as of August 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.
+Added: Bank National Association, as trustee, with respect to the 5.650% Senior Notes due 2028 (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K, filed August 25, 2023 (File No.
+Added: 4.43 Twenty-Second Supplemental Indenture, dated as of August 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.
+Added: Bank National Association, as trustee, with respect to the 5.800% Senior Notes due 2030 (incorporated by reference from Exhibit 4.3 to ONEOK Inc.’s Current Report on Form 8-K, filed August 25, 2023 (File No.
+Added: 4.44 Twenty-Third Supplemental Indenture, dated as of August 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.
+Added: Bank National Association, as trustee, with respect to the 6.050% Senior Notes due 2033 (incorporated by reference from Exhibit 4.4 to ONEOK Inc.’s Current Report on Form 8-K, filed August 25, 2023 (File No.
+Added: 4.45 Twenty-Fourth Supplemental Indenture, dated as of August 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.
+Added: Bank National Association, as trustee, with respect to the 6.625% Senior Notes due 2053 (incorporated by reference from Exhibit 4.5 to ONEOK Inc.’s Current Report on Form 8-K, filed August 25, 2023 (File No.
+Added: 4.46 Twenty-Fifth Supplemental Indenture, dated as of September 25, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.
+Added: Bank National Association, as trustee (incorporated by reference from Exhibit 4.3 to ONEOK Inc.’s Current Report on Form 8-K, filed September 25, 2023 (File No.
+Added: T able of Contents
+Added: 4.47 Indenture dated as of April 19, 2007 between Magellan Midstream Partners, L.P.
+Added: Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to Magellan Midstream Partners, L.P.’s Form 8-K, filed April 20, 2007 (File No.
+Added: 4.48 First Supplemental Indenture dated as of April 19, 2007 between Magellan Midstream Partners, L.P.
+Added: Bank National Association, as trustee, with respect to the 6.400% Senior Notes due 2037 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Form 8-K, filed April 20, 2007 (File No.
+Added: 4.49 Second Supplemental Indenture, dated as of September 25, 2023, among Magellan Midstream Partners, L.P., ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.5 to ONEOK Inc.’s Current Report on Form 8-K, filed September 25, 2023 (File No.
+Added: 4.50 Indenture dated as of August 11, 2010 between Magellan Midstream Partners, L.P.
+Added: Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to Midstream Partners, L.P.’s Form 8-K, filed August 16, 2010 (File No.
+Added: 4.51 Second Supplemental Indenture, dated as of November 9, 2012, between ONEOK, Inc.
+Added: (successor in interest to Magellan Midstream Partners, L.P.), and U.S.
+Added: Bank National Association, as trustee, with respect to the 4.200% Senior Notes due 2042 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed November 9, 2012 (File No.
+Added: 4.52 Third Supplemental Indenture, dated as of October 10, 2013, between ONEOK, Inc.
+Added: (successor in interest to Magellan Midstream Partners, L.P.), and U.S.
+Added: Bank National Association, as trustee, with respect to the 5.15% Senior Notes due 2043 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed October 10, 2013 (File No.
+Added: 4.53 Fourth Supplemental Indenture, dated as of March 4, 2015, between ONEOK, Inc.
+Added: (successor in interest to Magellan Midstream Partners, L.P.), and U.S.
+Added: Bank National Association, as trustee, with respect to the 3.20% Senior Notes due 2025 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed March 4, 2015 (File No.
+Added: 4.54 Fifth Supplemental Indenture, dated as of March 4, 2015, between ONEOK, Inc.
+Added: (successor in interest to Magellan Midstream Partners, L.P.), and U.S.
+Added: Bank National Association, as trustee, with respect to the 4.20% Senior Notes due 2045 (incorporated by reference from Exhibit 4.3 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed March 4, 2015 (File No.
+Added: 4.57 Sixth Supplemental Indenture, dated as of February 29, 2016, between ONEOK, Inc.
+Added: (successor in interest to Magellan Midstream Partners, L.P.), and U.S.
+Added: Bank National Association, as trustee, with respect to the 5.00% Senior Notes due 2026 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed February 29, 2016 (File No.
+Added: 4.58 Seventh Supplemental Indenture, dated as of September 13, 2016, between ONEOK, Inc.
+Added: (successor in interest to Magellan Midstream Partners, L.P.), and U.S.
+Added: Bank National Association, as trustee, with respect to the 4.25% Senior Notes due 2046 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed September 13, 2016 (File No.
+Added: 4.59 Eighth Supplemental Indenture, dated as of October 3, 2017, between ONEOK, Inc.
+Added: (successor in interest to Magellan Midstream Partners, L.P.), and U.S.
+Added: Bank National Association, as trustee, with respect to the 4.200% Senior Notes due 2047 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed October 3, 2017 (File No.
+Added: T able of Contents
+Added: 4.60 Ninth Supplemental Indenture, dated as of January 18, 2019, between ONEOK, Inc.
+Added: (successor in interest to Magellan Midstream Partners, L.P.), and U.S.
+Added: Bank National Association, as trustee, with respect to the 4.850% Senior Notes due 2049 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed January 18, 2019 (File No.
+Added: 4.61 Tenth Supplemental Indenture, dated as of August 19, 2019, between ONEOK, Inc.
+Added: (successor in interest to Magellan Midstream Partners, L.P.), and U.S.
+Added: Bank National Association, as trustee, with respect to the 3.950% Senior Notes due 2050 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed August 19, 2019 (File No.
+Added: 4.62 Eleventh Supplemental Indenture, dated as of May 20, 2020, between ONEOK, Inc.
+Added: (successor in interest to Magellan Midstream Partners, L.P.), and U.S.
+Added: Bank National Association, as trustee, with respect to the 3.250% Senior Notes due 2030 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed May 20, 2020 (File No.
+Added: 4.63 Twelfth Supplemental Indenture, dated as of September 25, 2023, among Magellan Midstream Partners, L.P., ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.6 to ONEOK Inc.’s Current Report on Form 8-K, filed September 25, 2023 (File No.
+Added: 4.64 Third Supplemental Indenture, dated as of December 13, 2023, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K filed December 14, 2023 (File No.
+Added: 4.65 Thirteenth Supplemental Indenture, dated as of December 13, 2023, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.
+Added: Bank Trust Company, National Association, as trustee, (incorporated by reference from Exhibit 4.
+Added: 2 to ONEOK Inc.’s Current Report on Form 8-K filed December 14, 2023 (File No.
4.66 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.
8 unchanged sentences
10.4 Credit Agreement, dated as of April 18, 2017, 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 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed April 19, 2017 (File No.
+Added: T able of Contents
10.5 Form of Indemnification Agreement between ONEOK, Inc.
20 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.
−Removed: 10.15 Form of 2023 Restricted Unit Stock Award Agreement dated February 22, 2023.
−Removed: 10.16 Form of 2023 Performance Unit Award Agreement dated February 22, 2023.
+Added: 10.15 Form of 2023 Restricted Unit Stock Award Agreement dated February 22, 2023 (incorporated by reference from Exhibit 10.15 to ONEOK, Inc.’s Annual Report on Form 10-K, filed February 28, 2023 (File No.
+Added: 10.16 Form of 2023 Performance Unit Award Agreement dated February 22, 2023 (incorporated by reference from Exhibit 10.16 to ONEOK, Inc.’s Annual Report on Form 10-K, filed February 28, 2023 (File No.
10.17 Form of 2022 Restricted Unit Award Agreement (incorporated by reference from Exhibit 10.17 to ONEOK, Inc.’s Annual Report on Form 10-K, filed March 1, 2022 (File No.
+Added: T able of Contents
10.18 Form of 2022 Performance Unit Award Agreement (incorporated by reference from Exhibit 10.18 to ONEOK, Inc.’s Annual Report on Form 10-K, filed March 1, 2022 (File No.
−Removed: 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.
−Removed: 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed November 21, 2018 (File No.
−Removed: 10.20 Guaranty Agreement, dated as of November 19, 2018, by ONEOK Partners Intermediate Limited Partnership and ONEOK Partners, L.P.
−Removed: in favor of Mizuho Bank, Ltd., as administrative agent, under the above-referenced Term Loan Agreement (incorporated by reference from Exhibit No.
−Removed: 10.2 to ONEOK, Inc.’s Current Report on Form 8-K filed November 21, 2018 (File No.
10.19 ONEOK, Inc.
5 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.
−Removed: 10.24 Equity Distribution Agreement, dated July 23, 2020, among ONEOK, Inc., and Credit Suisse Securities (USA) LLC, BofA Securities, Inc., Goldman Sachs & Co.
−Removed: LLC, Mizuho Securities USA LLC, Morgan Stanley & Co.
−Removed: LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc.
−Removed: and TD Securities (USA) LLC as sales agents, principals and/or forward sellers, and Credit Suisse Capital LLC, Bank of America, N.A., Goldman Sachs & Co.
−Removed: LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co.
−Removed: LLC, Royal Bank of Canada, The Bank of Nova Scotia and The Toronto-Dominion Bank as forward purchasers (incorporated by reference from Exhibit 1.1 to ONEOK, Inc.’s Current Report on Form 8-K with a filing date of July 24, 2020 (File No.
−Removed: 10.25 Form of Master Forward Confirmation (incorporated by reference from Exhibit 1.2 to ONEOK Inc.’s Current Report on Form 8-K with a filing date of July 24, 2020 (File No.
+Added: 10.22 Equity Distribution Agreement, dated August 3, 2023 , among ONEOK, Inc., and BofA Securities, Inc., as sales agent , principals and/or forward sellers, as forward purchasers (incorporated by reference from Exhibit 1.1 to ONEOK, Inc.’s Current Report on Form 8-K with a fil ed August 3, 2023 (File No.
10.23 Second Amendment to Credit Agreement, dated as of June 26, 2020, 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 10.1 to ONEOK, Inc.’s Current Report on Form 8-K, filed June 30, 2020 (File No.
−Removed: 10.27 Form of 2019 Restricted Unit Award Agreement, dated February 20, 2019 (incorporated by reference to Exhibit 10.54 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed February 26, 2019 (File No.
−Removed: 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.
−Removed: 10.29 Form of 2021 Restricted Unit Award Agreement (incorporated by reference from Exhibit 10.33 to ONEOK, Inc .
−Removed: 's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed February 23, 2021 (File No.
+Added: 10.24 Form of 2024 Restricted Unit Award Agreement, dated February 27 , 2024.
+Added: 10.25 Form of 2024 Performance Unit Award Agreement, dated February 27 , 2024.
+Added: 10.26 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.
10.27 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.
2 unchanged sentences
10.30 ONEOK, Inc.
−Removed: Employee Stock Purchase Plan as amended and restated effective May 23, 2012 (incorporated by reference to Exhibit 10.2 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed August 1, 2012 (File No.
−Removed: 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.
+Added: Employee Stock Purchase Plan as amended and restated effective May 2 4 , 20 23 (incorporated by reference to Exhibit 99.1 to ONEOK, Inc.’s Registration Statement on Form S-8, filed November 9, 2023 (File No.
10.31 ONEOK, Inc.
−Removed: 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 .
−Removed: ’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed February 23, 2021 (File No.
+Added: 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.
10.32 Form of ONEOK, Inc.
2 unchanged sentences
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.
+Added: T able of Contents
10.33 Form of ONEOK, Inc.
1 unchanged sentence
10.34 Restricted Unit Award Agreement between ONEOK, Inc.
−Removed: and Pamela Amburgy (incorporated by reference to Exhibit 10.
−Removed: 2 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 2, 2022 ( File No.
+Added: and Pamela Amburgy (incorporated by reference to Exhibit 10.2 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 2, 2022 (File No.
10.35 Restricted Unit Award Agreement between ONEOK, Inc.
−Removed: and Janet Hogan (incorporated by reference to Exhibit 10.
−Removed: 3 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 2, 2022 ( File No.
+Added: and Janet Hogan (incorporated by reference to Exhibit 10.3 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 2, 2022 (File No.
10.36 Restricted Unit Award Agreement between ONEOK, Inc.
−Removed: and Darren Wallis (incorporated by reference to Exhibit 10.
−Removed: 4 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 2, 2022 ( File No.
+Added: and Darren Wallis (incorporated by reference to Exhibit 10.4 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 2, 2022 (File No.
10.37 Amended and Restated Credit Agreement, dated June 10, 2022, by and among ONEOK, Inc., as borrower, Citibank, N.A., as administrative agent, a swing line lender, a letter of credit issuer and a lender, and the other lenders, swing line lenders and letter of credit issuers parties thereto (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K, filed June 13, 2022 (File No.
2 unchanged sentences
(incorporated by reference from Exhibit 10.2 to ONEOK, Inc.’s Current Report on Form 8-K, filed June 13, 2022 (File No.
−Removed: 10.43 Sworn Statement in Proof of Loss and Full and Final Settlement, Release, and Indemnity Agreement, dated January 9, 2023, among ONEOK, Inc., Bison Prairie Assurance, L.L.C., certain North American, British, and/or Continental European insurers who are parties thereto and certain North American, British, and/or Continental European reinsurers who are parties thereto (incorporated by reference from Exhibit 10.1 to ONEOK , Inc.’s Current Report on Form 8-K, filed January 10, 2023 (File No.
+Added: 10.39 Guaranty Agreement, dated September 25, 2023, by and between Magellan Midstream Partners, L.P., in favor of Citibank, N.A., as administrative agent, under the Credit Agreement, dated as of June 10, 2022, by and among ONEOK, Inc., Citibank, N.A.
+Added: and the other lenders (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K, filed September 25, 2023 (File No.
+Added: 10.40 First Amendment to Amended and Restated Credit Agreement dated as of May 26, 2023 by and among ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership and ONEOK Partners, L.P., the lenders party thereto and Citibank, N.A., as administrative agent, swing line lender and L/C Issuer (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K, filed May 26, 2023 (File No.
+Added: 10.41 ONEOK, Inc.
+Added: Long-Term Incentive Plain, as amended and restated, dated January 26, 2021 (f/k/a the Magellan Midstream Partners, L.P., Long -Term Incentive Plan) (incorporated by reference to Magell an Midstream Partners, L.P.
+Added: ’ s Exhibit 10 (a) to Form 10-K filed April 29, 2021) (File No.
+Added: 10.42 Amendment N o.
+Added: 1 dated April 1, 2021 to ONEOK, Inc.
+Added: Long-Term Incentive Plan (f/k/a the Magellan Midstream Partners, L.P.
+Added: Long-Term Incentive Plan) (inco r porated by reference to Exhibit 10.2 to Magellan Midstream Partners, L.P.
+Added: ’ s Form 10-Q filed April 29, 2021) (File No.
21 Required information concerning the registrant’s subsidiaries.
3 unchanged sentences
Norton II pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: T able of Contents
31.2 Certification of Walter S.
6 unchanged sentences
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)).
+Added: 97 Compensation Recoupment Policy of ONEOK, Inc .
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
7 unchanged sentences
(i) Document and Entity Information;
−Removed: (ii) Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020;
−Removed: (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020;
+Added: (ii) Consolidated Statements of Income for the years ended December 31, 2023, 2022, and 2021 (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021;
(iv) Consolidated Balance Sheets at December 31, 2023 and 2022;
(v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021;
−Removed: (vi) Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021 and 2020;
−Removed: and (vii) Notes to Consolidated Financial Statements.
+Added: (vi) Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022, and 2021 and (vii) Notes to Consolidated Financial Statements.
FORM 10-K SUMMARY
+Added: T able of Contents
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.
13 unchanged sentences
Chief Financial Officer, Treasurer and Senior Vice President and Chief
−Removed: Executive Vice President, Investor Accounting Officer, Finance and
−Removed: Relations and Corporate Development Tax
−Removed: Derksen /s/ Pattye L.
−Removed: Derksen Pattye L.
+Added: Executive Vice President, Investor Accounting Officer, Finance and Tax
+Added: Relations and Corporate Development
+Added: Derksen /s/ Jim W.
+Added: Derksen Jim W.
Director Director
+Added: /s/ Pattye L.
+Added: Director Director
Helderman /s/ Eduardo A.
6 unchanged sentences
/s/ Steven J.
+Added: Malcolm Wayne T.
+Added: Director Director
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.