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Item 8. Financial Statements and Supplementary Data

2025-02-25 compared with 2024-02-27 · 816 added, 572 removed, 1070 unchanged (56% of the section changed)

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We have audited the accompanying consolidated balance sheets of ONEOK, Inc.

and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Magellan Midstream Partners, L.P., (“Magellan”) from its assessment of internal control over financial reporting as of December 31, 2023, because it was acquired by the Company in a purchase business combination during 2023.

We have also excluded Magellan from our audit of internal control over financial reporting.

Magellan is a wholly owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 32% and 6%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

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As described in Management’s Report on Internal Control over Financial Reporting, management has excluded EnLink Midstream, LLC (“EnLink”) and Medallion Midstream, LLC (“Medallion”) from its assessment of internal control over financial reporting as of December 31, 2024, because they were acquired by the Company in purchase business combinations during 2024.

We have also excluded EnLink and Medallion from our audit of internal control over financial reporting.

EnLink and Medallion are consolidated subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 20% and 3% of total assets, respectively and approximately 7% and 1% of total revenues, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Definition and Limitations of Internal Control over Financial Reporting

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of Magellan Midstream Partners, LP – Valuation of the Pipelines and Intangible Assets

As described in Note B to the consolidated financial statements, the Company purchased Magellan on September 25, 2023.

Pursuant to the merger agreement, each common unit of Magellan was exchanged for a fixed ratio of 0.667 shares of ONEOK common stock and $25.00 of cash, for a total consideration of $14.1 billion.

In addition, the Company assumed Magellan’s debt with a fair value of $4.0 billion.

The acquisition resulted in the recognition of $11.8 billion of property, plant and equipment (PP&E), a significant portion of which relates to pipelines, and $1.0 billion of intangible assets, which relate to customer relationships.

The Magellan acquisition was accounted for using the acquisition method of accounting for business combinations, which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair values on the acquisition date.

Acquisition of EnLink Midstream, LLC – Valuation of Pipelines, Rights-of-Way and Processing Plants

As described in Note B to the consolidated financial statements, on October 15, 2024, the Company completed the acquisition of a controlling interest in EnLink by acquiring GIP’s interest in EnLink consisting of approximately 43% of the outstanding EnLink Units for $14.90 in cash per unit and 100% of the outstanding limited liability company interests in the managing member of EnLink for $300 million, for a total cash consideration of $3.3 billion.

The acquisition resulted in the recognition of $11.4 billion of property, plant and equipment (PP&E), a significant portion of which relates to pipelines, rights-of-way, and processing plants.

The acquisition was accounted for using the acquisition method of accounting for business combinations, which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair values on the acquisition date.

As disclosed by management, in order to estimate the fair value of assets acquired and liabilities assumed, management utilized valuation techniques that included discounted cash flow and cost methods.

The discounted cash flow method utilizes assumptions that include, but are not limited to, estimated future cash flows, discount rates applied to estimated future cash flows, estimated rates of return and estimated customer attrition rates.

Cost methods estimate the fair value of assets based on the estimated construction cost of the assets, and requires the use of various inputs and assumptions.

The principal considerations for our determination that performing procedures relating to valuation of the pipelines and intangible assets related to the acquisition of Magellan is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the pipelines and intangible assets acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the estimated construction cost used to value the pipelines acquired, and the estimated future cash flows, discount rates applied to estimated future cash flows, estimated rates of return and estimated customer attrition rates used to value the intangible assets acquired;

The discounted cash flow method utilizes assumptions that include, but are not limited to, estimated future cash flows, discount rates applied to estimated future cash flows and commodity margin growth rates.

Cost methods estimate the fair value of assets based on the estimated construction or replacement cost of the assets and require the use of various inputs and assumptions.

The principal considerations for our determination that performing procedures relating to the valuation of pipelines, rights-of-way, and processing plants acquired in the acquisition of EnLink is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the pipelines, rights-of-way, and processing plants acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to discount rates and commodity margin growth rates used in the discounted cash flow method and estimated construction or replacement cost used in the cost method;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the pipelines and intangible assets related to the acquisition.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the pipelines and intangible assets acquired;

(ii) evaluating the appropriateness of the cost method used to determine the fair value of the pipelines and the discounted cash flow model used to determine the fair value of the intangible assets (collectively the “valuation methods”);

(iii) testing the completeness and accuracy of underlying data used in the valuation methods;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the estimated construction cost used to value the pipelines acquired, and the estimated future cash flows, discount rates applied to estimated future cash flows, estimated rates of return and estimated customer attrition rates used to value the intangible assets acquired.

Evaluating management’s assumptions related to the estimated future cash flows used to value the intangible assets involved

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evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of Magellan and (ii) consistency with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the valuation methods and (ii) the reasonableness of the estimated construction cost used to value the pipelines, and discount rates applied to estimated future cash flows, estimated rates of return and estimated customer attrition rates used to value the intangible assets.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the pipelines, rights-of-way, and processing plants acquired.

These procedures also included, among others (i) reading the purchase agreement;

(ii) testing management’s process for developing the fair value estimate of the pipelines, rights-of-way, and processing plants acquired;

(iii) evaluating the appropriateness of the discounted cash flows and cost methods used by management;

(iv) testing the completeness and accuracy of underlying data used in the discounted cash flow and cost methods;

and (v) evaluating the reasonableness of the significant assumptions used by management related to discount rates and commodity margin growth rates used in the discounted cash flow method and the estimated construction or replacement cost used in the cost method.

Evaluating management’s assumptions related to the commodity margin growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of EnLink and (ii) whether the assumptions were

consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow and cost methods and (ii) the reasonableness of the assumptions related to discount rates, commodity margin growth rates, and estimated construction or replacement cost.

s/ PricewaterhouseCoopers LLP

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We have served as the Company’s auditor since 2007.

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and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31,

Years Ended Dec.

2024 2023 2022

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Commodity sales $ 17,780 $ 15,614 $ 20,976

Services 2,063 1,411 1,360

Total revenues (Note P)

Services and other 3,918 2,063 1,411

Total revenues (Note R)

21,698 17,677 22,387

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Transaction costs (Note B)

Other operating income, net (Note C)

Other operating income, net (Notes B and C)

( 305 ) ( 786 ) ( 105 )

Operating income 4,989 4,072 2,807

Equity in net earnings from investments (Note N)

Equity in net earnings from investments (Note O)

Other income (expense), net 53 89 ( 29 )

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Income before income taxes 4,110 3,497 2,250

Income taxes (Note M)

Income taxes (Note N)

( 998 ) ( 838 ) ( 528 )

Net income 3,112 2,659 1,722

Net income attributable to noncontrolling interests ( 77 ) — —

Net income attributable to ONEOK 3,035 2,659 1,722

Preferred stock dividends 1 1 1

Net income available to common shareholders $ 3,034 $ 2,658 $ 1,721

Basic EPS (Note J)

Basic EPS (Note K)

$ 5.19 $ 5.49 $ 3.85

Diluted EPS (Note J)

Diluted EPS (Note K)

$ 5.17 $ 5.48 $ 3.84

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See accompanying Notes to Consolidated Financial Statements.

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and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31,

Years Ended Dec.

2024 2023 2022

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( 16 ) ( 66 ) 201

Change in retirement and other postretirement benefit plan obligations, net of tax of $ 2 , $( 16 ) and $( 15 ), respectively

Other comprehensive income (loss) of unconsolidated affiliates, net of tax of $ 1 , $( 5 ) and $( 1 ), respectively

Total other comprehensive income, net of tax 75 363 80

Changes in benefit plan obligations and other, net of tax of $( 2 ), $ 3 and $( 21 ), respectively

Total other comprehensive income (loss), net of tax ( 63 ) 75 363

Comprehensive income 3,049 2,734 2,085

Comprehensive income attributable to noncontrolling interests ( 77 ) — —

Comprehensive income attributable to ONEOK $ 2,972 $ 2,734 $ 2,085

See accompanying Notes to Consolidated Financial Statements.

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and Subsidiaries

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Accounts receivable, net 2,326 1,705

Materials and supplies 148 149

Inventories 748 639

Commodity imbalances 26 43

Other current assets 431 426

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45,935 32,697

Investments in unconsolidated affiliates (Note N)

Investments in unconsolidated affiliates (Note O)

Goodwill (Note G)

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Current maturities of long-term debt (Note H)

$ 1,059 $ 484

Accounts payable 2,187 1,564

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Accrued interest 511 381

Operating lease liability

Other current liabilities 481 564

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Deferred credits and other liabilities

Deferred income taxes (Note M)

Operating lease liability

Deferred income taxes (Note N)

Other deferred credits 748 553

Total deferred credits and other liabilities 6,199 3,147

Commitments and contingencies (Note O)

Commitments and contingencies (Note P)

Equity (Note I)

Preferred stock, $ 0.01 par value:

authorized and issued 20,000 shares at December 31, 2023, and at December 31, 2022

authorized and issued 20,000 shares at Dec.

31, 2024, and at Dec.

Common stock, $ 0.01 par value:

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issued 609,713,834 shares and outstanding

583,093,100 shares at December 31, 2023;

issued 474,916,234 shares and outstanding 447,157,771 shares at December 31, 2022

583,110,633 shares at Dec.

issued 609,713,834 shares and outstanding 583,093,100 shares at Dec.

Paid-in capital 16,354 16,320

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Treasury stock, at cost:

26,620,734 shares at December 31, 2023, and 27,758,463 shares at December 31, 2022

26,603,201 shares at Dec.

31, 2024, and 26,620,734 shares at Dec.

( 807 ) ( 677 )

Total ONEOK shareholders’ equity 17,036 16,484

Noncontrolling interests in consolidated subsidiaries 5,097 —

Total equity 22,133 16,484

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See accompanying Notes to Consolidated Financial Statements.

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and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31,

Years Ended Dec.

2024 2023 2022

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Depreciation and amortization 1,134 769 626

Equity in net earnings from investments ( 202 ) ( 148 ) ( 122 )

Equity in net earnings from investments (Note O)

( 439 ) ( 202 ) ( 148 )

Distributions received from unconsolidated affiliates 390 202 147

Deferred income taxes 829 464 472

Medford settlement gain ( 779 ) — —

Medford settlement proceeds 502 61 —

Deferred income taxes (Note N)

Gain on sale of business (Note B) ( 227 ) — —

Medford settlement gain (Note C) — ( 779 ) —

Medford settlement proceeds (Note C) — 502 61

Other, net 72 83 92

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Capital expenditures (less allowance for equity funds used during construction) ( 2,021 ) ( 1,595 ) ( 1,202 )

Cash paid for Magellan Acquisition, net of cash acquired ( 5,015 ) — —

Contributions to unconsolidated affiliates ( 207 ) ( 3 ) ( 1 )

Cash paid for acquisitions, net of cash acquired (Note B) ( 5,829 ) ( 5,015 ) —

Proceeds from the sale of business (Note B) 1,200 — —

Purchases of and contributions to unconsolidated affiliates (Note O)

( 111 ) ( 207 ) ( 3 )

Distributions received from unconsolidated affiliates in excess of cumulative earnings

Medford settlement proceeds 328 39 —

Medford settlement proceeds (Note C) — 328 39

Other, net 97 35 7

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Dividends paid ( 2,313 ) ( 1,839 ) ( 1,672 )

Issuance of long-term debt, net of discounts 5,298 869 —

Repayment of long-term debt ( 1,300 ) ( 896 ) ( 605 )

Issuance of long-term debt, net of discounts (Note H) 7,094 5,298 869

Repayment of long-term debt (Note H) ( 2,003 ) ( 1,300 ) ( 896 )

Debt financing costs ( 67 ) ( 71 ) ( 8 )

Repurchase of common stock (Note I) ( 159 ) — —

Repurchase of EnLink’s Series C Preferred Units ( 365 ) — —

Other, net ( 68 ) 13 14

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See accompanying Notes to Consolidated Financial Statements.

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and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Stock Issued Common Stock Issued Preferred

ONEOK Shareholders’ Equity

Stock Paid-in

Capital AOCL* Retained Earnings Treasury Stock Noncontrolling Interest Total Equity

(Millions of dollars )

January 1, 2021 20,000 474,916,234 $ — $ 5 $ 7,353

Net income — — — — —

Other comprehensive income — — — — —

Preferred stock dividends - $ 55.00 per share (Note I )

Common stock issued — — — — 7

Common stock dividends - $ 3.74 per share (Note I )

1, 2022 $ — $ 5 $ 7,214 $ ( 471 ) $ — $ ( 732 ) $ — $ 6,016

Other, net — — — — 22

December 31, 2021 20,000 474,916,234 — 5 7,214

Net income — — — — 1,722 — — 1,722

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Preferred stock dividends - $ 55.00 per share (Note I )

Common stock issued — — — — 13

Common stock dividends - $ 3.74 per share (Note I )

Other, net — — — — 26

December 31, 2022 20,000 474,916,234 — 5 7,253

Net income — — — — —

Other comprehensive income — — — — —

Preferred stock dividends - $ 55.00 per share (Note I )

Magellan Acquisition consideration — 134,797,600 — 1 9,061

Common stock issued — — — — 9

Common stock dividends - $ 3.82 per share (Note I )

Other, net — — — — ( 3 )

December 31, 2023 20,000 609,713,834 $ — $ 6 $ 16,320

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and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Comprehensive

Loss Retained

Earnings Treasury

( Millions of dollars )

January 1, 2021 $ ( 551 ) $ — $ ( 764 ) $ 6,043

Net income — 1,500 — 1,500

Other comprehensive income 80 — — 80

Preferred stock dividends - $ 55.00 per share (Note I )

— — — — ( 1 ) — — ( 1 )

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Other, net — — 26 — — — — 26

December 31, 2021 ( 471 ) — ( 732 ) 6,016

31, 2022 — 5 7,253 ( 108 ) 50 ( 706 ) — 6,494

Net income — — — — 2,659 — — 2,659

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— — — — ( 1 ) — — ( 1 )

Magellan Acquisition consideration (Note B) 1 9,061 — — — — 9,062

Common stock issued — — 9 — — 29 — 38

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Other, net — — ( 3 ) — ( 1 ) — — ( 4 )

December 31, 2022 ( 108 ) 50 ( 706 ) 6,494

31, 2023 — 6 16,320 ( 33 ) 868 ( 677 ) — 16,484

Net income — — — — 3,035 — 77 3,112

Other comprehensive income 75 — — 75

Other comprehensive loss — — — ( 63 ) — — — ( 63 )

Preferred stock dividends - $ 55.00 per share (Note I )

— — — — ( 1 ) — — ( 1 )

Magellan Acquisition consideration — — — 9,062

Common stock issued — — 25 — — 42 — 67

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— — — — ( 2,318 ) — — ( 2,318 )

Repurchases of common stock (Note I) — — — — — ( 172 ) — ( 172 )

Acquisition of EnLink noncontrolling interest (Note B) — — — — — — 5,076 5,076

Distributions to noncontrolling interests — — — — — — ( 66 ) ( 66 )

Contributions from noncontrolling interests — — — — — — 3 3

Other, net — — 9 — ( 5 ) — 7 11

December 31, 2023 $ ( 33 ) $ 868 $ ( 677 ) $ 16,484

31, 2024 $ — $ 6 $ 16,354 $ ( 96 ) $ 1,579 $ ( 807 ) $ 5,097 $ 22,133

*Accumulated other comprehensive loss

See accompanying Notes to Consolidated Financial Statements.

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AND SUBSIDIARIES

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Organization and Nature of Operations - We are a corporation incorporated under the laws of the state of Oklahoma.

Our Natural Gas Gathering and Processing segment provides midstream services to producers in North Dakota, Montana, Wyoming, Kansas and Oklahoma.

Our Natural Gas Gathering and Processing segment provides midstream services to producers in the Rocky Mountain region, the Mid-Continent region, the Permian Basin region and the the North Texas region.

Raw natural gas is typically gathered at the wellhead, compressed and transported through pipelines to our processing facilities.

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Residue natural gas is then recompressed and delivered to natural gas pipelines, storage facilities and end users.

The NGLs separated from the raw natural gas are sold and delivered through NGL pipelines to fractionation facilities for further processing.

Our Natural Gas Liquids segment owns and operates facilities that gather, fractionate, treat and distribute NGLs and store Purity NGLs, primarily in Oklahoma, Kansas, Texas, New Mexico and the Rocky Mountain region, which includes the Williston, Powder River and DJ Basins.

We provide midstream services to producers of NGLs and deliver those products to the two primary market centers:

one in the Mid-Continent in Conway, Kansas, and the other in the Gulf Coast in Mont Belvieu, Texas.

We own or have an ownership interest in FERC-regulated NGL gathering and distribution pipelines in Oklahoma, Kansas, Texas, New Mexico, Montana, North Dakota, Wyoming and Colorado, and terminal and storage facilities in Kansas, Nebraska, Iowa and Illinois.

We have a 50 % ownership interest in Overland Pass, which operates an interstate NGL pipeline originating in Wyoming and Colorado and terminating in Kansas.

The majority of the pipeline-connected natural gas processing plants in the Williston Basin, Oklahoma, Kansas and the Texas Panhandle are connected to our NGL gathering systems.

We lease rail cars and own and operate truck- and rail-loading and -unloading facilities connected to our NGL fractionation, storage and pipeline assets.

We also own FERC-regulated NGL distribution pipelines in Kansas, Nebraska, Iowa, Illinois and Indiana that connect our Mid-Continent assets with Midwest markets, including Chicago, Illinois.

A portion of our ONEOK North System transports Refined Products, including unleaded gasoline and diesel.

Our Natural Gas Pipelines segment, through its wholly owned assets primarily in Oklahoma, Texas and the upper Midwest, provides transportation and storage services to end users, such as natural gas distribution and electric-generation companies that require natural gas to operate their businesses regardless of location price differentials.

We have 50 % ownership interests in Northern Border and Roadrunner.

Our assets are connected to key supply areas and demand centers, including export markets in Mexico via Roadrunner and supply areas in Canada and the United States via our interstate and intrastate natural gas pipelines and Northern Border, which enable us to provide essential natural gas transportation and storage services.

The NGLs separated from the raw natural gas are delivered through NGL pipelines to fractionation facilities for further processing.

In our Natural Gas Liquids segment, NGLs are extracted at our own and third-party natural gas processing plants and are gathered by our NGL gathering pipelines.

Gathered NGLs are directed to our downstream fractionators to be separated into Purity NGLs.

Purity NGLs are stored or distributed to our customers, such as petrochemical companies, propane distributors, diluent users, ethanol producers, refineries and exporters.

We provide midstream services to producers of NGLs in the Rocky Mountain region, Mid-Continent region, Permian Basin and Gulf Coast region (including Louisiana) and deliver those products to the market.

Our primary markets include the Mid-Continent in Conway, Kansas, the Gulf Coast in Mont Belvieu, Texas, Louisiana and the upper Midwest.

The majority of the pipeline-connected natural gas processing plants in the Williston Basin, Oklahoma, Kansas and the Texas Panhandle as well as a large number in the Permian Basin, Barnett Shale, East Texas and Louisiana regions are connected to our NGL gathering systems.

In our Natural Gas Pipelines segment, we receive residue natural gas from third parties and our own natural gas processing plants and interconnecting pipelines.

Residue natural gas is transported or stored for end users, such as large industrial customers, natural gas and electric utilities serving commercial and residential consumers and can ultimately reach international markets through liquified natural gas exports (Louisiana Gulf Coast) and cross border pipelines.

Our assets are connected to key supply areas and demand centers, including export markets in Mexico via Roadrunner and supply areas in Canada and the United States via our interstate and intrastate natural gas pipelines and Northern Border, which enables us to provide essential natural gas transportation and storage services.

Growing demand from data centers and continued demand from local distribution companies, electric-generation facilities and large industrial companies support low-cost expansions that position us well to provide additional services to our customers when needed.

Our Refined Products and Crude segment is principally engaged in the transportation, storage and distribution of Refined Products and crude oil.

This new reportable business segment was added in conjunction with the Magellan Acquisition.

Our Refined Products pipeline system is one of the longest common carrier pipeline systems for Refined Products in the United States, extending approximately 9,800 miles from the Texas Gulf Coast and covering a 15 -state area across the central and western United States.

Our crude oil pipelines transport crude oil to refineries, export facilities and demand centers.

Throughout the distribution system, terminals play a key role in facilitating product movements and marketing by providing storage, distribution, blending and other ancillary services.

As a result of the EnLink Acquisitions and the Medallion Acquisition, we are also engaged in the gathering of crude oil .

Crude oil pipelines gather and transport crude oil to refineries, export facilities and demand centers.

Throughout our distribution system, terminals play a key role in facilitating product movements and marketing by providing storage, distribution, blending and other ancillary services.

Products transported on our Refined Products pipeline system include gasoline, distillates, aviation fuel and certain NGLs.

Shipments originate on our Refined Products pipeline system from direct connections to refineries or through interconnections with other pipelines or terminals for transportation and ultimate distribution to retail fueling stations, convenience stores, travel centers, railroads, airports and other end users.

Our crude oil assets are strategically located to serve crude oil supply, trading and demand centers.

Basis of Presentation - Our accompanying Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC.

These statements have been prepared in accordance with GAAP.

Consolidation - Our Consolidated Financial Statements include our accounts and the accounts of our subsidiaries over which we have control or are the primary beneficiary.

Third party ownership interests in our controlled subsidiaries are presented as noncontrolling interests.

All intercompany balances and transactions have been eliminated in consolidation.

We account for investments where we control the investment using the consolidation method of accounting.

Under this method, we consolidate all assets and liabilities of an investment on our Consolidated Balance Sheets and record noncontrolling interests for the portion of the investment we do not own.

We include all of the investment’s results of operations on our Consolidated Statement of Income and record income attributable to noncontrolling interests for the portion of the investment that we do not own.

Our noncontrolling interests for the year ended Dec.

31, 2024, are composed of approximately 57 % of outstanding EnLink Units we did not own, Series B Preferred Units and the partially owned consolidated subsidiaries of EnLink.

See Note I for disclosures of our noncontrolling interests.

Investments in unconsolidated affiliates are accounted for using the equity method if we have the ability to exercise significant influence over operating and financial policies of our investee.

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The premium or excess cost over underlying fair value of net assets is referred to as equity-method goodwill.

The portion of the basis difference that is attributable to our equity-method goodwill has not been

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The portion of the basis difference that is attributable to our equity-method goodwill is not amortized.

Impairment of equity investments is recorded when the impairments are other than temporary.

These amounts are recorded as investments in unconsolidated affiliates on our accompanying Consolidated Balance Sheets.

See Note N for disclosures of our unconsolidated affiliates.

See Note O for disclosures of our unconsolidated affiliates.

Distributions paid to us from our unconsolidated affiliates are classified as operating activities on our Consolidated Statements of Cash Flows until the cumulative distributions exceed our proportionate share of income from the unconsolidated affiliate since the date of our initial investment.

The amount of cumulative distributions paid to us that exceeds our cumulative proportionate share of income in each period represents a return of investment and is classified as an investing activity on our Consolidated Statements of Cash Flows.

Variable Interest Entities (VIE) - We evaluate all legal entities in which we hold an ownership interest to determine if the entity is a VIE.

Variable interests are ownership interests in an entity that change with changes in the fair value of the VIE’s assets.

When we conclude that we hold an interest in a VIE, we must determine if we are the entity’s primary beneficiary.

A primary beneficiary is deemed to have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance.

We consolidate any VIE when we determine that we are the primary beneficiary.

Significant judgment is exercised in determining that a legal entity is a VIE and in evaluating our interest in a VIE.

We use primarily a qualitative analysis to determine if an entity is a VIE.

We evaluate our interests in a VIE to determine whether we are the primary beneficiary.

We continually monitor our interests in legal entities for changes in the design or activities of an entity and changes in our interests, including our status as the primary beneficiary to determine if the changes require us to revise our previous conclusions.

See Note J for our VIE disclosures.

Use of Estimates - The preparation of our Consolidated Financial Statements and related disclosures in accordance with GAAP requires us to make estimates and assumptions with respect to values or conditions that cannot be known with certainty that affect the reported amounts on our Consolidated Financial Statements.

Items that may be estimated include, but are not limited to, the economic useful life of assets, fair value of assets, liabilities and equity-method investments, obligations under employee benefit plans, allowance for credit losses, expenses for services received but for which no invoice has been received, provision for income taxes, including any deferred tax valuation allowances, the results of litigation and various other recorded or disclosed amounts.

In addition, a portion of our revenues and cost of sales and fuel are recorded based on current month prices and estimated volumes.

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Most of the contracts in our derivative portfolio are executed in liquid markets where price transparency exists.

Our financial commodity derivatives are primarily settled through a NYMEX or ICE clearing broker account with daily margin requirements.

Our financial commodity derivatives are primarily settled through a NYMEX or Intercontinental Exchange clearing broker account with daily margin requirements.

We validate our valuation inputs with third-party information and settlement prices from other sources, where available.

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• Level 2 - fair value measurements are based on significant observable pricing inputs, including quoted prices for similar assets and liabilities in active markets and inputs from third-party pricing services supported with corroborative evidence.

These balances are composed of exchange cleared and over-the-counter derivatives to hedge natural gas basis, NGLs, Refined Products and crude oil price risk and over-the-counter interest-rate derivatives.

These balances are composed of exchange cleared and over-the-counter derivatives to hedge natural gas, NGLs, Refined Products and crude oil price risk and over-the-counter interest-rate derivatives.

• Level 3 - fair value measurements are based on inputs that may include one or more unobservable inputs.

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See Note D for our fair value measurements disclosures.

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Cash and Cash Equivalents - Cash equivalents consist of highly liquid investments, which are readily convertible into cash and have original maturities of three months or less.

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However, the term between customer prepayments, completion of our performance obligations, invoicing and receipt of payment due is generally not significant.

Performance Obligations and Revenue Sources - Revenue sources are disaggregated in Note Q and are derived from commodity sales and services revenues, as described below:

Performance Obligations and Revenue Sources - Revenue sources are disaggregated in Note S and are derived from commodity sales and services revenues, as described below:

Commodity Sales (all segments) - We contract to deliver residue natural gas, unfractionated NGLs and/or Purity NGLs, Refined Products, condensate and crude oil to customers at a specified delivery point.

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These costs are included as a reduction to commodity sales revenue.

Gathering only contracts ( Natural Gas Gathering and Processing segment ) - Under this type of contract, we charge fees for providing midstream services, which include gathering and treating our customer’s natural gas.

Our performance obligation begins with delivery of raw natural gas to our system.

This service is treated as one performance obligation that is satisfied over time.

We use the output method based on delivery of product to our system as the measure of progress, as our services are performed simultaneously.

Fee with POP contracts with producer take-in-kind rights ( Natural Gas Gathering and Processing segment ) - Under this type of contract, we do not control the stream of unprocessed natural gas that we receive at the wellhead due to the producer’s take-in-kind rights.

We purchase a portion of the raw natural gas stream, charge fees for providing midstream services, which include gathering, treating, compressing and processing our customer’s natural gas.

After performing these services, we return primarily the residue natural gas to the producer, sell the remaining commodities and remit a portion of the commodity sales proceeds to the producer less our contractual fees.

After performing these services, we return certain commodities to the producer, sell the remaining commodities and remit a portion of the commodity sales proceeds to the producer less our contractual fees.

Our performance obligation begins with delivery of raw natural gas to our system.

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We use the output method based on delivery of product to our system as the measure of progress, as our services are performed simultaneously.

Transportation ,exchange and terminal service contracts ( Natural Gas Liquids and Refined Products and Crude segment ) - Under this type of contract, we charge fees for providing midstream services, which may include a bundled combination of one or more of the following services:

Transportation, exchange and terminal service contracts ( Natural Gas Liquids and Refined Products and Crude segments ) - Under this type of contract, we charge fees for providing midstream services, which may include a bundled combination of one or more of the following services:

gathering, transporting, terminalling, fractionation or other ancillary services.

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Other fees are recognized in revenue as those services are provided and are dependent on the volume moved, which is at our customer’s discretion.

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Firm service transportation contracts ( Natural Gas Pipelines segment ) - We reserve a stated transportation capacity and transport commodities for our customer.

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These fees and charges are not recorded until it is probable that a significant reversal of the associated revenue will not occur.

See Note P for our revenue disclosures.

Receivables from Customers - Substantially all of the balances in accounts receivable on our Consolidated Balance Sheet at Dec.

31, 2024, relate to customer receivables.

Substantially all of the balances in accounts receivable on our Consolidated Balance Sheet at Dec.

31, 2023, related to customer receivables, excluding the insurance receivable related to the legal proceeding described in Note P.

See Note R for our revenue disclosures.

Contract Assets and Contract Liabilities - Contract assets and contract liabilities are recorded when the amount of revenue recognized from a contract with a customer differs from the amount billed to the customer and recorded in accounts receivable.

Our contract asset balances at the beginning and end of the period primarily relate to our firm service transportation contracts with tiered rates, which are not material.

Our contract liabilities primarily represent deferred revenue on Refined Products and crude transportation contracts and NGL storage contracts for which revenue is recognized over a one-year term, and deferred revenue on contributions in aid of construction received from customers for which revenue is recognized over the contract periods, which range from 1 to 15 years.

Cost of Sales and Fuel - Cost of sales and fuel primarily includes (i) the cost of purchased commodities, including natural gas, NGLs, Refined Products, condensate and crude oil, (ii) fees incurred for third-party transportation, fractionation and storage of commodities, (iii) fuel and power costs incurred to operate our own facilities that gather, process, transport and store commodities, (iv) product gains and losses and (v) an offset from the contractual fees deducted from the cost of purchased commodities under the contract types below:

commodities, (iii) fuel and power costs incurred to operate our own facilities that gather, process, transport and store commodities, (iv) product gains and losses and (v) an offset from the contractual fees deducted from the cost of purchased commodities under the contract types below:

Fee with POP contracts with no producer take-in-kind rights (Natural Gas Gathering and Processing segment ) - We purchase raw natural gas and charge contractual fees for providing midstream services, which include gathering, treating, compressing and processing the producer’s natural gas.

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Outstanding customer receivables are reviewed regularly for possible nonpayment indicators, and allowances for credit losses are recorded based upon management’s estimate of collectability, current conditions and supportable forecasts at each balance sheet date.

At December 31, 2023, our allowance for credit losses was not material.

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31, 2024, our allowance for credit losses was not material.

Inventory - The values of current NGLs, natural gas, Refined Products and crude oil in storage are determined using the lower of weighted-average cost or net realizable value.

Materials and supplies are valued at average cost.

Certain large equipment inventory, which will ultimately be included in property, plant and equipment when utilized, is included in other assets in our Consolidated Balance Sheets and is valued at weighted-average cost.

Commodity Imbalances - In our Natural Gas Liquids and Natural Gas Pipelines segment, commodity imbalances represent amounts payable or receivable for NGL exchange contracts and natural gas pipeline imbalances and are valued at market prices.

Commodity Imbalances - In our Natural Gas Gathering and Processing, Natural Gas Liquids and Natural Gas Pipelines segments, commodity imbalances represent amounts payable or receivable for NGL exchange contracts and natural gas pipeline imbalances and are valued at market prices.

Under the majority of our NGL exchange agreements, we physically receive volumes of unfractionated NGLs, including the risk of loss and legal title to such volumes, from the exchange counterparty.

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Natural gas pipeline imbalances are settled in cash or in-kind, subject to the terms of the pipelines’ tariffs or by agreement.

In our Refined Products and Crude segment, commodity imbalances represent differences in product volumes in our pipeline systems and terminals, compared to the volumes of our customers’ inventories, as we do not take legal title to the products on our systems and terminals.

To the extent the product volumes differ from the volumes of our customers’ book inventories, we record adjustments to our product inventories.

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The realized revenues and purchase costs of our derivative instruments not considered held for trading purposes and derivatives that qualify as normal purchases or normal sales that are expected to result in physical delivery are reported on a gross basis.

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Cash flows from futures, forwards, options and swaps that are accounted for as hedges are included in the same category as the cash flows from the related hedged items in our Consolidated Statements of Cash Flows.

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Impairment of Goodwill and Long-Lived Assets, Including Intangible Assets and Equity Method Investments - We assess our goodwill for impairment at least annually as of July 1, unless events or changes in circumstances indicate an impairment may have occurred before that time.

Our qualitative goodwill impairment analysis performed as of July 1, 2023, did not result in an impairment charge nor did our analysis reflect any reporting units at risk, and subsequent to that date, no event has occurred indicating that the implied fair value of our reporting units with goodwill are less than the carrying value of their net assets.

Goodwill - As part of our goodwill impairment test, we assess qualitative factors (including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance) to determine whether it was more likely than not that the fair value of our reporting units with goodwill are less than their carrying amount.

Our qualitative goodwill impairment analysis performed as of July 1, 2024, did not result in an impairment charge nor did our analysis reflect any reporting units at risk, and subsequent to that date, no event has occurred indicating that the implied fair value of our reporting units are less than the carrying value of their net assets.

If further testing is necessary, or a quantitative test is elected, we perform a Step 1 analysis.

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The multiples used are consistent with recent market transactions.

Long-lived assets - We assess our long-lived assets for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable.

An impairment is indicated if the carrying amount of a long-lived asset exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset.

If an impairment is indicated, we record an impairment loss equal to the difference between the carrying value and the fair value of the long-lived asset.

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Long-lived assets - We assess our long-lived asset groups for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable.

An impairment is indicated if the carrying amount of a long-lived asset group exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset group.

If an impairment is indicated, we record an impairment loss equal to the difference between the carrying value and the fair value of the long-lived asset group.

Investments in unconsolidated affiliates - The impairment test for equity-method investments considers whether the fair value of the equity investment as a whole, not the underlying net assets, has declined and whether that decline is other than temporary.

Therefore, we periodically evaluate the amount at which we carry our equity-method investments to determine whether current events or circumstances warrant adjustments to our carrying values.

See Notes F, G and N for our disclosures and related impairment charges related to long-lived assets, goodwill and intangible assets and investments in unconsolidated affiliates, respectively.

Leases - We lease certain buildings, warehouses, office space, land and equipment, including pipeline equipment, rail cars and information technology equipment.

In addition, as a result of the Magellan Acquisition, we also lease tank and pipeline capacity.

See Notes F, G and O for our disclosures and related impairment charges related to long-lived assets, goodwill and intangible assets and investments in unconsolidated affiliates, respectively.

Leases - We lease certain buildings, warehouses, office space, land and equipment, including pipeline equipment, pipeline capacity, rail cars and information technology equipment.

In addition, as a result of the EnLink Controlling Interest Acquisition, we acquired lessee arrangements that primarily include office space, compression, field equipment and land.

Acquired office space lease arrangements typically include variable lease cost related to utility expenses, which are determined based on our pro-rata share of building expenses each month and are expensed as incurred.

Our lease payments are generally straight-line and the exercise of lease renewal options, which vary in term, is at our sole discretion.

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Our weighted-average discount rates represent the rate implicit in the lease or our incremental borrowing rate for a term equal to the remaining term of the lease.

Through ONEOK Leasing Company, L.L.C.

and ONEOK Parking Company, L.L.C., we own an office building and a parking garage and lease excess space in these facilities to affiliates and others.

In addition, as a result of the Magellan Acquisition, we also lease capacity, storage and service contracts.

We recognize fixed rental income on a straight-line basis over the life of the lease.

Variable rental payments are recognized as revenue in the period in which the circumstances on which the variable lease payments are based occur.

We have also made an accounting policy election for both our lessee and lessor arrangements to combine lease and non-lease components.

Our finance lease assets and liabilities are not material.

Our lessor arrangements primarily include capacity, storage and service contracts and are not material.

We have made an accounting policy election for both our lessee and lessor arrangements to combine lease and non-lease components.

This election is applied to all of our lease arrangements as our non-lease components do not result in significant timing differences in the recognition of rental expenses or income.

Our lease activities for the periods ended December 31, 2023 and 2022, are not material.

Regulation - Depending on the specific service provided, our natural gas transmission pipelines, NGL, Refined Products and crude oil pipelines and certain natural gas storage facilities are subject to rate regulation and/or accounting requirements by one or more of the FERC, OCC, KCC, RRC, Wyoming Public Service Commission and Colorado Public Utilities Commission.

Regulation - Depending on the specific service provided, our natural gas transmission pipelines, NGL, Refined Products and crude oil pipelines and certain natural gas storage facilities are subject to rate regulation and/or accounting requirements by one or more of the FERC, Oklahoma Corporation Commission, Kansas Corporation Commission, Louisiana Public Service Commission, Railroad Commission of Texas, Wyoming Public Service Commission and Colorado Public Utilities Commission.

Accordingly, portions of our Natural Gas Liquids and Natural Gas Pipelines segments follow the accounting and reporting guidance for regulated operations as defined pursuant to Financial Accounting Standards Board’s (FASB) Accounting Standards Codification 980, Regulated Operations.

During the rate-making process for certain of our assets, regulatory authorities set the framework for what we can charge customers for our services and establish the manner that our costs are accounted for, including allowing us to defer recognition of certain costs and permitting recovery of the amounts through rates over time as opposed to expensing such costs as incurred.

During the rate-making process for certain of our assets, regulatory

authorities set the framework for what we can charge customers for our services and establish the manner that our costs are accounted for, including allowing us to defer recognition of certain costs and permitting recovery of the amounts through rates over time as opposed to expensing such costs as incurred.

Certain examples of types of regulatory guidance include costs for fuel and losses, acquisition costs, contributions in aid of construction, charges for depreciation, and gains or losses on disposition of assets.

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A write-off of regulatory assets and costs not recovered may be required if all or a portion of the regulated operations have rates that are no longer (i) established by independent, third-party regulators and (ii) set at levels that will recover our costs when considering the demand and competition for our services.

Retirement and Other Postretirement Employee Benefits - We have legacy defined benefit retirement plans covering certain employees and former employees.

As a result of the Magellan Acquisition, we assumed the pension plan obligations of Magellan.

These obligations are composed of two defined benefit pension plans, including one for non-union employees and one for union employees.

We sponsor legacy welfare plans that provide postretirement medical and life insurance benefits to certain employees hired prior to 2017 who retire with at least five years of service of full-time consecutive service.

We also assumed the postretirement benefit obligations of Magellan which covers certain employees of Magellan.

Retirement and Other Postretirement Employee Benefits - We have a legacy ONEOK defined benefit retirement plan covering certain employees and former employees, as well as two defined benefit pension plans for non-union and union legacy Magellan employees.

We sponsor legacy ONEOK welfare plans that provide postretirement medical and life insurance benefits to certain employees hired prior to 2017 who retire with at least five years of service of full-time consecutive service.

We also sponsor the postretirement benefit obligations, which cover certain legacy Magellan employees.

The expense and liability related to these plans is calculated using statistical and other factors that attempt to anticipate future events.

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In determining the projected benefit obligations and costs, assumptions can change from period to period and may result in changes in the costs and liabilities we recognize.

See Note L for our retirement and other postretirement employee benefits disclosures.

Income Taxes - Deferred income taxes are provided for the difference between the financial statement and income tax basis of assets and liabilities and carryforward items based on income tax laws and rates existing at the time the temporary differences

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are expected to reverse.

See Note M for our retirement and other postretirement employee benefits disclosures.

Generally, the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date of the rate change.

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We file numerous consolidated and separate income tax returns with federal tax authorities of the United States along with the tax authorities of several states.

We are not under any United States federal audits or statute waivers at this time.

See Note M for our income taxes disclosures.

EnLink Midstream Operating, LP and EnLink Partners are both under federal audit by the Internal Revenue Service for the calendar years ended Dec.

31, 2019, and Dec.

31, 2020, and statute waivers are in place for these years.

At this time, we believe the audits will close without a material impact.

No other ONEOK entity is under any United States federal audits or statute waivers at this time.

See Note N for our income tax disclosures.

Asset Retirement Obligations - Asset retirement obligations represent legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset.

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Based on the widespread use of these products in the medical, transportation, synthetics and agriculture industries, as well as for residential and industrial customers and electric generation, we expect supply and demand to exist for the foreseeable future.

For our assets that we are able to make an estimate, the fair value of the liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset.

For assets in which we are able to make an estimate, the fair value of the liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset.

The liability is accreted at the end of each period through charges to operating expense.

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Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of a remediation feasibility study.

Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable.

Our expenditures for environmental evaluation, mitigation, remediation and compliance to date have not been material in relation to our financial position or results of operations, and our expenditures related to environmental matters did not have a material effect on earnings or cash flows during 2024, 2023 and 2022.

Actual results may differ from our estimates resulting in an impact, positive or negative, on earnings.

See Note O for additional discussion of contingencies.

See Note P for additional discussion of contingencies.

Share-Based Payments - We expense the fair value of share-based payments net of estimated forfeitures.

We estimate forfeiture rates based on historical forfeitures under our share-based payment plans.

See Note K for our share-based payments disclosures.

See Note L for our share-based payments disclosures.

Earnings per Common Share - Basic EPS is calculated based on the daily weighted-average number of shares of common stock outstanding during the period, vested restricted and performance units that have been deferred and share awards deferred under the compensation plan for non-employee directors.

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For fiscal-year periods, the dilutive components for each quarter are averaged to arrive at the fiscal year-to-date dilutive component.

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See Note J for our EPS disclosures.

Segment Reporting - Our chief operating decision maker reviews the financial performance of each of our four segments, as well as our financial performance as a whole, on a regular basis.

Adjusted EBITDA by segment is utilized in this evaluation.

See Note K for our EPS disclosures.

Segment Reporting - In accordance with the “Segment Reporting” Topic 280, our chief operating decision-maker has been identified as the chief executive officer, who reviews the financial performance of each of our four segments to make decisions about allocating resources and assessing our financial performance as a whole, on a regular basis.

Adjusted EBITDA by segment is the single measure of profit and loss utilized in this evaluation by our chief executive officer and is provided through monthly and quarterly review packages.

Forecasted and actual adjusted EBITDA is used in the evaluation and approval of capital projects.

We believe this financial measure is useful because it and similar measures are used by many companies in our industry as a measurement of financial performance and are commonly employed by financial analysts and others to evaluate our financial performance and to compare financial performance among companies in our industry.

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This calculation may not be comparable with similarly titled measures of other companies.

See Note Q for our segments disclosures.

Recently Issued Accounting Standards Update - Changes to GAAP are established by the FASB in the form of ASUs to the FASB Accounting Standards Codification.

See Note S for our segments disclosures.

Recently Issued Accounting Standards Update - Changes to GAAP are established by the FASB in the form of Accounting Standards Update (ASUs) to the FASB Accounting Standards Codification.

We consider the applicability and impact of all ASUs.

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The standard also requires disclosing an amount of other segment items as well as all annual disclosures in interim periods.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of this standard on us.

ASU 2023-07 is effective for fiscal years beginning after Dec.

15, 2023, and for interim periods within fiscal years beginning after Dec.

15, 2024, with early adoption permitted.

The adoption of this standard did not materially impact us.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

ASU 2023-09 is effective for fiscal years beginning after Dec.

15, 2024, with early adoption permitted.

We do not expect the adoption of this standard to materially impact us.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which requires public entities to provide disaggregated information for certain types of costs and expenses included in each income statement caption, such as inventory purchases, employee compensation, depreciation, intangible asset amortization and depletion.

ASU 2024-03 is effective for fiscal years beginning after Dec.

15, 2026, and interim periods beginning after Dec.

15, 2027, with early adoption permitted.

We are currently evaluating the impact of this standard on us.

MAGELLAN ACQUISITION

On September 25, 2023, we completed the Magellan Acquisition.

The acquisition strategically diversifies our complementary asset base and allows for significant expected synergies.

Pursuant to the Merger Agreement, each common unit of Magellan was exchanged for a fixed ratio of 0.667 shares of ONEOK common stock and $ 25.00 of cash, for a total consideration of $ 14.1 billion.

In addition, we assumed Magellan’s debt with a fair value of $ 4.0 billion.

We issued approximately 135 million shares of common stock, with a fair value of approximately $ 9.0 billion as of the closing date of the Magellan Acquisition.

We funded the cash portion of the acquisition with an underwritten public offering of $ 5.25 billion senior unsecured notes.

In connection with the underwritten public offering, we terminated the undrawn commitment letter for the $ 5.25 billion unsecured 364-day bridge loan facility.

ACQUISITIONS AND DIVESTITURES

EnLink Controlling Interest Acquisition - On Oct.

15, 2024, we completed the EnLink Controlling Interest Acquisition, acquiring GIP’s interest in EnLink consisting of approximately 43 % of the outstanding EnLink Units for $ 14.90 in cash per unit and 100 % of the outstanding limited liability company interests in the managing member of EnLink for $ 300 million, for total cash consideration of $ 3.3 billion.

Through our 100 % ownership of the managing member of EnLink, we obtained control of EnLink.

We used a portion of the proceeds from our September 2024 underwritten public offering of $ 7.0 billion senior unsecured notes to fund this acquisition.

For additional information on our long-term debt, see Note H.

Magellan’s operations are principally composed of transportation, storage and distribution of Refined Products, certain NGLs and crude oil.

The assets acquired include 9,800 miles of Refined Products pipelines, 1,000 miles of crude oil pipelines, 54 Refined Products terminals, two marine terminals and 91 MMBbl of operating storage capacity.

We also acquired ownership interests in Magellan’s eight unconsolidated affiliates.

In conjunction with the Magellan Acquisition, Magellan’s results of operations are reported within our new Refined Products and Crude segment, consistent with how information is presented to our chief operating decision maker.

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The Magellan Acquisition was accounted for using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair values on the acquisition date.

Determining the fair value of acquired assets and liabilities assumed requires management’s judgment and the use of independent valuation specialists.

EnLink’s operations are principally composed of providing midstream services relating to natural gas, NGLs and crude oil.

The assets of EnLink include approximately 14,000 miles of pipeline and rights of way, natural gas processing plants with approximately 3.9 Bcf/d of processing capacity, NGL fractionators with approximately 235 MBbl/d of operating capacity, barge and rail terminals, product storage facilities, including natural gas storage, purchasing and marketing capabilities and equity investments in certain joint ventures.

EnLink’s operations are now reported across all four of our existing operating segments, allocated by the nature of the commodities and services provided.

This acquisition meaningfully increases our scale and integrated value chain within the growing Permian Basin while expanding and extending our asset bases in the Mid-Continent, North Texas and Louisiana regions.

We accounted for this acquisition using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date.

Any excess of consideration to be transferred over the estimated fair value of assets acquired and liabilities assumed is recorded as goodwill.

Determining the fair value of acquired assets and liabilities assumed requires management to make estimates, assumptions and judgments, and in some cases, management may also utilize third-party specialists to assist and advise on those estimates.

The purchase price allocation presented below is substantially complete.

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The following tables set forth the acquisition consideration and preliminary purchase price allocation of assets acquired and liabilities assumed:

At September 25, 2023

(Millions of dollars and units, except per unit data)

EnLink Units outstanding

43 % of EnLink Units outstanding

Cash consideration per EnLink unit $ 14.90

Cash consideration for EnLink Units $ 2,985

100 % of the outstanding liability company interests in the managing member of EnLink

Total cash consideration $ 3,285

Assets acquired:

(Millions of dollars)

Cash and cash equivalents $ 446

Accounts receivables, net

Inventories 87

Other current assets 38

Property, plant and equipment 11,396

Investments in unconsolidated affiliates 342

Intangible assets 1,051

Total assets acquired 14,039

Liabilities assumed:

Current maturities of long-term debt

Accounts payable 465

Other current liabilities (a)

Long-term debt, excluding current maturities 4,577

Deferred income taxes

Other deferred credits and liabilities

Total liabilities assumed 8,395

Noncontrolling interests

Total identifiable net assets 568

Goodwill 2,717

Total purchase price $ 3,285

(a) - Includes obligation to repay Series C Preferred Units.

Property, plant and equipment:

Property, plant and equipment consists primarily of pipeline and rights of way, pipeline-related equipment and processing plant and fractionators and will be depreciated on a straight-line basis over the estimated useful lives of the assets.

Intangible assets:

The preliminary value of net identifiable intangible assets relates to customer relationships that will be amortized over the period of expected benefit.

Long-term debt, excluding current maturities:

We utilized publicly traded prices to estimate the fair value.

The debt comprises senior unsecured obligations with varying maturities and interest rates as outlined in Note H.

Recognizing the debt at its acquisition date fair value resulted in a discount from the notional value.

The discount was immaterial and will be amortized into interest expense over the remaining life of the debt.

Deferred income taxes:

The EnLink Controlling Interest Acquisition resulted in a difference between the carrying value of the underlying assets acquired and the carryover tax basis of assets, which resulted in a deferred tax liability recorded as part of the purchase price allocation.

We established deferred income tax liabilities resulting from carryover tax basis, which increased goodwill.

The remainder of the goodwill balance primarily represents commercial synergies.

Goodwill will not be deductible for tax purposes.

For additional information on goodwill, see Note G.

Noncontrolling interest:

Represents the approximately 57 % of EnLink Units not acquired in the EnLink Controlling Interest Acquisition, valued at the acquisition date closing price of EnLink, the Series B Preferred Units and partially owned consolidated subsidiaries.

Results of operations:

The results of operations attributable to the EnLink Controlling Interest Acquisition have been included in our Consolidated Financial Statements since the date of acquisition through Dec.

Revenue and income before income taxes attributable to the net assets acquired for the period Oct.

15, 2024, through Dec.

31, 2024, were $ 1.5 billion and $ 173 million, respectively.

Subsequent event - On Jan.

31, 2025, we completed the EnLink Acquisition.

Pursuant to the EnLink Merger Agreement, we acquired all of the EnLink outstanding publicly held common units in a fixed ratio exchange of 0.1412 shares of ONEOK Common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing.

We issued 41 million shares of common stock, with a fair value of $ 4.0 billion.

EnLink is now a wholly owned subsidiary.

As we controlled EnLink prior to the EnLink Acquisition, the change in our ownership interest was accounted for as an equity transaction.

Medallion Acquisition - On Oct.

31, 2024, we completed the Medallion Acquisition with GIP, acquiring all of the equity interests in Medallion for total cash consideration of $ 2.6 billion, inclusive of the purchase of additional interests in a Medallion joint venture owned by a separate third party.

We used a portion of the proceeds from our September 2024 underwritten public offering of $ 7.0 billion senior unsecured notes to fund this acquisition.

For additional information on our long-term debt, see Note H.

This acquisition expands our midstream services for crude oil and condensate in West Texas, specifically the Midland Basin.

The assets of Medallion include crude oil gathering and transportation pipelines and crude oil storage facilities.

Medallion’s assets and operations are reported in our Refined Products and Crude segment.

Any excess of consideration to be transferred over the estimated fair value of assets acquired and liabilities assumed will be recorded as goodwill.

Determining the fair value of acquired assets and liabilities assumed requires management to make estimates, assumptions and judgments, and in some cases management may also utilize third-party specialists to assist and advise on those estimates.

The purchase price allocation presented below is substantially complete.

However, management continues to refine the preliminary valuation of certain assets acquired and liabilities assumed, such as working capital liabilities and long-lived assets, and may adjust the allocation in subsequent periods.

The final valuation will be completed as we obtain the information necessary to complete the analysis, but no later than one year from the acquisition date.

The following table sets forth the preliminary purchase price allocation of assets acquired and liabilities assumed:

Assets acquired:

(Millions of dollars)

Cash and cash equivalents $ 36

Accounts receivables, net

Inventories 21

Other current assets 2

Property, plant and equipment 1,600

Intangible assets 730

Total assets acquired 2,506

Liabilities assumed:

Accounts payable 103

Other current liabilities 5

Other deferred credits and liabilities

Total liabilities assumed 148

Total identifiable net assets 2,358

Total purchase price $ 2,617

Property, plant and equipment:

Property, plant and equipment consists primarily of pipeline and pump station equipment and will be depreciated on a straight-line basis over the estimated useful lives of the assets.

Intangible assets:

The preliminary value of net identifiable intangible assets relates to customer relationships that will be amortized over the period of expected benefit.

Goodwill represents commercial synergies, and is expected to be fully deductible for tax purposes.

For additional information on goodwill, see Note G.

Results of operations:

The results of operations attributable to the Medallion Acquisition have been included in our Consolidated Financial Statements since the date of acquisition through Dec.

Revenue and income before income taxes attributable to the net assets acquired for the period Nov.

1, 2024, through Dec.

31, 2024, were $ 256 million and $ 43 million, respectively.

Gulf Coast NGL Pipelines Acquisition - On June 17, 2024, we completed the acquisition of a system of NGL pipelines from Easton Energy, a Houston-based midstream company, for approximately $ 280 million.

This acquisition in our Natural Gas Liquids segment includes approximately 450 miles of liquids products pipelines located in the strategic Gulf Coast market centers for NGLs, Refined Products and crude oil.

A portion of the Easton assets are already connected to our Mont Belvieu assets.

We expect to add connections to our Houston-based assets beginning in mid-2025 through the end of 2025.

Interstate Natural Gas Pipeline Divestiture - On Dec.

31, 2024, we sold three of our wholly owned interstate natural gas pipeline systems to DT Midstream, Inc.

for total cash consideration of $ 1.2 billion and recognized a gain of $ 227 million in other operating income, net, within the Consolidated Statement of Income.

This transaction aligns and enhances our capital allocation priorities within our integrated value chain.

These pipeline systems have previously been reported in our Natural Gas Pipelines segment.

Magellan Acquisition - On Sept.

25, 2023, we completed the Magellan Acquisition.

This acquisition strategically diversifies our complementary asset base and allows for significant expected synergies as a combined entity.

Each common unit of Magellan was exchanged for a fixed ratio of 0.667 shares of ONEOK common stock and $ 25.00 of cash, for a total consideration of $ 14.1 billion.

A total of approximately 135 million shares of common stock were issued, with a fair value of approximately $ 9.0 billion as of the closing date of the Magellan Acquisition.

We funded the cash portion of this acquisition with an underwritten public offering of $ 5.25 billion senior unsecured notes.

For additional information on our long-term debt, please see Note H.

Determining the fair value of acquired assets and liabilities assumed requires management’s judgment and the use of independent valuation specialists.

The following tables set forth the acquisition consideration and final purchase price allocation of assets acquired and liabilities assumed:

(Millions of dollars and shares/units, except per share/unit data)

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Shares of ONEOK common stock issued

ONEOK common stock closing price on September 25, 2023 $ 66.54

ONEOK common stock closing price on Sept.

25, 2023 $ 66.54

Fair value of common stock issued

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Total consideration

At September 25, 2023

Assets acquired:

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Total purchase price $ 14,114

(a) - Includes contingent liabilities, primarily related to the amounts accrued for the Corpus Christi matter described in Note O.

Amounts relating to the Corpus Christi matter are offset fully by insurance receivables, and we expect future losses in excess of amounts accrued, if any, to be recoverable through insurance.

During the period ended December 31, 2023, we further refined our valuation assumptions of assets acquired and liabilities assumed.

As a result, we recorded measurement period adjustments resulting in an increase to identifiable net assets and a decrease to goodwill of $ 729 million, due primarily to an increase in the fair value of intangible assets and property, plant and equipment of $ 479 million and $ 189 million, respectively.

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(a) - Includes contingent liabilities, primarily related to the amounts accrued for the Corpus Christi matter described in Note P.

In 2024, we recorded adjustments to the preliminary purchase price allocation that resulted in an increase to goodwill of $ 165 million due to additional information received during the measurement period.

The adjustment is due primarily to a decrease in property, plant and equipment of approximately $ 100 million, and an increase to certain contingencies that existed as of the acquisition date.

Property, plant and equipment:

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Goodwill primarily represents expected tax benefits from future depreciation and amortization of acquired assets and commercial synergies, and is expected to be fully deductible for tax purposes.

Results of Operations

The results of operations attributable to the Magellan Acquisition have been included in our Consolidated Financial Statements since the date of the acquisition through December 31, 2023.

Revenue and income before income taxes attributable to the net assets acquired for the period September 25, 2023, through December 31, 2023, were $ 1.1 billion and $ 361 million, respectively.

For the year ended December 31, 2023, we recognized approximately $ 179 million of expensed transaction costs associated with the Magellan Acquisition, as outlined in the table below.

These non-recurring costs are primarily related to advisory fees, severance and settlement of share-based awards for certain Magellan employees, as well as bridge facility commitment fees.

The following table sets forth the impact of acquisition related transaction costs in our Consolidated Statements of Income as of the period indicated:

For additional information on goodwill, see Note G.

Transaction Costs - The following table sets forth the impact of acquisition related transaction costs in our Consolidated Statements of Income as of the periods indicated:

(Millions of dollars)

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Interest expense

Pro Forma Financial Information

The following table sets forth the unaudited supplemental pro forma financial information for the years ended December 31, 2023 and 2022, as if we had completed the Magellan Acquisition on January 1, 2022:

(a) - Primarily non-recurring costs related to advisory fees and bridge commitment fees associated with the EnLink Controlling Interest Acquisition and Medallion Acquisition.

(b) - Primarily non-recurring costs related to advisory fees, severance and settlement of share based awards for certain Magellan employees and integrations costs, as well as bridge facility commitment fees associated with the Magellan Acquisition.

Pro Forma Financial Information (unaudited)

The following table sets forth the unaudited supplemental pro forma financial information for the years ended Dec.

31, 2024, 2023 and 2022, as if we had completed the Magellan Acquisition on Jan.

1, 2022, and the EnLink Controlling Interest Acquisition and the Medallion Acquisition on Jan.

Year Ended Dec.

EnLink Controlling Interest Acquisition Pro Forma Medallion Acquisition Pro Forma Combined

(Millions of dollars)

Revenue $ 19,999 $ 25,349

Revenues $ 21,698 $ 4,891 $ 1,078 $ 27,667

Net income $ 3,112 $ 288 $ 81 $ 3,481

Year Ended Dec.

Pro Forma EnLink Controlling Interest Acquisition Pro Forma Medallion Acquisition Pro Forma Magellan Acquisition Pro Forma Combined

(Millions of dollars)

Revenues $ 17,677 $ 6,671 $ 947 $ 2,322 $ 27,617

Net income $ 2,659 $ 383 $ ( 16 ) $ 232 $ 3,258

The summarized unaudited pro forma information reflects the following adjustments:

• Reflects depreciation and amortization based on the preliminary fair values of property, plant and equipment, and intangible assets;

• Reflects $ 179 million of non-recurring transaction costs incurred for the year ended December 31, 2023, respectively, that were reclassified and included in pro forma net income for the year ended December 31, 2022, as if they had been incurred on January 1, 2022;

• Reflects interest expense related to the underwritten public offering of $ 5.25 billion senior unsecured notes used to fund the cash consideration and other costs related to the Magellan Acquisition;

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• Reflects the amortization of the debt discount to fair value of the Magellan long-term debt assumed;

• Reflects the amortization of excess fair value of the replacement share-based awards;

• Reflects non-recurring transaction costs incurred presented above that were reclassified and included in pro forma net income as if they had been incurred as of the earliest period presented for each respective acquisition;

• Reflects interest expense related to the underwritten public offerings of senior unsecured notes used to fund the cash consideration and other costs related to the acquisitions;

• Reflects the amortization of excess fair value of Magellan and EnLink share-based awards;

• Reflects the income tax effect of the pro forma adjustments;

• Excludes the impact of historical activity between ONEOK and Magellan.

The unaudited pro forma financial information for the year ended December 31, 2023, includes a one-time operational gain of $ 779 million related to insurance proceeds on the Medford incident.

The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of our operating results that would have occurred had the transaction been completed at the beginning of the period presented, nor is it necessarily indicative of future results.

• Reflects the elimination of historical activity between ONEOK, EnLink and Medallion.

MEDFORD INCIDENT

On July 9, 2022, a fire occurred at our 210 MBbl/d Medford, Oklahoma, natural gas liquids fractionation facility.

Beginning in August 2022, we developed claims related to the Medford incident and recorded accruals for the expected insurance recoveries.

We assessed incurred costs and lost earnings related to business interruption and property damage to our facility, as well as timing of recognition under applicable insurance recovery guidance, and recorded accruals of $ 151 million in 2022 for insurance recoveries that offset our incurred costs and losses.

In January 2023, we reached an agreement with our insurers to settle all claims for physical damage and business interruption related to the Medford incident.

In 2022, a fire occurred at our 210 MBbl/d Medford, Oklahoma, NGL fractionation facility.

In the first quarter of 2023, we reached an agreement with our insurers to settle all claims for physical damage and business interruption related to the Medford incident.

Under the terms of the settlement agreement, we agreed to resolve the claims for total insurance payments of $ 930 million, $ 100 million of which was received in 2022.

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The proceeds serve as settlement for property damage, business interruption claims to the date of the settlement and as payment in lieu of future business interruption insurance claims.

In the first quarter of 2023, we applied the $ 830 million received to our outstanding insurance receivable at December 31, 2022, of $ 51 million, and recorded an operational gain for the remaining $ 779 million in other income, net, within the Consolidated Statement of Income.

We applied the $ 830 million received to our outstanding insurance receivable at Dec.

31, 2022, of $ 51 million, and recorded an operational gain for the remaining $ 779 million in other operating income, net, within the Consolidated Statement of Income.

We classified proceeds received within the Consolidated Statement of Cash Flows based on our assessment of the nature of the loss (property and business interruption) included in the settlement.

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Recurring Fair Value Measurements - The following tables set forth our recurring fair value measurements as of the dates indicated:

December 31, 2023

Level 1 Level 2 Level 3 Total - Gross Netting (a) Total - Net

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We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us.

At December 31, 2023, we posted no cash and held cash of $ 41 million with various counterparties, which offsets our derivative net asset position under master netting arrangements as shown in the table above.

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December 31, 2022

31, 2024, we held no cash and posted cash of $ 45 million with a counterparty, including $ 10 million of cash collateral that is offsetting derivative net liability positions under master-netting arrangements in the table above.

The remaining $ 35 million of cash collateral in excess of derivative liability positions is included in other current assets in our Consolidated Balance Sheet.

Level 1 Level 2 Level 3 Total - Gross Netting (a) Total - Net

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Commodity contracts $ 109 $ 68 $ — $ 177 $ ( 125 ) $ 52

Interest-rate contracts — 11 — 11 — 11

Total derivative assets $ 109 $ 68 $ — $ 177 $ ( 125 ) $ 52

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We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us.

At December 31, 2022, we held no cash and posted $ 9 million of cash with various counterparties, which is included in other current assets in our Consolidated Balance Sheet.

The following table sets forth a reconciliation of our Level 3 fair value measurements for the periods indicated:

Derivative Assets (Liabilities) 2023 2022

( Millions of dollars )

Net liabilities at beginning of period $ — $ ( 114 )

Total changes in fair value:

Settlements included in net income (a) — 100

Transfers out of Level 3 derivatives — ( 49 )

New Level 3 derivatives included in other comprehensive income (b) — 56

Unrealized change included in other comprehensive income (b) — 7

Net liabilities at end of period $ — $ —

(a) - Included in commodity sales revenues/cost of sales and fuel in our Consolidated Statements of Income.

(b) - Included in change in fair value of derivatives in our Consolidated Statements of Comprehensive Income.

During the year ended December 31, 2022, we transferred out of Level 3 commodity derivatives associated with certain locations for NGL swaps, principally due to improved transparency of market prices as a result of the volume and frequency of transactions in these markets.

We consider the valuation of these commodity derivatives, which are transacted through a clearing broker and valued with an unadjusted published price from an exchange, as a Level 2 valuation.

31, 2023, we posted no cash and held cash of $ 41 million with various counterparties, which offsets our derivative net asset position under master-netting arrangements as shown in the table above.

Other Financial Instruments - The approximate fair value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings is equal to book value due to the short-term nature of these items.

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We have investments associated with our supplemental executive retirement plan and nonqualified deferred compensation plan that are carried at fair value and primarily are composed of mutual funds, municipal bonds and other fixed income securities classified as Level 1 and Level 2.

The estimated fair value of our consolidated long-term debt, including current maturities, was $ 21.4 billion and $ 12.7 billion at December 31, 2023 and 2022, respectively.

The book value of our consolidated long-term debt, including current maturities, was $ 21.7 billion and $ 13.6 billion at December 31, 2023 and 2022, respectively.

The estimated fair value of our consolidated long-term debt, including current maturities, was $ 30.8 billion and $ 21.4 billion at Dec.

31, 2024 and 2023, respectively.

The book value of our consolidated long-term debt, including current maturities, was $ 32.1 billion and $ 21.7 billion at Dec.

31, 2024 and 2023, respectively.

The estimated fair value of the aggregate senior notes outstanding was determined using quoted market prices for similar issues with similar terms and maturities.

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RISK-MANAGEMENT AND HEDGING ACTIVITIES USING DERIVATIVES

Risk-management Activities - We are sensitive to changes in natural gas, NGLs and crude oil prices, principally as a result of contractual terms under which these commodities are processed, purchased and sold.

As a result of the Magellan Acquisition, we are also sensitive to changes in Refined Products prices.

Risk-management Activities - We are sensitive to changes in the prices of natural gas, NGLs, Refined Products and crude oil, principally as a result of contractual terms under which these commodities are processed, purchased and sold.

We are also subject to the risk of interest-rate fluctuation in the normal course of business.

We use physical-forward purchases and sales and financial derivatives to secure a certain price for a

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portion of our natural gas, NGLs, Refined Products, condensate and crude oil purchases and sales;

We use physical-forward purchases and sales and financial derivatives to secure a certain price for a portion of our natural gas, NGLs, Refined Products, condensate and crude oil purchases and sales;

to reduce our exposure to commodity price and interest-rate fluctuations;

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We have not used these instruments for trading purposes.

Commodity price risk - Commodity price risk refers to the risk of loss in cash flows and future earnings arising from adverse changes in the price of natural gas, NGLs, Refined Products, condensate and crude oil.

We may use the following commodity derivative instruments to reduce the near-term commodity price risk associated with a portion of our forecasted purchases and sales of these commodities:

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Options may either be standardized and exchange-traded or customized and nonexchange-traded;

• Collar - Combination of a purchased put option and a sold call option, which places a floor and ceiling price for commodity sales being hedged.

• Collars - Combination of a purchased put option and a sold call option, which places a floor and ceiling price for commodity sales being hedged.

We may also use other instruments to mitigate commodity price risk.

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To the extent that commodity price risk in our Natural Gas Pipelines segment is not mitigated by fuel cost-recovery mechanisms, we may use physical-forward sales or purchases to reduce the impact of natural gas price fluctuations.

At December 31, 2023 and 2022, there were no financial derivative instruments with respect to our natural gas pipeline operations.

31, 2024 and 2023, there were no financial derivative instruments with respect to our natural gas pipeline operations.

In our Refined Products and Crude segment, we are primarily exposed to commodity price risk from our liquids blending and marketing activities, as well as product retained during the operations of our pipelines and terminals.

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Treasury locks are agreements to pay the difference between the benchmark Treasury rate and the rate that is designated in the terms of the agreement.

In the second quarter of 2023, we entered into $ 1.1 billion of Treasury locks to hedge the variability of interest payments on a portion of our forecasted debt issuances.

In the third quarter of 2023, we settled all of our $ 1.1 billion Treasury locks related to our underwritten public offering of $ 5.25 billion senior unsecured notes

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associated with the Magellan Acquisition resulting in a gain of $ 43 million, which is included in accumulated other comprehensive loss and amortized into interest expense over the term of the related debt.

In the third quarter of 2024, we entered into $ 1.5 billion of Treasury locks to hedge the variability of interest payments on a portion of our forecasted debt issuances.

In the same quarter, we settled all of our $ 1.5 billion Treasury locks related to our underwritten public offering of $ 7.0 billion senior unsecured notes associated with the EnLink Controlling Interest Acquisition and Medallion Acquisition.

All of our Treasury locks were designated as cash flow hedges.

31, 2024, and Dec.

31, 2023, we h ad no outsta nding Treasury lock agreements.

Interest-rate swaps are agreements to exchange interest payments at some future point based on specified notional amounts.

In 2023, we settled all of our $ 0.4 billion forward-starting interest-rate swaps related to our underwritten public offerings of $ 5.25 billion senior unsecured notes associated with the Magellan Acquisition resulting in a gain of $ 44 million, which is included in accumulated other comprehensive loss and amortized into interest expense over the term of the related debt.

All of our interest-rate swaps were designated as cash flow hedges.

EnLink previously entered into $ 400 million interest rate swaps associated with the EnLink Revolving Credit Facility and the EnLink AR Facility.

In December 2024, EnLink terminated the $ 400 million interest rate swaps upon repayment of outstanding amounts under the EnLink Revolving Credit Facility and the termination of the EnLink AR Facility.

31, 2024, and Dec.

31, 2023, we h ad no outsta nding interest-rate swap agreements.

Fair Values of Derivative Instruments - See Note A for a discussion of the inputs associated with our fair value measurements.

The following table sets forth the fair values of our derivative instruments presented on a gross basis as of the dates indicated:

December 31, 2023 December 31, 2022

31, 2024 Dec.

Location in our Consolidated Balance Sheets Assets (Liabilities) Assets (Liabilities)

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Derivatives designated as hedging instruments

Commodity contracts (a) Other current assets $ 163 $ ( 78 ) $ 160 $ ( 123 )

Other assets — — 6 ( 1 )

Interest-rate contracts Other current assets — — 11 —

Commodity contracts (a)(b) Other current assets $ 39 $ ( 47 ) $ 163 $ ( 78 )

Total derivatives designated as hedging instruments 39 ( 47 ) 163 ( 78 )

Derivatives not designated as hedging instruments

Commodity contracts (a) Other current assets 14 ( 6 ) 1 ( 1 )

Commodity contracts (a)(b) Other current assets/liabilities

36 ( 33 ) 14 ( 6 )

Other deferred credits

Total derivatives not designated as hedging instruments 36 ( 39 ) 14 ( 6 )

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(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us.

(b) - At Dec.

31, 2024, our derivative net liability positions under master-netting arrangements for financial commodity contracts were offset by cash collateral of $ 10 million.

Notional Quantities for Derivative Instruments - The following table sets forth the notional quantities for derivative instruments held as of the dates indicated:

2023 December 31,

Type Net Purchased/Payor (Sold/Receiver)

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-Natural gas ( Bcf )

Futures ( 16.0 ) ( 39.3 )

Futures and swaps ( 12.2 ) ( 16.0 )

-NGLs, Refined Products and crude oil (MMBbl)

Futures and swaps ( 12.2 ) ( 14.5 )

-Power (Gigawatt hour)

Futures and swaps — 22.1

-Natural gas ( Bcf )

Futures ( 16.0 ) ( 39.3 )

Interest-rate contracts ( Billions of dollars )

Swaps $ — $ 0.4

Futures and swaps ( 11.2 ) ( 16.0 )

Derivatives not designated as hedging instruments:

-Natural gas ( Bcf )

Futures ( 0.7 ) ( 0.1 )

Futures and swaps ( 8.0 ) ( 0.7 )

-NGLs, Refined Products and crude oil (MMBbl)

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-Natural gas ( Bcf )

Futures ( 0.7 ) ( 0.1 )

Futures and swaps ( 3.7 ) ( 0.7 )

-NGLs, Refined Products, and crude oil (MMBbl)

Futures and swaps ( 0.2 ) ( 0.1 )

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Cash Flow Hedges - At December 31, 2023 and 2022, the accumulated other comprehensive income (loss) relating to risk-management assets and liabilities, net of taxes, was $ 31 million and $( 58 ) million, respectively.

The following table sets forth information about the balance of accumulated other comprehensive loss at December 31, 2023, representing unrealized gains (losses) related to risk-management assets and liabilities, net of tax:

Assets/Liabilities

( Millions of dollars )

Commodity derivative instruments expected to be realized within the next 36 months (a) $ 63

Settled interest-rate swaps and Treasury locks to be recognized over the life of the long-term, fixed-rate debt (b) ( 32 )

Accumulated other comprehensive income at December 31, 2023

(a) - Based on commodity prices on December 31, 2023, we expect net gains of $ 63 million, net of tax, will be reclassified into earnings during the next 12 months.

The remaining forecasted gains and losses have offsetting positions and are immaterial.

(b) - We expect net losses of $ 15 million, net of tax, will be reclassified into earnings during the next 12 months.

-Natural gas ( Bcf )

Futures and swaps ( 0.2 ) —

Cash Flow Hedges - At Dec.

31, 2024 and 2023, the accumulated other comprehensive income (loss) relating to risk-management assets and liabilities, net of taxes, was $( 38 ) million and $ 31 million, respectively.

Corresponding unrealized gains (losses) related to risk-management assets and liabilities at Dec.

31, 2024, are not material.

The following table sets forth the unrealized change in fair value of cash flow hedges in other comprehensive income (loss) for the periods indicated:

Years Ended December 31,

Years Ended Dec.

2024 2023 2022

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Accumulated Other Comprehensive Loss into

Years Ended December 31,

Years Ended Dec.

2024 2023 2022

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We maintain credit policies with regard to our counterparties that we believe minimize credit risk.

These policies include an evaluation of potential counterparties’ financial condition (including credit ratings, bond yields and credit default swap rates), collateral requirements under certain circumstances and the use of standardized master-netting agreements that allow us to net the positive and negative exposures associated with a single counterparty.

standardized master-netting agreements that allow us to net the positive and negative exposures associated with a single counterparty.

We use internally developed credit ratings for counterparties that do not have a credit rating.

Our financial commodity derivatives are primarily settled through a NYMEX or ICE clearing broker account with daily margin requirements.

Our financial commodity derivatives are primarily settled through a NYMEX or Intercontinental Exchange clearing broker account with daily margin requirements.

However, we may enter into financial derivative instruments that contain provisions that require us to maintain an investment-grade credit rating from S&P, Fitch and/or Moody’s.

If our credit ratings on our senior unsecured long-term debt were to decline below investment grade, the counterparties to the derivative instruments could request collateralization on derivative instruments in net liability positions.

There were no financial derivative instruments with contingent features related to credit risk at December 31, 2023.

The counterparties to our derivative contracts typically consist of major energy companies, financial institutions and commercial and industrial end users.

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Based on our policies, exposures, credit and other reserves, we do not anticipate a material adverse effect on our financial position or results of operations as a result of counterparty nonperformance.

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At December 31, 2023, the credit exposure from our derivative assets is with investment-grade companies in the financial services sector.

31, 2024, the credit exposure from our derivative assets is with investment-grade companies in the financial services sector.

PROPERTY, PLANT AND EQUIPMENT

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Estimated Useful

Lives (Years) December 31,

2023 December 31,

Lives (Years) Dec.

(Millions of dollars )

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Net property, plant and equipment $ 45,935 $ 32,697

The depreciation expense for the years ended December 31, 2023 and 2022, are $ 736 million and $ 615 million, respectively.

We incurred costs for construction work in process that had not been paid at December 31, 2023, 2022 and 2021, of $ 242 million, $ 171 million and $ 131 million, respectively.

The depreciation expense for the years ended Dec.

31, 2024 and 2023, was $ 1.1 billion and $ 736 million, respectively.

We incurred costs for construction work in process that had not been paid at Dec.

31, 2024, 2023 and 2022, of $ 179 million, $ 242 million and $ 171 million, respectively.

Such amounts are not included in capital expenditures (less AFUDC) on the Consolidated Statements of Cash Flows.

EnLink Controlling Interest Acquisition - In October 2024, we completed the EnLink Controlling Interest Acquisition and acquired property, plant and equipment, which primarily include pipeline and rights of way, pipeline-related equipment, processing plant and fractionators valued at $ 11.4 billion.

Medallion Acquisition - In October 2024, we completed the Medallion Acquisition and acquired property, plant and equipment, which primarily include pipeline and pump station equipment, valued at $ 1.6 billion.

Interstate Natural Gas Pipeline Divestiture - In December 2024, we completed the sale of three of our wholly owned interstate natural gas pipeline systems to DT Midstream, Inc.

These assets, which are primarily transmission pipelines and related equipment, had a gross cost basis of $ 1.3 billion.

Magellan Acquisition - In September 2023, we completed the Magellan Acquisition and acquired property, plant and equipment, which primarily include pipeline, pipeline-related equipment, storage tanks and processing equipment, valued at $ 11.6 billion.

Medford Assets - In connection with the Medford incident in 2022, we assessed the property damage to our facility and wrote off assets totaling $ 46 million, which represents the carrying value associated with certain damaged Medford facility property.

These noncash property losses were fully offset by insurance recoveries.

GOODWILL AND INTANGIBLE ASSETS

Goodwill - The following table sets forth our goodwill, by segment, for the periods indicated:

Goodwill - The following table sets forth our goodwill, by segment, for the period indicated:

Gathering and

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Accumulated impairment losses ( 153 ) — — — ( 153 )

December 31, 2022 — 371 157 — 528

Magellan Acquisition (a) — — — 4,424 4,424

December 31, 2023 $ — $ 371 $ 157 $ 4,424 $ 4,952

(a) - Goodwill primarily represents expected tax benefits from future depreciation and amortization of acquired assets and commercial synergies and is expected to be fully deductible for tax purposes.

31, 2023 — 371 157 4,424 4,952

Magellan Acquisition measurement period adjustments (a) — — — 165 165

EnLink Controlling Interest Acquisition (b) 486 1,461 229 541 2,717

Medallion Acquisition (c)

— — — 259 259

Gulf Coast NGL pipeline acquisition

Interstate natural gas pipeline divestiture

— — ( 33 ) — ( 33 )

31, 2024 $ 486 $ 1,863 $ 353 $ 5,389 $ 8,091

(a) - During the remaining measurement period subsequent to Dec.

31, 2023, we recorded adjustments to the Magellan preliminary purchase price allocation that resulted in an increase to goodwill of $ 165 million.

(b) - We established deferred income tax liabilities resulting from the carryover tax basis, which increased goodwill.

The remainder of the goodwill primarily represents commercial synergies.

Goodwill will not be deductible for tax purposes.

The allocation of goodwill is preliminary and may be updated as we continue to evaluate the benefits of expected commercial synergies to our segments.

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Intangible Assets - Our intangible assets relate primarily to acquired customer relationships in our Refined Products and Crude segment and are being amortized on a straight-line basis over a weighted average life of 26 years.

Amortization expense for intangible assets was $ 33 million in 2023, and $ 10 million in both 2022 and 2021, and the amortization expense for each of the next five years is estimated to be $ 60 million.

The allocation of goodwill is preliminary and may be updated as we continue to evaluate the benefits of expected commercial synergies to our segments.

Intangible Assets - Our intangible assets relate primarily to acquired customer relationships from our recent acquisitions and are being amortized on a straight-line basis over a weighted average life of 27 years.

Amortization expense for intangible assets was $ 62 million in 2024, $ 33 million in 2023 and $ 10 million in 2022.

The amortization expense for each of the next five years is estimated to be $ 130 million.

The following table reflects the gross carrying amount and accumulated amortization of intangible assets as of the dates presented:

2023 December 31,

(Millions of dollars )

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$ 3,039 $ 1,316

(a) - Increases to gross intangible assets primarily represent customer relationships associated with the Magellan Acquisition.

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The following table sets forth our consolidated debt as of the dates indicated:

December 31, 2023 December 31, 2022

(a) - Increases to gross intangible assets primarily represent customer relationships associated with the EnLink Controlling Interest Acquisition and the Medallion Acquisition.

The following table sets forth ONEOK and ONEOK Partners debt as of the dates indicated:

31, 2024 Dec.

(Millions of dollars)

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$ 500 at 2.75 % due September 2024

$ 500 at 7.5 % due September 2023

$ 500 at 2.75 % due September 2024

$ 250 at 3.2 % due March 2025 (b)

$ 500 at 4.9 % due March 2025

$ 250 at 3.2 % due March 2025

$ 400 at 2.2 % due September 2025

$ 600 at 5.85 % due January 2026

$ 650 at 5.0 % due March 2026 (b)

$ 650 at 5.0 % due March 2026

$ 750 at 5.55 % due November 2026

$ 500 at 4.0 % due July 2027

$ 1,250 at 4.25 % due September 2027

$ 800 at 4.55 % due July 2028

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$ 750 at 3.4 % due September 2029

$ 600 at 4.4 % due October 2029

$ 850 at 3.1 % due March 2030

$ 500 at 3.25 % due June 2030 (b)

$ 500 at 3.25 % due June 2030

$ 500 at 5.8 % due November 2030

$ 600 at 6.35 % due January 2031

$ 1,250 at 4.75 % due October 2031

$ 750 at 6.1 % due November 2032

$ 1,500 at 6.05 % due September 2033

$ 1,600 at 5.05 % due November 2034

$ 400 at 6.0 % due June 2035

$ 600 at 6.65 % due October 2036

$ 250 at 6.4 % due May 2037 (b)

$ 250 at 6.4 % due May 2037

$ 600 at 6.85 % due October 2037

$ 650 at 6.125 % due February 2041

$ 250 at 4.2 % due December 2042 (b)

$ 250 at 4.2 % due December 2042

$ 400 at 6.2 % due September 2043

$ 550 at 5.15 % due October 2043 (b)

$ 250 at 4.2 % due March 2045 (b)

$ 500 at 4.25 % due September 2046 (b)

$ 550 at 5.15 % due October 2043

$ 250 at 4.2 % due March 2045

$ 500 at 4.25 % due September 2046

$ 700 at 4.95 % due July 2047

$ 500 at 4.2 % due October 2047 (b)

$ 500 at 4.2 % due October 2047

$ 1,000 at 5.2 % due July 2048

$ 500 at 4.85 % due February 2049 (b)

$ 500 at 4.85 % due February 2049

$ 750 at 4.45 % due September 2049

$ 500 at 4.5 % due March 2050

$ 800 at 3.95 % due March 2050 (b)

$ 800 at 3.95 % due March 2050

$ 300 at 7.15 % due January 2051

$ 1,750 at 6.625 % due September 2053

Guardian $ 120 term loan, rate of 6.58 % as of December 31, 2023, due June 2025

Viking $ 60 term loan, rate of 6.71 % as of December 31, 2023, due March 2026

Total debt 22,794 13,731

$ 1,500 at 5.7 % due November 2054

$ 800 at 5.85 % due November 2064

Guardian $ 120 term loan, rate of 6.58 % as of Dec.

Viking $ 60 term loan, rate of 6.71 % as of Dec.

Total ONEOK and ONEOK Partners debt

28,630 22,794

Unamortized debt discounts ( 992 ) ( 1,015 )

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Current maturities of long-term debt ( 637 ) ( 484 )

Long-term debt $ 21,183 $ 12,696

Long-term ONEOK and ONEOK Partners debt

$ 26,835 $ 21,183

(a) - Individual issuances of commercial paper under our commercial paper program generally mature in 90 days or less.

(b) - Debt assumed in the Magellan Acquisition.

Amounts are presented at face value with discount to fair value included in unamortized debt discounts.

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$ 2.5 Billion Credit Agreement - Our $ 2.5 Billion Credit Agreement, which expires in 2027, is a revolving credit facility and contains certain customary conditions for borrowing, as well as customary financial, affirmative and negative covenants.

(b) - In December 2024, we repaid the Guardian $ 120 million and the Viking $ 60 million term loan agreements, plus accrued and unpaid interest, with cash on hand, as part of the interstate natural gas pipeline divestiture.

The following table sets forth EnLink and EnLink Partners’ debt, which was acquired in the EnLink Controlling Interest Acquisition on Oct.

(Millions of dollars)

Senior unsecured obligations:

$ 750 at 4.15 % due June 2025

$ 500 at 4.85 % due July 2026

$ 500 at 5.625 % due January 2028

$ 500 at 5.375 % due June 2029

$ 1,000 at 6.5 % due September 2030

$ 500 at 5.65 % due September 2034

$ 350 at 5.6 % due April 2044

$ 450 at 5.05 % due April 2045

$ 500 at 5.45 % due June 2047

Total EnLink debt

Unamortized debt discounts, net

Current maturities of long-term debt

Long-term EnLink debt

(a) - Amounts are presented at face value with discount to fair value included in unamortized debt discounts, net.

Debt Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership and Magellan (Obligated Group) have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness.

31, 2024, EnLink was a subsidiary of ONEOK, did not guarantee ONEOK or ONEOK Partners’ indebtedness and was excluded from the Obligated Group.

EnLink and EnLink Partners’ outstanding debt securities presented in the table above were not guaranteed by the Obligated Group as of Dec.

Subsequent event - At the completion of the EnLink Acquisition on Jan.

31, 2025, ONEOK assumed the outstanding debt of EnLink and EnLink Partners (the Assumed Debt) such that EnLink and EnLink Partners were each released from all debt obligations and provided a guarantee for our and ONEOK Partners’ indebtedness to the holders of each series of outstanding securities, including for the Assumed Debt.

EnLink and EnLink Partners are now included in the Obligated Group.

$ 2.5 Billion Credit Agreement - Our $ 2.5 Billion Credit Agreement is a revolving credit facility and contains certain customary conditions for borrowing, as well as customary financial, affirmative and negative covenants.

Among other things, these covenants include maintaining a ratio of consolidated net indebtedness to adjusted EBITDA (EBITDA, as defined in our $ 2.5 Billion Credit Agreement, adjusted for all noncash charges and increased for projected EBITDA from certain lender-approved capital expansion projects).

In addition, adjusted EBITDA as defined in our $ 2.5 Billion Credit Agreement allows inclusion of the trailing 12 months of consolidated adjusted EBITDA of the acquired business.

In the third quarter of 2023, we completed the Magellan Acquisition, which allowed us to elect an acquisition adjustment period under our $ 2.5 Billion Credit Agreement and, as a result, increased our leverage ratio covenant to 5.5 to 1 for the fourth quarter of 2023 and the following quarter.

Thereafter, the covenant will decrease to 5.0 to 1.

In May 2024, we entered into an amendment to our $ 2.5 Billion Credit Agreement that extended the maturity date by one year , from June 2027 to June 2028.

All other terms and conditions of our $ 2.5 Billion Credit Agreement remain unchanged.

In June 2024, we completed the acquisition of a system of NGL pipelines, which allowed us to elect an acquisition adjustment period under our $ 2.5 Billion Credit Agreement and, as a result, increased our leverage ratio covenant to 5.5 to 1.

In October 2024, we completed the EnLink Controlling Interest Acquisition and Medallion Acquisition, which effectively extended our acquisition adjustment period until the quarter ending June 30, 2025, after which it will decrease to 5.0 to 1.

The $ 2.5 Billion Credit Agreement includes a $ 100 million sublimit for the issuance of standby letters of credit and a $ 200 million sublimit for swingline loans.

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Under our current credit ratings, the applicable rate is 15 basis points.

We have the option to request two one-year maturity extensions, subject to lender approvals.

We have the option to request an additional one-year maturity extension, subject to lender approvals.

The $ 2.5 Billion Credit Agreement also contains various customary events of default, the occurrence of which could result in a termination of the lenders’ commitments and the acceleration of all of our obligations thereunder.

As of December 31, 2023, we had no outstanding borrowings, our ratio of consolidated indebtedness to adjusted EBITDA was 3.6 to 1, and we were in compliance with all covenants under our $ 2.5 Billion Credit Agreement.

Viking Term Loan Agreement - In March 2023, Viking entered into a $ 60 million senior unsecured term loan agreement, which is fully drawn.

The proceeds were used to repay intercompany debt with ONEOK and for general corporate purposes.

The Viking Term Loan Agreement matures in March 2026 and bears interest at Term SOFR plus an applicable margin based on Viking’s credit rating at the time of determination plus an adjustment of 10 basis points.

Under Viking’s current credit ratings, the applicable margin is 125 basis points.

The Viking Term Loan Agreement allows prepayment of all or any portion outstanding without penalty or premium.

As of December 31, 2023, Viking was in compliance with all covenants under the Viking Term Loan Agreement.

Guardian Term Loan Agreement - In 2022, Guardian entered into a $ 120 million unsecured term loan agreement, which is fully drawn.

The proceeds were used to repay intercompany debt with ONEOK.

The Guardian Term Loan Agreement matures in June 2025, and bears interest at Term SOFR plus an applicable margin based on Guardian’s credit rating at the time of determination plus an adjustment of 10 basis points.

Under Guardian’s current credit ratings, the applicable margin is 112.5 basis points.

The Guardian Term Loan Agreement allows prepayment of all or any portion outstanding without penalty or premium.

As of December 31, 2023, Guardian was in compliance with all covenants under the Guardian Term Loan Agreement.

Senior Unsecured Obligations - All notes are senior unsecured obligations, ranking equally in right of payment with all of our existing and future unsecured senior indebtedness, and are structurally subordinate to any of the existing and future debt and other liabilities of any non guarantor subsidiaries.

Debt Issuances - In August 2023, we completed an underwritten public offering of $ 5.25 billion senior unsecured notes consisting of $ 750 million, 5.55 % senior notes due 2026;

$ 750 million, 5.65 % senior notes due 2028;

$ 500 million, 5.80 % senior notes due 2030;

$ 1.5 billion, 6.05 % senior notes due 2033;

and $ 1.75 billion, 6.625 % senior notes due 2053.

The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $ 5.2 billion.

2024, we had no outstanding borrowings, our ratio of consolidated indebtedness to adjusted EBITDA was 4.0 to 1, and we were in compliance with all covenants under our $ 2.5 Billion Credit Agreement.

Subsequent event - In February 2025, we amended and restated our $ 2.5 Billion Credit Agreement to increase the size to $ 3.5 billion, extend the term to February 2030 and make other non-material modifications.

All other terms and conditions are substantially the same.

EnLink Revolving Credit Facility - In October 2024, we completed the EnLink Controlling Interest Acquisition and as a result, we acquired the EnLink Revolving Credit Facility.

The EnLink Revolving Credit Facility, which matures in June 2027, is a $ 1.4 billion unsecured revolving credit facility which includes a $ 500 million letter of credit subfacility.

Borrowings under the EnLink Revolving Credit Facility bear interest at Term SOFR plus a Term SOFR spread adjustment of 0.10 % per annum and an applicable margin (ranging from 1.125 % to 2.00 %) or the Base Rate (the highest of the federal funds rate plus 0.50 %, one-month Adjusted Term SOFR plus 1.0 % or the administrative agent’s prime rate) plus an applicable margin (ranging from 0.125 % to 1.00 %).

The EnLink Revolving Credit Facility contains certain financial, operational and legal covenants.

31, 2024, we had no borrowings outstanding and we were in compliance with the financial covenants of the EnLink Revolving Credit Facility.

Subsequent event - Upon closing of the EnLink Acquisition on Jan.

31, 2025, the EnLink Revolving Credit Facility was terminated.

EnLink AR Facility - In October 2024, we completed the EnLink Controlling Interest Acquisition and as a result, we acquired the $ 500 million EnLink AR Facility.

In December 2024, EnLink terminated the AR Facility, and we entered into an agreement to provide revolving unsecured loans to EnLink through a promissory note at an interest rate of 4.85 % at Dec.

This is a floating rate agreement, which bears interest at ONEOK’s current short-term borrowing rate plus 0.25 %.

31, 2024, we held a promissory note receivable of $ 510 million, which was eliminated in consolidation.

Interest earned from this agreement was not material.

Subsequent Event - Upon closing of the EnLink Acquisition on Jan.

31, 2025, we effectively terminated the agreement to provide revolving unsecured loans to EnLink.

Debt Issuances - We completed the following underwritten public offerings for the periods presented:

Interest Coupon Interest

(Millions of dollars) (Millions of dollars) (Millions of dollars)

$ 1,250 4.25 % $ 750 5.55 %

600 4.4 % 750 5.65 %

1,250 4.75 % 500 5.80 %

1,600 5.05 % 1,500 6.05 % $ 750 6.1 %

1,500 5.7 % 1,750 6.625 %

$ 7,000 $ 5,250 $ 750

(a) - The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $ 6.9 billion.

The net proceeds from this offering were used to fund the EnLink Controlling Interest Acquisition and the Medallion Acquisition, purchase additional interests in a Medallion joint venture owned by a separate third party, to pay fees and expenses related to the acquisitions and to repay outstanding indebtedness.

(b) - The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $ 5.2 billion.

The net proceeds were used to fund the cash consideration and other costs related to the Magellan Acquisition.

In 2022, we completed an underwritten public offering of $ 750 million, 6.1 % senior unsecured notes due 2032.

The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $ 742 million.

The proceeds were used primarily to repay all outstanding amounts under our commercial paper program.

The remainder was used for general corporate purposes.

Debt Repayments - In 2023, we repurchased in the open market outstanding principal of certain of our senior notes in the amount of $ 322 million for an aggregate repurchase price of $ 280 million, including accrued and unpaid interest, with cash on hand.

In connection with these open market repurchases, we recognized $ 41 million of net gains on extinguishment of debt,

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which is included in other income (expense), net in our Consolidated Statement of Income for the year ended December 31, 2023.

In June 2023, we redeemed our $ 500 million, 7.5 % senior notes due September 2023 at 100 % of the principal amount, plus accrued and unpaid interest, with cash on hand.

In February 2023, we redeemed our $ 425 million, 5.0 % senior notes due September 2023 at 100 % of the principal amount, plus accrued and unpaid interest, with cash on hand.

Debt Repayments - In December 2024, we redeemed our $ 500 million, 4.9 % senior notes due March 2025 at 100 % of the principal amount, plus accrued and unpaid interest, with cash on hand.

In December 2024, we repaid $ 120 million of borrowings under the Guardian Term Loan Agreement and $ 60 million of borrowings under the Viking Term Loan Agreement, plus accrued and unpaid interest, with cash on hand, as part of the interstate natural gas pipeline divestiture.

Subsequent to the EnLink Controlling Interest Acquisition, we repaid $ 465 million of borrowings under the EnLink Revolving Credit Facility with cash on hand.

Subsequent to the EnLink Controlling Interest Acquisition, we repaid $ 374 million of borrowings under the EnLink AR Facility with cash on hand and terminated the EnLink AR Facility.

In September 2024, we repaid the remaining $ 484 million of our $ 500 million, 2.75 % senior notes at maturity with cash on hand.

In 2023, we repurchased in the open market outstanding principal of certain of our senior notes in the amount of $ 322 million for an aggregate repurchase price of $ 280 million, including accrued and unpaid interest, with cash on hand.

In connection with these open market repurchases, we recognized $ 41 million of net gains on extinguishment of debt, which is included in other income (expense), net in our Consolidated Statement of Income for the year ended Dec.

In 2023, we redeemed our $ 500 million, 7.5 % senior notes due September 2023 at 100 % of the principal amount, plus accrued and unpaid interest, with cash on hand.

In 2023, we redeemed our $ 425 million, 5.0 % senior notes due September 2023 at 100 % of the principal amount, plus accrued and unpaid interest, with cash on hand.

In 2022, we redeemed the remaining $ 896 million of our 3.375 % senior notes due October 2022 at 100 % of the principal amount, plus accrued and unpaid interest, with cash on hand and short-term borrowings.

In 2021, we redeemed the remaining $ 536 million of our $ 700 million, 4.25 % senior notes due February 2022 at 100 % of the principal amount, plus accrued and unpaid interest, with cash on hand and short-term borrowings.

In 2021, we repaid the remaining $ 12 million of Guardian’s senior notes due December 2022 with cash on hand.

In 2021, we repurchased in the open market outstanding principal of certain of our senior notes in the amount of $ 55 million for an aggregate repurchase price of $ 55 million with cash on hand.

The aggregate maturities of long-term debt outstanding and interest payments on debt as of December 31, 2023, for the years 2024 through 2028 are shown below:

Obligations Guardian Viking Interest

The aggregate maturities of long-term debt outstanding and interest payments on total debt outstanding as of Dec.

31, 2024, for the years 2025 through 2029 are shown below:

Obligations Interest

on Debt Total

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2029 $ 2,513 $ 1,320 $ 3,833

Compliance with Debt Covenants - As of December 31, 2023, we were in compliance with the covenants contained in our various debt agreements.

Compliance with Debt Covenants - As of Dec.

31, 2024, we were in compliance with the covenants contained in our various debt agreements.

Other - We amortize premiums, discounts and expenses incurred in connection with the issuance of long-term debt consistent with the terms of the respective debt instrument.

Debt Guarantees - In December 2023, ONEOK assumed the debt obligations of Magellan under its previous debt indentures and Magellan provided a guarantee of the outstanding notes.

As of December 31, 2023, Magellan no longer has debt obligations outstanding.

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

The Guardian Term Loan Agreement and Viking Term Loan Agreement are not guaranteed by ONEOK, ONEOK Partners, the Intermediate Partnership or Magellan.

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Noncontrolling Interests - In October 2024, we completed the EnLink Controlling Interest Acquisition, acquiring GIP’s interest in EnLink consisting of approximately 43 % of the outstanding EnLink Units.

In connection with the EnLink Controlling Interest Acquisition, we recorded noncontrolling interest with a fair value of $ 5.1 billion representing the approximately 57 % of outstanding EnLink Units we did not own, the Series B Preferred Units and partially owned consolidated subsidiaries of EnLink.

Included within noncontrolling interest are Series B Preferred Units, which were issued under EnLink Partners’ partnership agreement and represent noncontrolling ownership interests in EnLink Partners.

EnLink Partners is a controlled subsidiary of EnLink in which EnLink owns all of the outstanding common units.

Series B Preferred Units are exchangeable for EnLink Units in an amount equal to the number of outstanding Series B Preferred Units multiplied by an exchange ratio of 1.15 , subject to certain adjustments.

The exchange is subject to our option to pay cash instead of issuing additional EnLink common units.

31, 2024, $ 515 million of noncontrolling interest on our Consolidated Balance Sheet relate to Series B Preferred Units, and there were 27.4 million units outstanding.

There were no Series B Preferred Units converted or redeemed during the ownership period of Oct.

15, 2024 through Dec.

Distributions made on Series B Preferred Units were not material.

EnLink owns a 50.1 % interest in the Delaware Basin JV, which owns processing facilities located in the Delaware Basin in Texas.

Noncontrolling interest includes the other owner’s minority interest in the Delaware Basin JV.

31, 2024, $ 684 million of noncontrolling interest on our Consolidated Balance Sheet relates to the Delaware Basin JV.

The other partially owned consolidated subsidiary of EnLink is not material.

Subsequent event - On Jan.

31, 2025, we completed the EnLink Acquisition.

Pursuant to the EnLink Merger Agreement, each common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK Common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing.

We issued 41 million shares of common stock, with a fair value of $ 4.0 billion.

There are no remaining Series B Preferred Units outstanding.

Series A and B Convertible Preferred Stock - There are no shares of Series A or Series B Preferred Stock currently issued or outstanding.

EnLink Series C Preferred Units - Series C Preferred Units represented noncontrolling ownership interests in EnLink Partners.

In September 2024, EnLink gave notice to redeem all of its outstanding Series C Preferred Units, and reclassified the obligation to a liability on their Consolidated Balance Sheet.

17, 2024, EnLink redeemed all outstanding Series C Preferred Units at $ 1,000 per Series C Preferred Unit, plus $ 8.28 per Series C Preferred Unit of unpaid distributions, for $ 365 million with proceeds received from borrowings under the EnLink Revolving Credit Facility.

2024, there are no remaining Series C Preferred Units outstanding.

Equity Issuances - In September 2023, we completed the Magellan Acquisition.

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We are under no obligation to offer and sell common stock under the program.

As of December 31, 2023, no shares have been sold through our “at-the-market” program.

Share Repurchase Program - In January 2024, our Board of Directors authorized a share repurchase program to buy up to $ 2.0 billion of our outstanding common stock and targets the program to be largely utilized over the next four years .

31, 2024, no shares have been sold through our “at-the-market” program.

Share Repurchase Program - In January 2024, our Board of Directors authorized a share repurchase program to buy up to $ 2.0 billion of our outstanding common stock.

We expect shares to be acquired from time to time in open-market transactions or through privately negotiated transactions at our discretion, subject to market conditions and other factors.

We expect any purchases to be funded by cash on hand, cash flow from operations and short-term borrowings.

The program will terminate upon completion of the repurchase of $ 2.0 billion of common stock or on January 1, 2029, whichever occurs first.

The program will terminate upon completion of the repurchase of $ 2.0 billion of common stock or on Jan.

1, 2029, whichever occurs first.

31, 2024, we repurchased $ 172 million of our outstanding common stock under the program, which were funded by cash on hand and short-term borrowings.

Dividends - Holders of our common stock share equally in any dividend declared by our Board of Directors, subject to the rights of the holders of outstanding Series E Preferred Stock.

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The following table sets forth the quarterly dividends per share paid on our common stock in the periods indicated:

Years Ended December 31,

Years Ended Dec.

2024 2023 2022

4 unchanged sentences

Total $ 3.96 $ 3.82 $ 3.74

Additionally, in February 2024, we paid a quarterly common stock dividend of $ 0.99 per share ($ 3.96 per share on an annualized basis), which was paid to shareholders of record as of January 30, 2024.

Our Series E Preferred Stock pays quarterly dividends on each share of Series E Preferred Stock, when, and if, declared by our Board of Directors, at a rate of 5.5 % per year.

We paid dividends for the Series E Preferred Stock of $ 1.1 million in 2023, 2022 and 2021.

We paid quarterly dividends totaling $ 0.3 million for the Series E Preferred Stock in February 2024.

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Additionally, a common stock dividend of $ 1.03 per share ($ 4.12 per share on an annualized basis) was declared for shareholders of record at the close of business on Feb.

3, 2025, payable Feb.

VARIABLE INTEREST ENTITIES

Consolidated Variable Interest Entities (VIE)s - As of Dec.

31, 2024, we consolidate the following VIEs:

EnLink - We control EnLink through our ownership of its managing member.

EnLink is a VIE because the holders of the membership interest do not have substantive kick-out rights or participating rights over the managing member.

We are the primary beneficiary of EnLink because we have the power through our 100 % ownership of the managing member, to control decisions that most significantly impact EnLink.

We consolidate EnLink and record a noncontrolling interest for the interest that we do not own.

We also record a noncontrolling interest related to EnLink’s Series B Preferred Units.

Subsequent Event - Upon closing of the EnLink Acquisition on Jan.

31, 2025, EnLink is no longer considered a VIE.

Delaware Basin JV - EnLink owns a 50.1 % interest in the Delaware Basin JV, which owns processing facilities located in the Delaware Basin in Texas.

The Delaware Basin JV is a VIE because the other owner does not have substantive kick-out rights or participating rights over the managing member.

As the managing member, we are the primary beneficiary because we control the decisions that most significantly impact the Delaware Basin JV.

After June 30, 2025, our joint venture partner has the right to cause the Delaware Basin JV to commence a sale process to sell all of the outstanding interests or assets of the Delaware Basin JV for the best available price.

If our joint venture partner exercises this right, we are permitted to purchase their interest at a certain call price.

Ascension Pipeline Company, LLC (Ascension) - EnLink owns a 50 % interest in Ascension, which owns an NGL transmission pipeline that connects EnLink’s Riverside fractionator to the other owner’s refinery.

Ascension is a VIE because the other owner does not have the ability to remove us as the managing member.

They also do not have the ability to participate or block our decisions as the managing member, which makes us the primary beneficiary because we control the decisions that most significantly impact Ascension.

The following table presents the balance sheet information for the assets and liabilities of our consolidated VIEs, which are included in our Consolidated Balance Sheet:

(Millions of dollars)

Cash and cash equivalents $ 46

Accounts receivable, net 735

Inventories 54

Other current assets 39

Property, plant and equipment, net 11,397

Investments in unconsolidated affiliates 317

Goodwill 2,717

Intangible assets, net 1,047

Other assets 134

Current maturities of long-term debt $ 422

Accounts payable 639

Commodity imbalances 10

Accrued taxes 5

Accrued interest 73

Other current liabilities 85

Long-term debt, excluding current maturities 4,693

Deferred income taxes 2,041

Other deferred credits 97

EARNINGS PER SHARE

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

Year Ended December 31, 2023

Year Ended Dec.

Income Shares Per Share

( Millions, except per share amounts )

Net income available for common stock $ 2,658 484.3 $ 5.49

Net income attributable to ONEOK available for common stock $ 3,034 584.6 $ 5.19

Effect of dilutive securities — 1.9

Net income available for common stock and common stock equivalents $ 2,658 485.4 $ 5.48

Year Ended December 31, 2022

Net income attributable to ONEOK available for common stock and common stock equivalents $ 3,034 586.5 $ 5.17

Year Ended Dec.

Income Shares Per Share

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Net income available for common stock $ 2,658 484.3 $ 5.49

$ 1,721 447.5 $ 3.85

Effect of dilutive securities — 1.1

Net income available for common stock and common stock equivalents $ 2,658 485.4 $ 5.48

$ 1,721 448.4 $ 3.84

Year Ended December 31, 2021

Year Ended Dec.

Income Shares Per Share

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Our Equity Incentive Plan (EIP) provides for the granting of stock-based compensation, including restricted stock unit awards and performance unit awards, to eligible employees and the granting of stock awards to non-employee directors.

We have reserved 8.5 million shares of common stock for issuance under the EIP and at December 31, 2023, we had 4.0 million shares available for issuance under the plan.

We have reserved 8.5 million shares of common stock for issuance under the EIP and at Dec.

31, 2024, we had 3.2 million shares available for issuance under the plan.

This calculation of available shares reflects shares issued and estimated shares expected to be issued upon vesting of outstanding awards granted under the EIP, excluding estimated forfeitures expected to be returned to the plan.

In conjunction with the Magellan Acquisition, we assumed the former Magellan Midstream Partners, L.P.

Long-Term Incentive Plan, which was used for the conversion of stock-based compensation upon closing.

We reserved 1.0 million shares of common stock for issuance under the assumed plan, and as of December 31, 2023, all of the shares have been granted.

The remaining restricted stock unit awards converted in conjunction with the Magellan Acquisition were granted from the shares reserved under the registration statements.

EnLink Controlling Interest Acquisition - As discussed in Note B, we completed the EnLink Controlling Interest Acquisition on Oct.

EnLink has previously issued restricted incentive units and performance units that vest at the end of a designated period, typically three years .

The fair value of these awards attributable to pre-combination service was allocated to consideration transferred and was included as part of the purchase price.

The portion attributable to post-combination service is being recognized as compensation expense on a straight-line basis over the remaining vesting period of the awards.

Compensation expense for the unit-based awards of EnLink for the ownership period is not material.

In addition, unrecognized compensation expense related to the outstanding EnLink restricted incentive units and performance units is not material.

Magellan Acquisition - As discussed in Note B, we completed the Magellan Acquisition on Sept.

Prior to the acquisition, Magellan had previously issued unit-based awards consisting of time-vested phantom units and performance phantom units, that vested at the end of a designated period, typically three years .

Pursuant to the terms of the Merger Agreement, each outstanding unit-based award was converted into a restricted stock unit and measured at their acquisition date fair value as if they were vested and issued on the acquisition date.

The fair value attributable to pre-combination service was allocated to consideration transferred and was included as part of the purchase price.

The portion attributable to post-

combination service is being recognized as compensation expense on a straight-line basis over the remaining vesting period of the awards.

Converted restricted stock unit awards accrue dividend equivalents that are paid out in cash at vesting.

Restricted Stock Units - We have granted restricted stock units to key employees that vest at the end of a designated period, typically three years , and entitle the grantee to receive shares of our common stock.

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Compensation expense is recognized on a straight-line basis over the vesting period of the award.

Magellan Acquisition - As discussed in Note B, we completed the Magellan Acquisition on September 25, 2023.

Pursuant to the terms of the Merger Agreement, each outstanding unit-based award was converted into a restricted stock unit and measured at their acquisition date

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fair value as if they were vested and issued on the acquisition date.

The fair value attributable to pre-combination service was allocated to consideration transferred and was included as part of the purchase price.

The portion attributable to post-combination service is being recognized as compensation expense on a straight-line basis over the remaining vesting period of the awards.

Converted restricted stock unit awards accrue dividend equivalents that are paid out in cash at vesting.

Approximately $ 70 million of the converted awards were settled in cash immediately following the closing of the Magellan Acquisition and are not included in restricted stock unit activity disclosures herein.

Performance Unit Awards - We have granted performance unit awards to key employees that vest at the end of a three -year period.

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Compensation expense, exclusive of those recognized within transaction costs, for our share-based payment plans was $ 102 million, $ 63 million and $ 53 million during 2024, 2023 and 2022, respectively, before related tax benefits of $ 36 million, $ 14 million and $ 13 million, respectively.

Restricted Stock Unit Activity - As of December 31, 2023, we had $ 42 million of total unrecognized compensation cost related to our nonvested restricted stock unit awards, which is expected to be recognized over a weighted-average period of 1.7 years.

Restricted Stock Unit Activity - As of Dec.

31, 2024, we had $ 43 million of total unrecognized compensation cost related to our nonvested restricted stock unit awards, which is expected to be recognized over a weighted-average period of 1.7 years.

The following tables set forth activity and various statistics for our restricted stock unit awards:

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Average Price

Nonvested December 31, 2022 832,734 $ 58.30

1,667,473 $ 66.50

Nonvested Dec.

31, 2023 (a) 1,724,565 $ 62.08

Granted 512,427 $ 75.42

Released to participants (b)

( 808,544 ) $ 58.60

Forfeited ( 76,736 ) $ 58.92

Nonvested December 31, 2023 1,724,565 $ 62.08

(a) - Includes 1,346,845 restricted stock unit awards granted in conjunction with the Magellan Acquisition.

(b) - Includes 488,929 restricted stock unit awards released to participants in conjunction with the Magellan Acquisition.

Forfeited (b)

( 68,326 ) $ 71.14

Nonvested Dec.

31, 2024 (c) 1,360,122 $ 68.71

(a) - Includes 847,120 unvested restricted stock unit awards granted in conjunction with the Magellan Acquisition.

(b) - Includes 509,077 restricted stock unit awards released to participants and forfeited in conjunction with the Magellan Acquisition.

2024 2023 2022

Weighted-average grant date fair value (per share) $ 75.42 $ 66.50 $ 60.96

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Grant date fair value of units vested (millions of dollars) $ 47 $ 48 $ 14

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Performance Unit Activity - As of December 31, 2023, we had $ 34 million of tot al unrecognized compensation cost related to the nonvested performance unit awards, which is expected to be recognized over a weighted-average period of 1.7 years.

Performance Unit Activity - As of Dec.

31, 2024, we had $ 38 million of tot al unrecognized compensation cost related to the nonvested performance unit awards, which is expected to be recognized over a weighted-average period of 1.8 years.

The following tables set forth activity and various statistics related to the performance unit awards and the assumptions used in the valuations at the respective grant dates:

1 unchanged sentence

Average Price

Nonvested December 31, 2022 1,045,706 $ 74.15

Nonvested Dec.

31, 2023 1,094,940 $ 75.22

Granted 452,360 $ 85.69

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Forfeited ( 29,244 ) $ 82.10

Nonvested December 31, 2023 1,094,940 $ 75.22

Nonvested Dec.

31, 2024 1,099,699 $ 84.25

2024 2023 2022

Volatility (a) 29.00 % 63.30 % 61.10 %

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Under the plan, we sold 275,874 shares at a weighted average of $ 64.38 per share in 2024, 236,108 shares at a weighted average of $ 52.70 per share in 2023 and 235,583 shares at a weighted average of $ 47.21 per share in 2022.

Employee Stock Award Program - Under our Employee Stock Award Program, we issue, for no monetary consideration, to all eligible employees one share of our common stock when the per-share closing price of our common stock on the NYSE is at or above each one-dollar increment above its previous high closing price.

We have reserved a total of 900,000 shares of common stock for issuance under this program.

Employee Stock Award Program - Under our Employee Stock Award Program, we issued, for no monetary consideration, to all eligible employees one share of our common stock when the per-share closing price of our common stock on the NYSE is at or above each one-dollar increment above its previous high closing price.

We originally reserved a total of 900,000 shares of common stock for issuance under this program.

Shares issued to employees under this program during 2024 totaled 127,825 and we have fully awarded all shares allocated to the program.

We expect to request additional shares be issued and allocated to the program during the 2025 Annual Meeting of Shareholders.

Employees have received awards through the $ 103 milestone.

No shares were issued to employees under this program in 2023 or 2022.

As of the date of this report, the next award will be issued when our common stock closes at or above $ 78 .

Deferred Compensation Plan for Non-Employee Directors - Our Deferred Compensation Plan for Non-Employee Directors provides our non-employee directors the option to defer all or a portion of their compensation for their service on our Board of Directors.

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Retirement and Other Postretirement Benefit Plans

Retirement Plans - We have a legacy defined benefit pension plan covering certain employees and former employees, which closed to new participants in 2005.

ONEOK Legacy Retirement Plan - We have a legacy defined benefit pension plan covering certain employees and former employees, which closed to new participants in 2005.

In addition, we have a supplemental executive retirement plan for the benefit of certain officers who participate in our defined benefit pension plan.

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We fund our defined benefit pension plan at a level needed to maintain or exceed the minimum funding levels required by the Employee Retirement Income Security Act of 1974, as amended.

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Other Postretirement Benefit Plans - We sponsor legacy health and welfare plans that provide postretirement medical and life insurance benefits to employees hired prior to 2017 who retire with at least five years of full-time consecutive service.

The postretirement medical plan for pre-Medicare participants is contributory, with retiree contributions adjusted periodically, and contains other cost-sharing features such as deductibles and coinsurance.

The postretirement medical plan for Medicare-eligible participants is an account-based plan under which participants may elect to purchase private insurance policies under a private exchange and/or seek reimbursement of other eligible medical expenses.

Magellan Acquisition - As a result of the Magellan Acquisition, we assumed the pension plan assets and obligations of Magellan.

Magellan Legacy Retirement Plans - As a result of the Magellan Acquisition, we assumed the pension plan assets and obligations of Magellan in 2023.

These obligations are composed of two defined benefit pension plans, including one for non-union employees and one for union employees.

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We fund these defined benefit pension plans at a level needed to maintain or exceed the minimum funding levels required by the Employee Retirement Income Security Act of 1974, as amended.

We also assumed the postretirement benefit obligations of Magellan which covers certain employees of Magellan.

All employees are eligible to make salary deferrals and receive company matching contributions under our 401(k) Plan, and employees that do not participate in our defined benefit pension plans are also eligible to receive quarterly and annual profit-sharing contributions under our 401(k) Plan.

In 2023, we also assumed the postretirement benefit obligations of Magellan which covers certain employees of Magellan.

Obligations and Funded Status - The following table sets forth our retirement and other postretirement benefit plans benefit obligations and fair value of plan assets for the periods indicated:

Retirement Benefits Other Postretirement Benefits

December 31, December 31,

2024 2023 2024 2023

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Actual return on plan assets 12 60 1 2

Employer contributions 5 — — —

Plan participants’ contributions — — 1 1

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Fair value of plan assets, end of period (b) 535 554 15 16

Balance at December 31 $ ( 148 ) $ ( 101 ) $ ( 35 ) $ ( 21 )

Balance at Dec.

$ ( 154 ) $ ( 148 ) $ ( 31 ) $ ( 35 )

Current liabilities $ ( 5 ) $ ( 5 ) $ — $ —

Noncurrent liabilities ( 149 ) ( 143 ) ( 31 ) ( 35 )

Balance at December 31 $ ( 148 ) $ ( 101 ) $ ( 35 ) $ ( 21 )

(a) - The benefit obligation for Retirement Benefits at December 31, 2023 and 2022, include the supplemental executive retirement plan obligation.

(b) - Fair value of plan assets for Retirement Benefits exclude the assets of our supplemental executive retirement plan, which totaled $ 89 million and $ 92 million at December 31, 2023 and 2022, respectively, and are included in other assets on the Consolidated Balance Sheets.

Balance at Dec.

$ ( 154 ) $ ( 148 ) $ ( 31 ) $ ( 35 )

(a) - The benefit obligation for Retirement Benefits at Dec.

31, 2024 and 2023, include the supplemental executive retirement plan obligation.

(b) - Fair value of plan assets for Retirement Benefits exclude the assets of our supplemental executive retirement plan, which totaled $ 92 million and $ 89 million at Dec.

31, 2024 and 2023, respectively, and are included in other assets on the Consolidated Balance Sheets.

These assets are maintained in a rabbi trust and are not treated as assets of the supplemental executive retirement plan.

The accumulated benefit obligation for our retirement plans was $ 637 million and $ 409 million at December 31, 2023 and 2022, respectively.

The actuarial loss impacting our benefit obligations for our retirement and other postretirement benefit plans is due primarily to changes in the discount rate assumptions discussed in the “Actuarial Assumptions” section below.

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The accumulated benefit obligation for our retirement plans was $ 628 million and $ 637 million at Dec.

31, 2024 and 2023, respectively.

The components of net periodic benefit cost and related assumptions, and amounts recognized in other comprehensive income related to our retirement and other postretirement benefit plans are not material.

The balance in accumulated other comprehensive loss at December 31, 2023 and 2022, was $ 64 million and $ 48 million, respectively.

The balance in accumulated other comprehensive loss at Dec.

31, 2024 and 2023, was $ 58 million and $ 64 million, respectively.

This balance is expected to be amortized over the average remaining service period of employees participating in these plans.

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Retirement Benefits Other Postretirement Benefits

December 31, December 31,

2024 2023 2024 2023

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Interest credit rating (a)

4.03 % NA NA NA

4.78 % 4.03 % NA NA

(a) - This actuarial assumption is only applicable to the pension plans assumed with the Magellan Acquisition.

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The goal of this strategy is to maximize investment returns while managing risk in order to meet the plan’s current and projected financial obligations.

The investment allocation for our legacy ONEOK defined benefit pension plan follows a glide path approach of liability-driven investing that shifts a higher portfolio weighting to fixed income as the plan’s funded status increases.

The investment allocation for our ONEOK legacy defined benefit pension plan follows a glide path approach of liability-driven investing that shifts a higher portfolio weighting to fixed income as the plan’s funded status increases.

A majority of the legacy Magellan pension assets are allocated to fixed income securities and invested to match the duration of the plans’ short, intermediate and long-term liabilities, with the remaining amount allocated to equity securities.

Our pension plans utilize a diversified mix of investments that may include domestic and international equities, short, intermediate and long term corporate and government obligations, real estate and hedge funds.

The combined target allocation for the assets of our pension plans as of December 31, 2023, is as follows:

The combined target allocation for the assets of our pension plans as of Dec.

31, 2024, is as follows:

Domestic and international equities 32 %

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As part of our risk management for the plans, minimums and maximums have been set for each of the asset classes listed above.

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The fair value of the plan assets for our other postretirement benefit plans as of December 31, 2023 are not material.

The fair value of the plan assets for our other postretirement benefit plans as of Dec.

31, 2024, are not material.

The following tables set forth the plan assets by fair value category as of the measurement date for our defined benefit pension plans:

Pension Benefits

December 31, 2023

Asset Category Level 1 Level 2 Level 3 Subtotal Measured at NAV (d)

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Pension Benefits

December 31, 2022

Asset Category Level 1 Level 2 Level 3 Subtotal Measured at NAV (d)

( Millions of dollars )

Equity securities $ 65 $ — $ — $ 65 $ — $ 65

Cash and money market funds 9 — — 9 — 9

Government obligations

45 — — 45 — 45

Corporate obligations

100 — — 100 — 100

Common/collective trusts

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(d) - Plan asset investments measured at fair value using the net asset value per share.

Contributions - During 2023, we made no contributions to our defined benefit pension and other postretirement benefit plans.

We contributed $ 5 million to our legacy defined benefit pension in January 2024, and we do not expect to make any contributions to our other postretirement benefit plans in 2024.

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Pension and Other Postretirement Benefit Payments - Benefit payments for our defined benefit pensions and other postretirement benefit plans for the period ending December 31, 2023, were $ 33 million and $ 4 million, respectively.

Contributions - During 2024, we contributed $ 5 million to our legacy ONEOK defined benefit pension and made no contributions to our legacy Magellan defined benefit pension plans and other post retirement benefit plans.

We contributed $ 9 million to our legacy ONEOK defined benefit pension, $ 17 million to our legacy Magellan non-union plan and $ 3 million to

our legacy Magellan union plan in February 2025.

We do not expect to make any contributions to our other postretirement benefit plans in 2025.

Pension and Other Postretirement Benefit Payments - Benefit payments for our defined benefit pensions and other postretirement benefit plans for the period ending Dec.

31, 2024, were $ 36 million and $ 3 million, respectively.

The following table sets forth the defined benefit pension and other postretirement benefits payments expected to be paid in 2025 through 2034:

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2030 through 2034 $ 272 $ 17

The expected benefits to be paid are based on the same assumptions used to measure our benefit obligation at December 31, 2023, and include estimated future employee service.

The expected benefits to be paid are based on the same assumptions used to measure our benefit obligation at Dec.

31, 2024, and include estimated future employee service.

Other Employee Benefit Plans

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We generally make a quarterly profit-sharing contribution equal to 1 % of each profit-sharing participant’s eligible compensation during the quarter and an annual discretionary profit-sharing contribution equal to a percentage of each profit-sharing participant’s eligible compensation.

Effective Jan.

1, 2025, the profit-sharing quarterly contributions will increase to 6 % from 1 % of quarterly eligible compensation.

We will continue to make annual discretionary contributions of up to 2 % of eligible compensation.

Our contributions made to the plan, including profit-sharing contributions, were $ 66 million, $ 44 million and $ 35 million in 2024, 2023 and 2022, respectively.

The legacy Magellan 401(k) Plan was terminated as a result of the Magellan Acquisition, and legacy Magellan employees were given the option to roll their 401(k) balances into the existing ONEOK 401(k) Plan or to their individual retirement accounts.

Medallion terminated the legacy Medallion 401(k) Plan effective Oct.

30, 2024, prior to the closing of the Medallion Acquisition on Oct.

Legacy Medallion employees may roll their Medallion 401(k) Plan account balance to the ONEOK 401(k) Plan or an individual retirement account or take a distribution.

In September 2023, the legacy Magellan 401(k) Plan was terminated as a result of the Magellan Acquisition, and legacy Magellan employees were given the option to roll their 401(k) balances into the existing ONEOK 401(k) Plan or to their individual retirement accounts.

The Magellan 401(k) plan was liquidated and closed in September 2024.

Subsequent event - EnLink terminated the EnLink 401(k) Plan effective Jan.

30, 2025, prior to the closing of the EnLink Acquisition.

Legacy EnLink employees may roll their EnLink 401(k) Plan account balance to the ONEOK 401(k) Plan, an individual retirement account or take a distribution.

Nonqualified Deferred Compensation Plan - The 2020 Nonqualified Deferred Compensation Plan and its predecessor nonqualified deferred compensation plans (collectively, the NQDC Plan) provide a select group of management and highly compensated employees, as approved by our chief executive officer, with the option to defer portions of their compensation and receive notional employer contributions that generally are not available due to limitations on employer and employee contributions to qualified defined contribution plans under federal tax laws.

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The following table sets forth our provision for income taxes for the periods indicated:

Years Ended December 31,

Years Ended Dec.

2024 2023 2022

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Total provision for income taxes $ 998 $ 838 $ 528

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The following table is a reconciliation of our income tax provision for the periods indicated:

Years Ended December 31,

Years Ended Dec.

2024 2023 2022

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Income before income taxes

$ 4,110 $ 3,497 $ 2,250

Federal statutory income tax rate 21.0 % 21.0 % 21.0 %

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State income taxes, net of federal benefit 93 100 54

Deferred tax rate change, inclusive of valuation allowance 2 ( 1 ) 6

Change in valuation allowance

Deferred tax rate change

Excess tax benefits from share-based compensation ( 13 ) 1 ( 1 )

Other, net (a) 1 4 23

Other, net 23 1 4

Income tax provision $ 998 $ 838 $ 528

(a) The year ended December 31, 2021, includes $ 19 million impact from previously recognized gains on certain benefit plan investments.

The following table sets forth the tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of the dates indicated:

2023 December 31,

Deferred tax assets ( Millions of dollars )

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(a) Due primarily to excess of tax over book depreciation.

In August 2022, the U.S.

government enacted the IRA into law.

The IRA includes a new corporate alternative minimum tax (CAMT) of 15% on the adjusted financial statement income (AFSI) of corporations with average AFSI exceeding $1.0 billion over a three-year period.

The CAMT became effective for the 2023 tax year.

We do not expect the CAMT to have an impact on our cash taxes in the 2024 tax year.

However, when our CAMT liability is greater than our regular U.S.

federal income tax liability for any particular year, the CAMT liability would effectively accelerate our future U.S.

federal income tax obligations but provide an offsetting credit against our regular U.S.

federal income tax liability for future years.

As a result, we expect that any future impact will be limited to timing differences in future tax years.

As of December 31, 2023, we have federal net operating loss carryforwards of $ 12.1 billion, which have an indefinite carryforward period.

15, 2024, we completed the EnLink Controlling Interest Acquisition resulting in a difference between the carrying value of the underlying assets acquired and the carryover tax basis in the assets, which resulted in a deferred tax liability of $ 2.0 billion recorded as part of the purchase price allocation.

Subsequent event - On Jan.

31, 2025, we completed the EnLink Acquisition by acquiring all of the remaining and outstanding publicly held EnLink Units.

EnLink is now a wholly owned subsidiary and included in our consolidated income tax returns.

31, 2024, we have federal net operating loss carryforwards of $ 13.4 billion, the majority of which have an indefinite carryforward period.

We expect to generate taxable income and utilize these net operating loss carryforwards in future periods.

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therefore, we recorded a valuation allowance, which was increased by $ 12 million and $ 165 million in 2024 and 2023, respectively, a nd reduced by $ 1 million in 2022 through net income.

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UNCONSOLIDATED AFFILIATES

Magellan Acquisition - As a result of the Magellan Acquisition, we acquired ownership interests in Magellan’s eight unconsolidated affiliates.

These investments include a 30 % ownership interest in BridgeTex, which owns an approximately 400-mile crude oil pipeline that connects Permian Basin crude oil to our East Houston terminal;

a 30 % ownership interest in Saddlehorn, which owns an undivided joint interest in an approximately 600-mile pipeline that transports crude oil from the DJ Basin and Rocky Mountain region to storage facilities in Cushing, including our Cushing terminal;

and a 25 % ownership in MVP, which owns a Refined Products marine storage terminal along the Houston Ship Channel in Pasadena, Texas.

EnLink Controlling Interest Acquisition - As a result of the EnLink Controlling Interest Acquisition, our investments in unconsolidated affiliates includes EnLink’s three unconsolidated affiliates.

These investments include EnLink’s 15 % ownership interest in Matterhorn, which is a bidirectional pipeline that transports natural gas from the Waha Hub to Katy, Texas.

The other unconsolidated affiliates acquired are not material.

Investments in Unconsolidated Affiliates - The following table sets forth our investments in unconsolidated affiliates as of the dates indicated:

Interest December 31,

2023 December 31,

Interest Dec.

( Millions of dollars )

Overland Pass 50 % $ 400 $ 402

Saddlehorn (a) 40 % 373 288

Northern Border 50 % 333 338

Saddlehorn 30 % 288 —

BridgeTex 30 % 250 193

Matterhorn (b) 15 % 248 —

MVP 25 % 235 241

Roadrunner 50 % 183 188

BridgeTex 30 % 193 —

Other Various 294 224

Investments in unconsolidated affiliates (a)

$ 1,874 $ 802

(a) - Includes basis differences of $ 148 million and $ 17 million at December 31, 2023 and 2022, respectively, related primarily to equity-method goodwill (Note A).

Investments in unconsolidated affiliates (c) $ 2,316 $ 1,874

(a) - In March 2024, we purchased an additional 10 % interest in Saddlehorn, resulting in a 40 % ownership interest.

(b) - As of Dec.

31, 2024, the 15 % interest represents EnLink’s ownership interest in Matterhorn.

31, 2024 and 2023, respectively, related to property, plant and equipment and equity-method goodwill (Note A).

Equity in Net Earnings from Investments - The following table sets forth our equity in net earnings from investments for the periods indicated:

Years Ended December 31,

Years Ended Dec.

2024 2023 2022

( Millions of dollars )

BridgeTex (a) $ 127 $ ( 1 ) $ —

Northern Border 95 75 71

Overland Pass 86 56 33

Roadrunner 43 37 33

Saddlehorn (a) 50 10 —

Roadrunner 40 43 37

MVP (a) 14 4 —

BridgeTex (a) ( 1 ) — —

Matterhorn (b) 8 — —

Equity in net earnings from investments $ 439 $ 202 $ 148

(a) - Includes equity in net earnings from the period September 25, 2023 through December 31, 2023.

(a) - For the year ended Dec.

31, 2023, includes equity in net earnings from the period Sept.

25, 2023 through Dec.

(b) - For the year ended Dec.

31, 2024, includes equity in net earnings from the period Oct.

15, 2024 through Dec.

We incurred expenses in transactions with unconsolidated affiliates of $ 254 million, $ 132 million and $ 83 million for 2024, 2023 and 2022, respectively, primarily related to Overland Pass and Northern Border.

Revenue earned and accounts receivable from, and accounts payable to, our equity-method investees were not material.

We have agreements with our unconsolidated affiliates that provide that distributions to members are made, primarily, on a pro rata basis according to each member’s ownership interest.

We are the operator of Roadrunner, and as a result of the Magellan Acquisition, we are also the operator of BridgeTex, MVP and Saddlehorn.

We have agreements with our unconsolidated affiliates which provide that distributions to members are made, primarily, on a pro rata basis according to each member’s ownership interest.

We are the operator of Roadrunner, BridgeTex, MVP and Saddlehorn.

In each case, we have operating agreements that provide for reimbursement or payment to us for management services and certain operating costs.

Reimbursements and payments included in operating income in our Consolidated Statements of Income for all periods presented were not material.

In 2024, we acquired an additional 10 % interest in Saddlehorn, resulting in a total ownership interest of 40 %.

In 2023, we made an equity contribution of $ 105 million to Roadrunner, which in combination with an equal contribution from our joint venture partner, was used to repay Roadrunner’s outstanding debt.

In 2022 and 2021, our contributions to Roadrunner

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were not material.

In November 2023, we made an equity contribution of $ 91 million to Northern Border, which in combination with an equal contribution from our joint venture partner, was used to partially repay the outstanding balance of its revolving credit facility and fund capital projects.

Also in 2023, we made an equity contribution of $ 91 million to Northern Border which in combination with an equal contribution from our joint venture partner, was used to partially repay the outstanding balance of its revolving credit facility and fund capital projects.

In 2022, our equity contributions were not material.

COMMITMENTS AND CONTINGENCIES

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Thereafter 708

Environmental Matters and Pipeline Safety - The operation of pipelines, terminals, plants and other facilities for the gathering, processing, fractionation, transportation and storage of products is subject to numerous and complex laws and regulations pertaining to health, safety and the environment.

Total $ 1,431

Regulatory, Environmental and Safety Matters - The operation of pipelines, terminals, plants and other facilities for the gathering, processing, fractionation, transportation and storage of products is subject to numerous and complex laws and regulations pertaining to health, safety and the environment.

As an owner and/or operator of these facilities, we must comply with laws and regulations that relate to air and water quality, hazardous and solid waste management and disposal, cultural resource protection and other environmental and safety matters.

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Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures, including citizen suits, which can include the assessment of monetary penalties, the imposition of remedial requirements and the issuance of injunctions or restrictions on operation or construction.

Management does not believe that, based on currently known information, a material risk of noncompliance with these laws and regulations exists that will affect adversely our consolidated results of operations, financial condition or cash flows.

Management does not

believe that, based on currently known information, a material risk of noncompliance with these laws and regulations exists that will affect adversely our consolidated results of operations, financial condition or cash flows.

Legal Proceedings - Corpus Christi Terminal Personal Injury Proceeding - Ismael Garcia, Andrew Ramirez, and Jesus Juarez Quintero, et al.

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in Nueces County Court in Texas.

The claims were originally brought in three different actions but were consolidated into a single case on March 2, 2021.

Claims were asserted by or on behalf of seven individuals, and certain beneficiaries, who were employed by a contractor of Magellan and were injured, one fatally, as a result of a fire that occurred on December 5, 2020 while they were cleaning a tank at our Corpus Christi terminal.

We reached settlement with certain claimants, including resolution of claims relating to the individual who was fatally injured.

Other claims remain outstanding.

We recorded accruals that represent our best estimate for these claims.

We also recorded offsetting insurance receivables for the amounts accrued.

We expect future losses in excess of amounts accrued, if any, to be recoverable through insurance.

While the outcome cannot be predicted, we do not expect the final resolution of this matter to have a material adverse effect on our business .

The claims were originally brought in three different actions but were consolidated into a single case on Mar.

5, 2020, while they were cleaning a tank at our Corpus Christi terminal.

In 2024, we reached settlement with all remaining claimants, and all settlement payments were made, and were fully offset by insurance proceeds received.

We are a party to various other legal proceedings that have arisen in the normal course of our operations.

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Additionally, we believe the probable final outcome of such proceedings will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.

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Contract Liabilities - The following table sets forth the balances in contract liabilities for the periods indicated:

Contract Liabilities ( Millions of dollars )

Balance at January 1, 2022 $ 51

Revenue recognized included in beginning balance ( 36 )

Net additions 37

Balance at December 31, 2022 (a) 52

Revenue recognized included in beginning balance ( 23 )

Net additions (b) 121

Balance at December 31, 2023 (c) $ 150

(a) - Contract liabilities of $ 23 million and $ 29 million are included in other current liabilities and other deferred credits, respectively, in our Consolidated Balance Sheet.

(b) - Net additions include increases due to the Magellan Acquisition, which are primarily related to customer prepayments for services.

(c) - Contract liabilities of $ 104 million and $ 46 million are included in other current liabilities and other deferred credits, respectively, in our Consolidated Balance Sheet.

Receivables from Customers and Revenue Disaggregation - Substantially all of the balances in accounts receivable on our Consolidated Balance Sheets at December 31, 2023 and 2022, relate to customer receivables.

Revenue sources are disaggregated in Note Q.

Lessee activity - The following table sets forth information about our operating lease assets and liabilities included in our Consolidated Balance Sheets as of the dates indicated:

Leases Location in our Consolidated Balance Sheets Dec.

31, 2024 Dec.

( Millions of dollars )

Operating leases assets Other assets $ 220 $ 104

Operating leases liabilities

Current Other current liabilities

Noncurrent Other deferred credits

Total operating lease liabilities $ 216 $ 97

The weighted average remaining lease term for our operating leases was 9.1 years and 6.3 years at Dec.

31, 2024 and 2023, respectively.

The weighted average discount rate for our operating leases was 5.51 % and 5.78 % at Dec.

31, 2024 and 2023, respectively.

Our weighted-average discount rates represent the rate implicit in the lease or our incremental borrowing rate for a term equal to the remaining term of the lease.

The following table sets forth the maturity of our lease liabilities as of Dec.

( Millions of dollars )

2030 and beyond 75

Total lease payments 275

Present value of lease liabilities $ 216

Our lease costs and supplemental cash flow information related to our leases for the periods ended Dec.

31, 2024 and 2023, are not material.

Unsatisfied Performance Obligations - We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) variable consideration on contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

The following table presents aggregate value allocated to unsatisfied performance obligations as of December 31, 2023, and the amounts we expect to recognize in revenue in future periods, related primarily to firm transportation and storage contracts with remaining contract terms ranging from one month to 20 years:

The following table presents aggregate value allocated to unsatisfied performance obligations as of Dec.

31, 2024, and the amounts we expect to recognize in revenue in future periods, related primarily to firm transportation and storage contracts with remaining contract terms ranging from two months to 16 years:

Expected Period of Recognition in Revenue ( Millions of dollars )

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Information on the nature of the variable consideration excluded and the nature of the performance obligations to which the variable consideration relates can be found in the description of the major contract types discussed in Note A.

The amounts we determined to be fully constrained relate to future sales obligations under long-term sales contracts where the transaction price is not known and minimum volume agreements, which we consider to be fully constrained until invoiced.

The amounts we determined to be fully constrained relate to future sales obligations under long-term sales contracts where the value is not known and minimum volume agreements, which we consider to be fully constrained until invoiced.

Segment Descriptions - Our operations are divided into four reportable business segments, as follows:

• our Natural Gas Gathering and Processing segment gathers, treats and processes natural gas;

• our Natural Gas Gathering and Processing segment gathers, treats, processes and markets natural gas;

• our Natural Gas Liquids segment gathers, treats, fractionates and transports NGLs and stores, markets and distributes Purity NGLs;

• our Natural Gas Pipelines segment transports and stores natural gas;

• our Refined Products and Crude segment transports, stores and distributes Refined Products and crude oil, as well as conducts certain commodity-related activities including liquids blending and marketing activities.

This new reportable business segment was added in conjunction with the Magellan Acquisition that closed on September 25, 2023.

Results of operations for this business segment are included below for the period September 25, 2023 through December 31, 2023.

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Other and eliminations consist of corporate costs, the operating and leasing activities of our headquarters building and related parking facility, the activity of our wholly owned captive insurance company and eliminations necessary to reconcile our reportable segments to our Consolidated Financial Statements.

For the year ended December 31, 2023, revenues from one customer impacting all our segments represented approximately 11 % of our consolidated revenues.

For the year ended December 31, 2022, we had no single customer from which we received 10 % or more of our consolidated revenues.

For the year ended December 31, 2021, revenues from one customer in our Natural Gas Liquids segment represented approximately 12 % of our consolidated revenues.

• our Natural Gas Pipelines segment transports, stores and markets natural gas;

• our Refined Products and Crude segment gathers, transports, stores, distributes, blends and markets Refined Products and crude oil.

15, 2024, we completed the EnLink Controlling Interest Acquisition.

EnLink’s results of operations are reported across all four of our existing operating segments from the period of Oct.

15, 2024, to Dec.

31, 2024, we completed the Medallion Acquisition.

Medallion’s results of operations are reported in our Refined Products and Crude segment from the period of Nov.

1, 2024, to Dec.

Other and eliminations consist of corporate costs, the operating activities of our headquarters building and related parking facility, the activity of our wholly owned captive insurance company and eliminations necessary to reconcile our reportable segments to our Consolidated Financial Statements.

For the years ended Dec.

31, 2024, and Dec.

31, 2022, we had no single customer from which we received 10% or more of our consolidated revenues.

For the year ended Dec.

31, 2023, revenues from one customer impacting all our segments represented approximately 11 % of our consolidated revenues.

The significant expense categories and amounts included in the table below align with the segment-level information that is regularly provided to the chief operating decision maker.

Operating Segment Information - The following tables set forth certain selected financial information for our operating segments for the periods indicated:

Year Ended December 31, 2023 Natural Gas

Year Ended Dec.

31, 2024 Natural Gas

Gathering and

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Residue natural gas sales 1,203 — 137 — 1,340

Gathering, processing and exchange services revenue 147 549 — — 696

Exchange services and natural gas gathering and processing revenue 260 500 — — 760

Transportation and storage revenue 70 207 684 2,082 3,043

Other 32 10 2 34 78

Other revenue

23 14 1 120 158

Total revenues (a) 4,589 15,167 822 4,460 25,038

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Noncash compensation expense

Other ( 1 ) 778 ( 2 ) — 775

20 34 8 31 93

75 3 228 ( 9 ) 297

Segment adjusted EBITDA $ 1,484 $ 2,543 $ 900 $ 1,892 $ 6,819

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Capital expenditures $ 492 $ 987 $ 258 $ 216 $ 1,953

(a) - Intersegment revenues are primarily commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly, and for the Natural Gas Gathering and Processing segment totaled $ 2.4 billion.

Intersegment revenues for the Natural Gas Liquids, Refined Products and Crude and Natural Gas Pipelines segments were not material.

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Year Ended December 31, 2023 Total

(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly.

Intersegment revenues totaled $ 3.0 billion for the Natural Gas Gathering and Processing segment, $ 0.3 billion for the Natural Gas Liquids segment and were not material for the Refined Products and Crude and Natural Gas Pipelines segments.

(b) - Includes a gain of $ 227 million for the Natural Gas Pipelines segment related to the sale of three of our wholly owned interstate natural gas pipeline systems to DT Midstream, Inc.

Year Ended Dec.

31, 2024 Total

Segments Other and

4 unchanged sentences

Residue natural gas sales 1,340 ( 10 ) 1,330

Gathering, processing and exchange services revenue 696 — 696

Exchange services and natural gas gathering and processing revenue 760 — 760

Transportation and storage revenue 3,043 ( 23 ) 3,020

Other 78 ( 7 ) 71

Other revenue

158 ( 20 ) 138

Total revenues (a) $ 25,038 $ ( 3,340 ) $ 21,698

6 unchanged sentences

Capital expenditures $ 1,953 $ 68 $ 2,021

(a) - Noncustomer revenue for the year ended December 31, 2023, totaled $ 296 million related primarily to gains from derivatives on commodity sales contracts.

Year Ended December 31, 2022 Natural Gas

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

Year Ended Dec.

31, 2023 Natural Gas

Gathering and

1 unchanged sentence

Liquids Natural Gas

Pipelines Total

Pipelines Refined Products and Crude Total

( Millions of dollars )

NGL and condensate sales $ 3,690 $ 18,329 $ — $ 22,019

Liquids commodity sales $ 2,479 $ 13,666 $ — $ 502 $ 16,647

Residue natural gas sales 1,398 — 39 — 1,437

1 unchanged sentence

Transportation and storage revenue — 204 582 535 1,321

Other 25 11 1 37

Other revenue 32 10 2 34 78

Total revenues (a) 4,056 14,429 623 1,071 20,179

1 unchanged sentence

Operating costs ( 467 ) ( 666 ) ( 202 ) ( 198 ) ( 1,533 )

Equity in net earnings from investments 5 35 108 148

Adjusted EBITDA from unconsolidated affiliates 1 67 160 36 264

Noncash compensation expense 19 29 8 6 62

Other 2 88 — 90

( 1 ) 778 ( 2 ) — 775

Segment adjusted EBITDA

1 unchanged sentence

Depreciation and amortization $ ( 272 ) $ ( 334 ) $ ( 67 ) $ ( 92 ) $ ( 765 )

Equity in net earnings from investments $ ( 2 ) $ 58 $ 118 $ 28 $ 202

Investments in unconsolidated affiliates $ 24 $ 419 $ 526 $ 903 $ 1,872

1 unchanged sentence

Capital expenditures $ 448 $ 818 $ 228 $ 52 $ 1,546

Intersegment revenues for the Natural Gas Liquids and Natural Gas Pipelines segments were not material.

T able of Contents

Year Ended December 31, 2022 Total

(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly.

Intersegment revenues for the Natural Gas Gathering and Processing segment totaled $ 2.4 billion and were not material for the Natural Gas Liquids, Refined Products and Crude and Natural Gas Pipelines segments.

(b) - Includes a settlement gain of $ 779 million for the Natural Gas Liquids segment related to the Medford incident.

Year Ended Dec.

31, 2023 Total

Segments Other and

2 unchanged sentences

Reconciliations of total segments to consolidated

NGL and condensate sales $ 22,019 $ ( 3,759 ) $ 18,260

Liquids commodity sales $ 16,647 $ ( 2,480 ) $ 14,167

Residue natural gas sales 1,437 — 1,437

1 unchanged sentence

Transportation and storage revenue 1,321 ( 15 ) 1,306

Other 37 ( 16 ) 21

Other revenue

Total revenues (a) $ 20,179 $ ( 2,502 ) $ 17,677

6 unchanged sentences

Capital expenditures $ 1,546 $ 49 $ 1,595

(a) - Noncustomer revenue for the year ended December 31, 2022, totaled $( 286 ) million related primarily to losses from derivatives on commodity contracts.

Year Ended December 31, 2021 Natural Gas

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

Year Ended Dec.

31, 2022 Natural Gas

Gathering and

7 unchanged sentences

Transportation and storage revenue — 180 539 719

Other 21 41 1 63

Other revenue

Total revenues (a) 6,533 19,067 579 26,179

3 unchanged sentences

Equity in net earnings from investments 5 35 108 148

Noncash compensation expense and other 17 19 5 41

Noncash compensation expense 17 27 7 51

Other 2 88 — 90

Segment adjusted EBITDA

4 unchanged sentences

Capital expenditures $ 445 $ 581 $ 123 $ 1,149

Intersegment revenues for the Natural Gas Liquids and Natural Gas Pipelines segments were not material.

T able of Contents

Year Ended December 31, 2021 Total

(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly.

Intersegment revenues for the Natural Gas Gathering and Processing segment totaled $ 3.7 billion and were not material for the Natural Gas Liquids and Natural Gas Pipelines segments.

Year Ended Dec.

31, 2022 Total

Segments Other and

6 unchanged sentences

Transportation and storage revenue 719 ( 9 ) 710

Other 63 ( 2 ) 61

Other revenue

Total revenues (a) $ 26,179 $ ( 3,792 ) $ 22,387

6 unchanged sentences

Capital expenditures $ 1,149 $ 53 $ 1,202

(a) - Noncustomer revenue for the year ended December 31, 2021, totaled $( 565 ) million related primarily to losses from derivatives on commodity contracts.

Years Ended December 31,

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

Years Ended Dec.

2024 2023 2022

5 unchanged sentences

Income taxes 998 838 528

Adjusted EBITDA from unconsolidated affiliates (c) 264 — —

Equity in net earnings from investments (c)

Adjusted EBITDA from unconsolidated affiliates (a)

Equity in net earnings from investments (a)

( 439 ) ( 202 ) —

Noncash compensation expense and other 76 49 68

Other corporate costs (b) 35 70 —

Total segment adjusted EBITDA (a) (c) $ 5,313 $ 3,620 $ 3,381

(a) - The year ended December 31, 2023 includes $ 633 million related to the Medford incident, including a settlement gain of $ 779 million, offset partially by $ 146 million of third-party fractionation costs.

(b) - The year ended December 31, 2023 primarily includes corporate costs related to the Magellan Acquisition of $ 158 million, offset partially by interest income of $ 49 million and corporate net gains of $ 41 million on extinguishment of debt related to open market repurchases.

(c) - Beginning in 2023, we updated our calculation methodology of adjusted EBITDA to include adjusted EBITDA from our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net earnings from investments.

Total segment adjusted EBITDA (a)(c)(d)

$ 6,819 $ 5,313 $ 3,620

(a) - Beginning in 2023, we updated our calculation methodology of adjusted EBITDA to include adjusted EBITDA from our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net earnings from investments.

In prior periods, our calculation included equity in net earnings from investments.

This change resulted in an additional $ 62 million of adjusted EBITDA in 2023, and we have not restated prior periods.

(b) - The year ended Dec.

31, 2024, includes transaction costs related primarily to the EnLink Acquisitions and Medallion Acquisition of $ 73 million, offset partially by interest income of $ 39 million.

The year ended Dec.

31, 2023, includes transaction costs related to the Magellan Acquisition of $ 158 million, offset partially by interest income of $ 49 million and corporate net gains of $ 41 million on extinguishment of debt related to open market repurchases.

31, 2023, includes $ 633 million related to the Medford incident, including a settlement gain of $ 779 million, offset partially by $ 146 million of third-party fractionation costs.

(d) - The year ended Dec.

31, 2024, includes a gain of $ 227 million from the interstate natural gas pipeline divestiture.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

1 unchanged sentence

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 8. Financial Statements and Supplementary Data