What changed in this filing

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Item 1A. Risk Factors

2025-02-25 compared with 2024-02-27 · 103 added, 87 removed, 365 unchanged (34% of the section changed)

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Our ability to maintain or expand our businesses depends largely on the level of drilling and production by third parties in the regions in which we operate.

Our natural gas and NGL supply volumes may be impacted if producers curtail or redirect drilling and production activities.

Our natural gas, NGL and crude supply volumes may be impacted if producers curtail or redirect drilling and production activities.

Drilling and production are impacted by factors beyond our control, including:

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• crude oil and associated natural gas field characteristics and production performance;

• regulatory compliance;

• regulatory compliance and environmental or other governmental regulations;

• reserve performance;

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Volatility in commodity prices may have an impact on many of our suppliers and customers, which, in turn, could have a negative impact on their ability to meet their obligations to us.

Periods of severe volatility in equity and credit markets may disrupt our access to such markets, make it difficult to obtain financing necessary to expand facilities or acquire assets, increase financing costs and result in the imposition of restrictive financial covenants.

Also, economic conditions in the wake of the pandemic have included increasing inflation.

Inflationary pressures have resulted in, and may continue to result in, additional increases to the cost of our materials, services and personnel, which could increase our capital expenditures and operating costs.

Sustained levels of high inflation have caused the Federal Reserve System and other central banks to increase interest rates, which may cause the cost of capital to increase and depress economic growth, either of which, or the combination of both, could affect adversely our business, results of operations, financial position and cash flows.

Periods of severe volatility in equity and credit

markets may disrupt our access to such markets, make it difficult to obtain financing necessary to expand facilities or acquire assets, increase financing costs and result in the imposition of restrictive financial covenants.

Also, economic conditions following the COVID-19 pandemic included increased inflation.

While inflation has declined since the second half of 2022, inflationary pressures have resulted in, and may continue to result in, additional increases to the cost of our materials, services and personnel, which could increase our capital expenditures and operating costs.

Sustained levels of high inflation caused the Federal Reserve System and other central banks to increase interest rates, which may cause the cost of capital to increase and depress economic growth, either of which, or the combination of both, could affect adversely our business, results of operations, financial position and cash flows.

The volatility of natural gas, NGL, Refined Products and crude oil prices could affect adversely our earnings and cash flows.

Lower commodity prices could reduce crude oil, natural gas and NGL production, which could decrease the demand for our services.

Additionally, a significant portion of our revenues are derived from the sale of commodities that are received or purchased in conjunction with our gathering, processing, fractionation, transportation and storage services.

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prices decline, we could be paid less for our commodities thereby reducing our cash flows.

Additionally, a portion of our revenues are derived from the sale of commodities that are received or purchased in conjunction with our gathering, processing, fractionation, transportation and storage services.

As commodity prices decline, we could be paid less for our commodities thereby reducing our cash flows.

Historically, commodity prices have been volatile and can change quickly.

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Reduced volatility in energy prices or new government regulations could discourage our storage customers from holding positions in Refined Products, crude oil and natural gas, which could adversely affect our business.

The demand for the storage services has resulted in part from customers’ desire to have the ability to take advantage of profit opportunities created by the volatility in prices of Refined Products, crude oil and natural gas.

The demand for our storage services has resulted in part from customers’ desire to have the ability to take advantage of profit opportunities created by the volatility in prices of Refined Products, crude oil and natural gas.

Periods of prolonged stability or declines in these commodity prices could reduce demand for our storage services.

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The realization of any of these risks could adversely affect our business.

We depend on producers, gathering systems, refineries and pipelines owned and operated by others to supply our assets, and any closures, interruptions or reduced activity levels at these facilities may adversely affect our business.

We depend on crude oil production and on connections with gathering systems, refineries and pipelines owned and operated by third parties to supply our assets.

We cannot control or predict the amount of product that will be delivered to us by the gathering systems and pipelines that supply our assets, nor can we control or predict the output of refineries that supply our Refined Products pipelines and terminals.

Changes in the quality or quantity of this crude oil production, outages at these refineries or reduced or interrupted throughput on gathering systems or pipelines due to weather-related or other natural causes, competitive forces, testing, line repair, damage, reduced operating pressures or other causes could reduce shipments on our pipelines or result in our being unable to receive products at or deliver products from our terminals, any of which could adversely affect our business.

Refineries that supply or are supplied by our facilities are subject to regulatory developments, including but not limited to low carbon fuel standards, regulations regarding fuel specifications, plant emissions and safety and security requirements that could significantly increase the cost of their operations and reduce their operating margins.

In addition, the profitability of the refineries that supply our facilities is subject to regional and global supply and demand dynamics that are difficult to predict.

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A period of sustained weak demand or increased costs could make refining uneconomic for some refineries, including those directly or indirectly connected to our Refined Products and crude oil pipelines.

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Increasing attention to ESG issues, including climate change, may impact our business.

There are increasing expectations that companies across all industries address ESG issues, including climate change.

There are expectations that companies across all industries address ESG issues, including climate change.

Changes in regulatory policies, public sentiment or widespread adoption of technologies that aim to address climate change through reducing GHG emissions may result in a reduction in the demand for hydrocarbon products, restrictions on their use or increased use of alternative energy sources.

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In addition, increasing attention to climate change has resulted in an increased likelihood of governmental investigations, regulation, shareholder activism and private litigation, which could increase our costs or otherwise affect adversely our business.

For example, the SEC has announced its plans to propose new climate change disclosure requirements.

While the form those requirements may take are not final, we may face increased costs associated with complying with any new climate disclosure rules.

For example, the SEC finalized new climate change disclosure requirements in March 2024 but stayed the rules in April 2024 pending judicial review of several lawsuits filed by states, industry and environmental groups challenging the rule.

It is unclear when the rules will become effective, if at all.

If these or any other climate disclosure requirements become effective, we may face increased costs associated with complying with such new climate disclosure rules.

Certain investors are increasingly focused on ESG issues, including climate change.

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In 2021, we announced a companywide absolute GHG emissions reduction target of 2.2 million metric tons of carbon dioxide equivalents from our combined Scope 1 and Scope 2 emissions by 2030 for our legacy ONEOK assets.

The target represents a 30% reduction in combined operational Scope 1 and location-based Scope 2 GHG emissions attributable to ONEOK assets as of December 31, 2019.

The target represents a 30% reduction in combined operational Scope 1 and location-based Scope 2 GHG emissions attributable to ONEOK assets as of Dec.

To the extent that the potential pathways we have identified to achieve this emissions reduction target are not available to us, or to the extent we otherwise are unable to make progress toward other ESG-related targets we may establish, we may face additional costs to meet these targets, or we may fail to meet them, which could negatively impact our business and reputation.

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We may not be able to pass on the higher costs to our customers or recover all costs related to mitigating these physical risks.

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Our operations are subject to operational hazards and unforeseen interruptions, which could affect adversely our business and for which we may not be adequately insured.

Our operations are subject to all the risks and hazards typically associated with the operation of gathering, transportation and distribution pipelines, storage facilities and processing and fractionation facilities, which include, but are not limited to, leaks, pipeline ruptures, damage by third parties, the breakdown or failure of equipment or processes and the performance of facilities below expected levels of capacity and efficiency.

Other operational hazards and unforeseen interruptions include adverse weather conditions (including extreme cold weather), infectious disease including a pandemic (such as COVID-19), cybersecurity attacks, geopolitical reactions, accidents, explosions, fires, the collision of equipment with our pipeline facilities (for example, this may occur if a third party were to perform excavation or construction work near our facilities) and catastrophic events such as tornados, hurricanes, earthquakes, floods and other similar events beyond our control.

Other operational hazards and unforeseen interruptions include adverse weather conditions (including extreme cold weather), public health crises including a pandemic (such as COVID-19), cybersecurity attacks, geopolitical events, accidents, explosions, fires, the collision of equipment with our pipeline facilities (for example, this may occur if a third party were to perform excavation or construction work near our facilities) and catastrophic events such as tornados, hurricanes, earthquakes, floods and other similar events beyond our control.

Similar operational hazards and unforeseen interruptions may also impact our producers or suppliers;

for example, extreme cold weather can result in supply reductions from producer wellhead freeze-offs, as well as power curtailments or outages.

Further, the United States government warned that energy assets, specifically the nation’s pipeline infrastructure, may be targets of terrorist attacks.

An act of terrorism could target our facilities, those of our suppliers or customers or those of other pipelines.

A casualty occurrence may result in injury or loss of life, extensive property damage or environmental damage.

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If we were to incur a significant liability for which we were not fully insured, it could affect adversely our business, results of operations, financial position and cash flows.

Further, the proceeds of any such insurance may not be paid in a timely manner.

Further, the proceeds of any such insurance may not be paid in a timely manner or reach the level of coverage purchased.

Continued development of supply sources outside of our operating regions could impact demand for our services.

Production areas outside of our operating regions may compete with natural gas, NGL and crude oil supply originating in production areas connected to our systems, which may cause products in supply areas connected to our systems to be diverted to markets other than our traditional market areas and may affect capacity utilization adversely on our pipeline systems and our ability to renew or replace existing contracts.

Production areas outside of our operating regions may compete with natural gas, NGL, Refined Products and crude oil supply originating in production areas connected to our systems, which may cause products in supply areas connected to our systems to be diverted to markets other than our traditional market areas and may affect capacity utilization adversely on our pipeline systems and our ability to renew or replace existing contracts.

We do not hedge fully against commodity price risk or interest rate risk, including commodity price changes, seasonal price differentials, product price differentials or location price differentials.

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Finally, hedging arrangements for forecasted sales and purchases are used to reduce our exposure to commodity price fluctuations and may limit the benefit we would otherwise receive if market prices for natural gas, NGLs, Refined Products and crude oil differ from the stated price in the hedge instrument for these commodities.

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A breach of information security, including a cybersecurity attack, or failure of one or more key information technology or operational systems, or those of third parties, may affect adversely our operations, financial results or reputation.

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A significant failure, compromise, breach or interruption in our systems, or those of our vendors or counterparties, could result in a disruption of our operations, physical or environmental damages, customer dissatisfaction, damage to our reputation and a loss of customers or revenues.

If any such failure, interruption or similar event results in the improper disclosure of information maintained in our information systems and networks or those of our vendors and counterparties, including personnel, customer, vendor and counterparty information, we could also be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and privacy.

If any such failure, interruption or similar event results in the improper disclosure of information maintained in our information systems and networks or those of our vendors and counterparties, including personnel, customer, vendor and counterparty information, we could also be subject to liability under relevant contractual obligations, laws and regulations protecting personal data and privacy.

Efforts by us and our vendors and counterparties to develop, implement and maintain security measures may not be successful in anticipating, detecting or preventing these events from occurring, due in part to attackers’ ever-changing methods and efforts to conceal their activities, and any network and information systems-related events could require us to expend significant resources to identify, assess and remedy such events.

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We cannot predict the potential impact to our business resulting from additional regulations.

Terrorist attacks, including cyber sabotage, aimed at our facilities could affect adversely our business, results of operations, financial position and cash flows.

The United States government has issued warnings that energy assets, including our nation’s pipeline infrastructure, may be the future target of terrorist organizations or “cyber sabotage” events.

For example, in May 2021, a ransomware attack on a major U.S.

Refined Products pipeline forced the operator to temporarily shut down the pipeline, resulting in disruption of fuel supplies along the East Coast.

Potential targets include our facilities, pipelines, databases or operating systems.

A terrorist attack could create significant price volatility, disrupt our business, limit our access to capital markets or cause significant harm to our operations, including full or partial disruption to our ability to provide service to our customers.

Acts of terrorism, as well as events occurring in response to or in connection with acts of terrorism, could also cause environmental repercussions that could result in a significant decrease in revenues or significant reconstruction or remediation costs.

The potential for an attack may subject our operations to increased risks and costs, and any such terrorist attack or cyber sabotage on our facilities, pipelines, databases of operating systems, those of our customers, or in some cases, those of other pipelines could have a material adverse effect on our business, results of operations, financial position and cash flows.

Growing our business by constructing new pipelines and facilities or making modifications to our existing facilities subjects us to construction risk and supply risks, should adequate natural gas, NGL, Refined Products and crude oil supply be unavailable upon completion of the facilities.

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• we may be unable to obtain new rights of way or permits to connect our systems to supply or downstream markets;

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• if we undertake these projects, we may not be able to complete them on schedule or at the budgeted cost;

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• we may construct facilities to capture anticipated future growth in production or downstream demand in which anticipated growth does not materialize;

• opposition from environmental and social groups, landowners, tribal groups, local groups and other advocates could result in organized protests, attempts to block or sabotage our construction activities or operations, intervention in regulatory or administrative proceedings involving our assets, or lawsuits or other actions designed to prevent, disrupt or delay the construction or operation of our assets;

• opposition from environmental and social groups, landowners, tribal groups, local groups and other advocates could result in organized protests, attempts to block or sabotage construction activities or operations, intervention in regulatory or administrative proceedings involving our assets, or lawsuits or other actions designed to prevent, disrupt or delay the construction or operation of our assets;

• we may be required to rely on third parties downstream of our facilities to have available capacity for our delivered natural gas, NGLs, Refined Products and crude oil, which may not be operational;

• inflationary pressure could increase our costs for construction materials or labor.

• inflationary pressure, along with pressure that may arise from the imposition by the federal government of tariffs on non-U.S.

produced construction materials, could increase our costs for construction materials or labor.

As a result, new facilities may not be able to attract enough natural gas, NGLs, Refined Products and crude oil to achieve our expected investment return, which could affect adversely our business, results of operations, financial position and cash flows.

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We obtain the rights to construct and operate certain of our pipelines and related facilities on land owned by third parties and governmental agencies for a specific period of time.

Our loss of these rights, through our inability to renew right-of-way contracts on acceptable terms or increased costs to renew such rights, could affect adversely our business, results of operations, financial position and cash flows.

Our loss of these

rights, through our inability to renew right-of-way contracts on acceptable terms or increased costs to renew such rights, could affect adversely our business, results of operations, financial position and cash flows.

Measurement adjustments on our pipeline systems may be impacted materially by changes in estimation, type of commodity and other factors.

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The quantification and resolution of measurement adjustments are complicated by several factors including:

(i) the significant quantities ( i.e.

, thousands) of measurement equipment that we use across our systems, (ii) varying qualities of natural gas in the streams gathered and processed through our systems and the mixed nature of NGLs gathered and fractionated;

(i) the significant quantities (i.e., thousands) of measurement equipment that we use across our systems, (ii) varying qualities of natural gas in the streams gathered and processed through our systems and the mixed nature of NGLs gathered and fractionated;

and (iii) variances in measurement that are inherent in metering technologies and standards.

Each of these factors may contribute to measurement adjustments that may occur on our systems, which could affect adversely our business, results of operations, financial position and cash flows.

In the competition for supply, we may have significant levels of excess capacity on our pipeline, processing, fractionation, terminal and storage assets.

We face competition for supply and, as a result, we may have significant levels of excess capacity on our pipeline, processing, fractionation, terminal and storage assets.

Our pipeline, processing, fractionation, terminal and storage assets compete with other similar assets for natural gas, NGL, Refined Products and crude oil supply delivered to the markets we serve.

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Over time the age of these assets could result in increased maintenance or remediation expenditures and an increased risk of product releases and associated costs and liabilities.

Any significant increase

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in these expenditures, costs or liabilities could affect adversely our business, results of operations, financial position and cash flows.

Any significant increase in these expenditures, costs or liabilities could affect adversely our business, results of operations, financial position and cash flows.

Our operating cash flows are derived partially from cash distributions we receive from our unconsolidated affiliates.

Our operating cash flows are derived partially from cash distributions we receive from our unconsolidated affiliates, as discussed in Note N of the Notes to Consolidated Financial Statements in this Annual Report.

Our operating cash flows are derived partially from cash distributions we receive from our unconsolidated affiliates, as discussed in Note O of the Notes to Consolidated Financial Statements in this Annual Report.

The amount of cash that our unconsolidated affiliates can distribute principally depends upon the amount of cash flows these affiliates generate from their respective operations, which may fluctuate from quarter to quarter.

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We currently have substantial U.S.

federal net operating loss (“NOL”) carry forwards and other state tax attributes.

federal net operating loss (NOL) carry forward and other state tax attributes.

Our ability to use these tax attributes to reduce our future U.S.

federal and state income tax obligations depends on many factors, including our future taxable income, the timing of which is uncertain.

In addition, our ability to use NOL carryforwards and other tax attributes may be subject to significant limitations under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and corresponding provisions of state law.

In addition, our ability to use NOL carryforwards and other tax attributes may be subject to limitations under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and corresponding provisions of state law.

Under Section 382 of the Code and corresponding provisions of state law, if a corporation undergoes an ownership change, which is generally defined as a greater than 50 percent change in its equity ownership over a three-year period, the company’s ability to utilize U.S.

NOL carryforwards and other tax attributes may be limited.

Determining the limitation under Section 382 of the Code is highly complex.

We believe our U.S.

We believe our historical U.S.

NOL carryforwards and other tax attributes are not currently subject to a limitation as a result of an ownership change.

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federal and state taxable income.

Such a limitation could affect adversely our results of operations, financial position and cash flows.

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Such limitation could affect adversely our results of operations, financial position and cash flows.

The historical EnLink NOL carryforward acquired upon the completion of the EnLink Acquisition is expected to be subject to limitations under Section 382 of the Code.

RISK FACTORS RELATED TO REGULATION

Increased regulation of exploration and production activities, including hydraulic fracturing, well setbacks and disposal of wastewater, could result in reductions or delays in drilling and completing new crude oil and natural gas wells.

The crude oil and natural gas industries are relying increasingly on supplies from nonconventional sources, such as shale and tight sands.

The crude oil and natural gas industries rely on supplies from nonconventional sources, such as shale and tight sands.

Crude oil and natural gas extracted from these sources frequently requires hydraulic fracturing, which involves the pressurized injection of water, sand and chemicals into a geologic formation to stimulate crude oil and natural gas production.

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Our business is subject to regulatory oversight and potential penalties.

The energy industry historically has been subject to heavy state and federal regulation that extends to many aspects of our businesses and operations, including:

The energy industry is subject to heavy state and federal regulation that extends to many aspects of our businesses and operations, including:

• changes to federal, state and local taxation;

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• the types of services we may offer our counterparties;

• construction and operation of new facilities;

• construction and operation of new facilities, and modifications and operation of existing facilities;

• the integrity, safety and security of facilities and operations;

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If existing rates are determined to be in excess of a just and reasonable level, we could be required to pay refunds to shippers, reduce rates and make other concessions.

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The FERC’s ratemaking methodologies may limit our ability to increase rates by amounts sufficient to reflect our actual cost or may delay the use of rates that reflect increased costs.

We use the FERC’s indexing methodology to establish our rates in approximately 30% of the markets serviced by our Refined Products pipelines.

The FERC’s indexing methodology is based on changes in the producer price index for finished goods combined with an index adjustment.

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When the change in the ceiling level is negative, we are generally required to reduce our rates that are subject to the FERC’s indexing methodology.

The results of FERC’s last five-year review were subject to appeal at the D.C.

Circuit, which vacated FERC’s orders and remanded to FERC.

FERC subsequently issued a supplemental notice of proposed rulemaking proposing to reduce the index price back down to the rehearing order price and the proposal is now pending at FERC.

The FERC and most relevant state regulatory authorities allow us to establish rates based on conditions in competitive markets without regard to the FERC’s index level or our cost-of-service.

We establish market-based rates in approximately 70% of the markets for our Refined Products pipelines.

The tariffs on most of our long-haul crude oil pipelines are at negotiated rates but are still subject to regulation by the FERC or state agencies and subject to protest by shippers.

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The Energy Independence and Security Act of 2007 expanded the required use of renewable fuels in the U.S.

Each year, the EPA establishes a renewable volume obligation (RVO) requirement for refiners and fuel manufacturers based on overall quotas established by the federal government.

Each year, the United States Environmental Protection Agency (EPA) establishes a Renewable Volume Obligation (RVO) requirement for refiners and fuel manufacturers based on overall quotas established by the federal government.

By virtue of our liquids blending activity and resulting gasoline production, we are an obligated party and receive an annual RVO from the EPA.

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GHG emissions in the midstream industry originate primarily from combustion engine exhaust, heater exhaust and fugitive methane gas emissions.

International, federal, regional and/or state legislative and/or regulatory initiatives may attempt to control or limit GHG emissions, including initiatives directed at issues associated with climate change.

International, federal, regional and/or state legislative and/or regulatory initiatives may attempt to

control or limit GHG emissions, including initiatives directed at issues associated with climate change.

Various federal and state legislative proposals have been introduced to regulate the emission of GHGs, particularly carbon dioxide and methane, and the United States Supreme Court has ruled that carbon dioxide is a pollutant subject to regulation by the EPA.

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We believe it is likely that future governmental legislation and/or regulation on the federal, state and regional levels, may further require us to limit GHG emissions associated with our operations, pay additional fees associated with our GHG emissions or purchase allowances for such emissions.

For example, the IRA directs the EPA to impose and collect payment of “Waste Emissions Charges”, or “Methane Fees”, for specific facilities that report more than 25,000 metric tons of carbon dioxide equivalent of GHG emissions per year and have methane emissions intensity in excess of the relevant statutory threshold.

Based on text in the IRA and a related rule that the EPA proposed in January 2024 to implement the Methane Fee program, we expect to begin paying Methane Fees in 2025 (for 2024 reported emissions) for applicable facilities.

Methane Fees and other legislative and/or regulatory initiatives could make some of our activities uneconomic to maintain or operate.

For example, the Inflation Reduction Act of 2022 (IRA) directs the EPA to impose and collect payment of “Waste Emissions Charges,” or “Methane Fees,” for specific facilities that report more than 25,000 metric tons of carbon dioxide equivalent of GHG emissions per year and have methane emissions intensity in excess of the relevant statutory threshold.

Based on text in the IRA and a related rule that the EPA finalized in November 2024 to implement the Methane Fee program, we expect to begin paying Methane Fees in 2025 (for 2024 reported emissions) for applicable facilities.

In January 2025, industry associations and certain states challenged the Waste Emissions Charge rule in the D.C.

Circuit, and the new administration issued an executive order directing the heads of all federal agencies to identify and begin the processes to suspend, revise or rescind all agency actions that are unduly burdensome on the identification, development or use of domestic energy resources.

Consequently, future implementation and enforcement of these rules remain uncertain at this time.

Methane Fees, if implemented, and other legislative and/or regulatory initiatives could make some of our activities uneconomic to maintain or operate.

However, we cannot predict precisely what form these future legislative and/or regulatory initiatives will take, the stringency of such initiatives, when they will become effective or the impact on our capital expenditures, competitive position and results of operations.

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Our future results of operations, financial position or cash flows could be affected adversely if such costs are not recovered or otherwise passed on to our customers.

Our operations are subject to federal and state laws and regulations relating to the protection of public health and the environment, which may expose us to significant costs and liabilities.

Our operations are subject to federal and state laws and regulations relating to the protection of public health and safety and the environment, which may expose us to significant costs and liabilities.

Increased litigation and activism challenging continued reliance upon oil and gas as well as changes to and/or increased penalties from the enforcement of laws, regulations and policies could impact adversely our business.

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Examples of these laws include the:

• Clean Air Act and analogous state laws that impose obligations related to air emissions;

• Clean Water Act and analogous state laws that impose requirements related to activities in and around certain state and federal waters, including requirements related to discharge of wastewater from our facilities into state and federal

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waters and discharge of dredge and fill materials, such as dirt and other earthy materials, into waters of the United States;

• CERCLA and analogous state laws that regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by us or locations to which we have sent waste for disposal;

• Endangered Species Act and analogous state laws that impose obligations related to protection of threatened and endangered species;

• RCRA and analogous state laws that impose requirements for the handling and discharge of solid and hazardous waste from our facilities.

• Federal Clean Air Act, as amended, and analogous state laws that impose obligations related to air emissions;

• Federal Water Pollution Control Act Amendments of 1972, as amended, and analogous state laws that impose requirements related to activities in and around certain state and federal waters, including requirements related to discharge of wastewater from our facilities into state and federal waters and discharge of dredge and fill materials, such as dirt and other earthy materials, into waters of the United States;

• Comprehensive Environmental Response, Compensation and Liability Act, as amended (CERCLA), and analogous state laws that regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by us or locations to which we have sent waste for disposal;

• Endangered Species Act of 1973 and analogous state laws that impose obligations related to protection of threatened and endangered species;

• Resource Conservation and Recovery Act, as amended (RCRA), and analogous state laws that impose requirements for the handling and discharge of solid and hazardous waste from our facilities.

Various federal and state governmental authorities, including the EPA, have the power to enforce compliance with these laws and regulations and the permits issued under them.

Violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both.

Joint and several, strict liability may be incurred without regard to fault under the CERCLA, RCRA and analogous state laws for the remediation of contaminated areas.

Joint and several, strict liability may be incurred without regard to fault under CERCLA, RCRA and analogous state laws for the remediation of contaminated areas.

There is an inherent risk of incurring environmental costs and liabilities in our business due to our handling of the products we gather, transport, process and store;

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past industry operations and waste disposal practices, some of which may be material.

Private parties, including the owners of properties through which our pipeline systems pass, may have the right to pursue legal actions to enforce compliance as well as to seek damages for noncompliance with environmental laws and regulations or for personal injury or property damage arising from our operations.

Some sites we operate are located near current or former third-party hydrocarbon storage and processing operations, and there is a risk that contamination has migrated from those sites to ours.

In addition, increasingly strict laws, regulations and enforcement policies could increase significantly our compliance costs, penalties and other cost associated with any alleged noncompliance, and the cost of any remediation that may become necessary;

In addition, increasingly strict laws, regulations and enforcement policies could increase significantly our compliance costs, penalties and other cost associated with

any alleged noncompliance, and the cost of any remediation that may become necessary;

some of these costs could be material and could adversely affect our business, results of operation, financial position and cash flows.

Our insurance may not cover all of these environmental risks, and there are also limits on coverage.

Additional information is included under Item 1, Business, under “Regulatory, Environmental and Safety Matters” and in Note O of the Notes to Consolidated Financial Statements in this Annual Report.

Additional information is included under Item 1, Business, under “Regulatory, Environmental and Safety Matters” and in Note P of the Notes to Consolidated Financial Statements in this Annual Report.

Increased litigation and activism challenging oil and gas development as well as changes to and/or more aggressive enforcement of laws, regulations and policies could impact our business.

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Each rating should be evaluated independently of any other rating.

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Our indebtedness and guarantee obligations could impair our financial condition and our ability to fulfill our obligations.

As of December 31, 2023, we had total indebtedness of $22.8 billion.

31, 2024, we had total indebtedness of $33.2 billion.

Our indebtedness and guarantee obligations could have significant consequences.

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Our $3.5 Billion Credit Agreement contains provisions that, among other things, limit our ability to make material changes to the nature of our business, merge, consolidate or dispose of all or substantially all of our assets, grant liens and security interests on our assets, engage in transactions with affiliates or make restricted payments, including dividends.

It also requires us to maintain certain financial ratios, which limit the amount of additional indebtedness we can incur, as described in the “Liquidity and Capital Resources” section of Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report.

Operations, in this Annual Report.

These restrictions could result in higher costs of borrowing and impair our ability to generate additional cash.

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The right to receive payments on our outstanding debt securities and subsidiary guarantees is unsecured and will be effectively subordinated to any future secured indebtedness as well as to any existing and future indebtedness of our subsidiaries that do not guarantee the senior notes.

Although ONEOK Partners, the Intermediate Partnership and Magellan have guaranteed our debt securities, the guarantees are subject to release under certain circumstances, and we have subsidiaries that are not guarantors.

Although ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have guaranteed our debt securities, the guarantees are subject to release under certain circumstances, and we have subsidiaries that are not guarantors.

In those cases, the debt securities effectively are subordinated to the claims of all creditors, including trade creditors and tort claimants, of our subsidiaries that are not guarantors.

In the event of the insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up of the business of a subsidiary that is not a guarantor, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to us or the holders of the debt securities.

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A court may use fraudulent conveyance considerations to avoid or subordinate the cross guarantees of our and ONEOK Partners’ indebtedness.

ONEOK, ONEOK Partners, the Intermediate Partnership and Magellan have cross guarantees in place for our and ONEOK Partners’ indebtedness.

ONEOK, ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have cross guarantees in place for our and ONEOK Partners’ indebtedness.

A court may use fraudulent conveyance laws to subordinate or avoid the cross guarantees of certain of this indebtedness.

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Among other things, a legal challenge of the cross guarantees of our and ONEOK Partners’ indebtedness on fraudulent conveyance grounds may focus on the benefits, if any, realized by the guarantor as a result of the issuance of such debt.

To the extent the guarantor’s guarantee of any such indebtedness is avoided as a result of fraudulent conveyance or held unenforceable for any other reason, the holders of such debt would cease to have any claim in respect of the guarantee.

extent the guarantor’s guarantee of any such indebtedness is avoided as a result of fraudulent conveyance or held unenforceable for any other reason, the holders of such debt would cease to have any claim in respect of the guarantee.

GENERAL RISK FACTORS

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If we consummate any future mergers or acquisitions, our capitalization and results of operations may change significantly, and investors will not have the opportunity to evaluate the economic, financial and other relevant information that we will consider in determining the application of our resources to future acquisitions.

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The failure to successfully combine the businesses of ONEOK and Magellan may adversely affect our future results.

The success of the Magellan Acquisition will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of ONEOK and Magellan.

If the businesses are not successfully combined, the anticipated benefits of the Magellan Acquisition may not be realized fully or at all or may take longer to realize than expected.

In addition, the integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the Magellan Acquisition.

We may be unable to integrate the businesses of EnLink and Medallion successfully or realize the anticipated benefits of the EnLink Acquisitions and the Medallion Acquisition (collectively, the “Recent Acquisitions”).

The success of the Recent Acquisitions will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of ONEOK, EnLink and Medallion.

If the businesses are not successfully combined, the anticipated benefits of the Recent Acquisitions may not be realized fully or at all or may take longer to realize than expected.

In addition, the integration may result in additional and unforeseen expenses and potential unknown liabilities, which could reduce the anticipated benefits of the Recent Acquisitions.

It is possible that the integration process could result in the loss of key employees, as well as the disruption of our ongoing businesses or inconsistencies in our standards, controls, procedures and policies.

Any or all of those occurrences could affect adversely the combined company’s ability to maintain relationships with customers and employees after the Magellan Acquisition or to achieve the anticipated benefits of the Magellan Acquisition.

Integration efforts between the two companies will also divert management attention and resources.

These integration matters could have an adverse effect on us.

Any or all of those occurrences could affect adversely the combined company’s ability to maintain relationships with customers and employees after the Recent Acquisitions or to achieve the anticipated benefits of the Recent Acquisitions.

Integration efforts between the three companies will also divert management attention and resources.

These integration matters could have an adverse effect on our business, results of operations, financial position and cash flows.

Following the EnLink Controlling Interest Acquisition, we began to integrate certain aspects of EnLink’s business and operations with ours, but EnLink has continued to operate as a separate public company.

In connection with the completion of the EnLink Acquisition, EnLink ceased to operate as a separate public company, and we began full integration with our business.

This integration process is expected to be subject to some or all of the aforementioned challenges many of which may be more complex as a result of having to fully integrate the EnLink business.

Further, this integration process may pose additional difficulties inherent with fully integrating the EnLink business and the discontinuation of its operation as a separate public company.

If we are unable to successfully execute our integration strategy, we may be unable to realize some or all of the anticipated benefits of the EnLink Acquisition which could materially and adversely affect our business, results of operations, financial position and cash flows.

Our future results following the closing of the Recent Acquisitions and any potential future transactions will suffer if we do not effectively manage our expanded operations.

Following the closing of the Recent Acquisitions, the size of our business has increased and will increase further if we complete any potential future transactions.

Our future success will depend, in part, upon our ability to manage this expanded business,

which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.

We may also face increased scrutiny from governmental authorities and/or other third parties as a result of the increase in the size of our business.

There can be no assurances that we will be successful or that we will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits anticipated from the Recent Acquisitions and any potential future transactions.

Holders of our common stock may receive dividends that vary from anticipated amounts, or no dividends at all.

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Therefore, our counterparties may be similarly affected by changes in economic, regulatory or other factors that may affect our overall credit risk.

Our business requires the retention and recruitment of a skilled executive team and workforce, and difficulties recruiting and retaining executives and other key personnel could impair our ability to develop and implement our business strategy.

A shortage of skilled labor may make it difficult for us to maintain labor productivity and competitive costs.

Our operations require skilled and experienced workers with proficiency in multiple tasks.

Our success depends in part on the performance of and our ability to attract, retain and effectively manage the succession of a skilled executive team.

We depend on our executive officers to develop and execute our business strategy.

If we are not successful in retaining our executive officers, or replacing them, our business, financial condition or results of operations could be adversely affected.

In addition, our operations require the retention and recruitment of skilled and experienced workers with proficiency in multiple tasks.

In recent years, a shortage of workers trained in various skills associated with the midstream energy business has, at times, caused us to conduct certain operations without full staff, thus hiring outside resources, which may decrease productivity and increase costs.

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As with all companies, we are exposed to the risk of employee fraud or other misconduct.

Our Board of Directors has adopted a code of business conduct and ethics that applies to our directors, officers (including our principal executive and financial officers, principal accounting officer, controllers and other persons performing similar functions) and all other employees.

Our Board of Directors has adopted a code of business conduct and ethics that applies to our directors, officers (including our principal executive and financial

officers, principal accounting officer, controllers and other persons performing similar functions) and all other employees.

We require all directors, officers and employees to adhere to our code of business conduct and ethics in addressing the legal and ethical issues encountered in conducting their work for our company.

Our code of business conduct and ethics requires, among

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other things, that our directors, officers and employees avoid conflicts of interest, comply with all applicable laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in our company’s best interest.

Our code of business conduct and ethics requires, among other things, that our directors, officers and employees avoid conflicts of interest, comply with all applicable laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in our company’s best interest.

All directors, officers and employees are required to report any conduct that they believe to be an actual or apparent violation of our code of business conduct and ethics.

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If we determine that an impairment is indicated, we would be required to take an immediate noncash charge to earnings with a correlative effect on equity and balance sheet leverage as measured by consolidated debt to total capitalization.

For further discussion of impairments of long-lived assets, goodwill and equity-method investments, see Notes A, F, G, and N, respectively, of the Notes to Consolidated Financial Statements in this Annual Report.

For further discussion of impairments of long-lived assets, goodwill and equity-method investments, see Notes A, F, G, and O, respectively, of the Notes to Consolidated Financial Statements in this Annual Report.

The cost of providing pension and postretirement health care benefits to eligible employees and qualified retirees is subject to changes in pension fund values and changing demographics and may increase.

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The cost of providing these benefits to eligible current and former employees is subject to changes in the market value of our pension and postretirement benefit plan assets, changing demographics, including longer life expectancy of plan participants and their beneficiaries and changes in health care costs.

For further discussion of our defined benefit pension plan and postretirement welfare plans, see Note L of the Notes to Consolidated Financial Statements in this Annual Report.

For further discussion of our defined benefit pension plan and postretirement welfare plans, see Note M of the Notes to Consolidated Financial Statements in this Annual Report.

Any sustained declines in equity markets and reductions in bond yields may affect adversely the value of our pension and postretirement benefit plan assets.

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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 1A. Risk Factors