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Item 1. Financial Statements

2025-04-30 compared with 2024-10-30 · 205 added, 515 removed, 327 unchanged (69% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended Nine Months Ended

Three Months Ended

( Unaudited )

2024 2023 2024 2023

( Millions of dollars, except per share amounts )

Commodity sales $ 6,912 $ 3,928

Services 940 429 2,693 1,155

Services and other 1,131 853

Total revenues (Note K)

5,023 4,189 14,698 12,442

Cost of sales and fuel (exclusive of items shown separately below) 5,655 2,897

3 unchanged sentences

Transaction costs (Note B)

10 123 17 133

Other operating (income) expense, net (Note C)

2 ( 1 ) ( 65 ) ( 782 )

Other operating income, net ( 6 ) ( 6 )

Operating income 1,220 1,064

Equity in net earnings from investments (Note I)

92 49 256 132

Other income, net

4 unchanged sentences

Net income 691 639

Net income attributable to noncontrolling interests ( 55 ) —

Net income attributable to ONEOK 636 639

Preferred stock dividends

9 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended Nine Months Ended

Three Months Ended

( Unaudited )

2024 2023 2024 2023

(Millions of dollars)

4 unchanged sentences

Derivative amounts reclassified to net income, net of tax of $( 3 ) and $ 6 , respectively

4 ( 7 ) ( 4 ) ( 44 )

Changes in benefit plan obligations and other, net of tax of $ — and $ — , respectively

1 2 ( 2 ) ( 2 )

Total other comprehensive income (loss), net of tax 40 7 ( 35 ) 40

Total other comprehensive loss, net of tax ( 27 ) ( 95 )

Comprehensive income 664 544

Comprehensive income attributable to noncontrolling interests ( 55 ) —

Comprehensive income attributable to ONEOK $ 609 $ 544

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

March 31, December 31,

( Unaudited )

3 unchanged sentences

Accounts receivable, net 2,651 2,326

Materials and supplies 157 148

Inventories 905 748

Commodity imbalances 14 26

Other current assets 419 431

7 unchanged sentences

Intangible assets, net 3,002 3,039

Cash held for acquisitions (Notes B & F)

Other assets 416 450

3 unchanged sentences

Current liabilities

Current maturities of long-term debt (Note F)

Current maturities of long-term debt (Note E)

$ 2,059 $ 1,059

Short-term borrowings (Note E)

Accounts payable 2,437 2,187

Commodity imbalances 319 260

Accrued taxes 216 215

Accrued interest 461 511

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Commitments and contingencies (Note J)

Equity (Note G)

Equity (Note F)

Preferred stock, $ 0.01 par value:

authorized and issued 20,000 shares at Sept.

30, 2024, and Dec.

authorized and issued 20,000 shares at March 31, 2025, and December 31, 2024

Common stock, $ 0.01 par value:

1 unchanged sentence

issued 651,056,373 shares and outstanding 624,626,545 shares at

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

March 31, 2025;

issued 609,713,834 shares and outstanding 583,110,633 shares at December 31, 2024

Paid-in capital 20,721 16,354

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Treasury stock, at cost:

25,541,011 shares at Sept.

30, 2024, and 26,620,734 shares at

26,429,828 shares at March 31, 2025, and 26,603,201 shares at

December 31, 2024

( 810 ) ( 807 )

Total ONEOK shareholders’ equity 21,364 17,036

Noncontrolling interests in consolidated subsidiaries 756 5,097

Total equity 22,120 22,133

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See accompanying Notes to Consolidated Financial Statements.

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and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

Three Months Ended

(Unaudited) 2025 2024

4 unchanged sentences

Depreciation and amortization 380 254

Equity in net earnings from investments ( 256 ) ( 132 )

Equity in net earnings from investments (Note I) ( 108 ) ( 76 )

Distributions received from unconsolidated affiliates 101 78

Deferred income taxes 170 180

Medford settlement gain — ( 779 )

Medford settlement proceeds — 502

Other, net 14 23

3 unchanged sentences

Accounts payable 281 ( 29 )

Risk-management assets and liabilities ( 34 ) ( 144 )

Other assets and liabilities, net ( 156 ) ( 156 )

2 unchanged sentences

Capital expenditures (less allowance for equity funds used during construction) ( 629 ) ( 512 )

Cash paid for acquisitions, net of cash received ( 408 ) ( 5,008 )

Purchases of and contributions to unconsolidated affiliates ( 82 ) ( 92 )

( 102 ) ( 111 )

Distributions received from unconsolidated affiliates in excess of cumulative earnings 55 18

Medford settlement proceeds — 328

Other, net 17 26

2 unchanged sentences

Dividends paid ( 643 ) ( 578 )

Issuance of long-term debt, net of discounts 6,982 5,298

Debt financing costs ( 67 ) ( 71 )

Repayment of long-term debt ( 484 ) ( 1,040 )

Short-term borrowings, net 200 320

Repurchase of common stock ( 30 ) —

Repayment of long-term debt (Note E) ( 250 ) —

Other, net ( 79 ) ( 33 )

Cash provided by financing activities 4,681 2,910

Cash used in financing activities ( 802 ) ( 291 )

Change in cash and cash equivalents ( 592 ) ( 273 )

Cash and cash equivalents at beginning of period 733 338

Cash and cash equivalents at end of period (a)

$ 6,464 $ 284

(a) - Includes cash held for acquisitions, which is included within other assets on our Consolidated Balance Sheet as of Sept.

Cash and cash equivalents at end of period $ 141 $ 65

See accompanying Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

( Unaudited )

Stock Issued Common

Stock Issued Preferred

Stock Paid-in

ONEOK Shareholder's Equity

(Unaudited) Preferred Stock Common Stock Paid-in Capital AOCL* Retained Earnings Treasury Stock Noncontrolling Interest Total Equity

(Millions of dollars)

1, 2024 20,000 609,713,834 $ — $ 6 $ 16,320

January 1, 2025 $ — $ 6 $ 16,354 $ ( 96 ) $ 1,579 $ ( 807 ) $ 5,097 $ 22,133

Net income — — — — 636 — 55 691

Other comprehensive loss — — — ( 27 ) — — — ( 27 )

Preferred stock dividends - $ 13.75 per share (Note G)

Common stock issued — — — — ( 8 )

Common stock dividends - $ 0.99 per share (Note G)

Other, net — — — — ( 9 )

March 31, 2024 20,000 609,713,834 — 6 16,303

Net Income — — — — —

Other comprehensive income — — — — —

Preferred stock dividends - $ 13.75 per share (Note G)

Common stock issued — — — — 18

Common stock dividends - $ 0.99 per share (Note G)

Other, net — — — — 17

June 30, 2024 20,000 609,713,834 — 6 16,338

Net Income — — — — —

Other comprehensive income — — — — —

Preferred stock dividends - $ 13.75 per share (Note G)

Common stock issued — — — — 7

Common stock dividends - $ 0.99 per share (Note G)

Other, net — — — — 17

30, 2024 20,000 609,713,834 $ — $ 6 $ 16,362

1, 2023 20,000 474,916,234 $ — $ 5 $ 7,253

Net income — — — — —

Other comprehensive income — — — — —

Preferred stock dividends - $ 13.75 per share

Common stock issued — — — — ( 3 )

Common stock dividends - $ 0.955 per share

Other, net — — — — 3

March 31, 2023 20,000 474,916,234 — 5 7,253

Net income — — — — —

Other comprehensive income — — — — —

Preferred stock dividends - $ 13.75 per share

Common stock issued — — — — 7

Common stock dividends $ 0.955 per share

Other, net — — — — 10

June 30, 2023 20,000 474,916,234 — 5 7,270

Net income — — — — —

Other comprehensive income — — — — —

Preferred stock dividends - $ 13.75 per share

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

Common stock issued — — — — 3

Common stock dividends $ 0.955 per share

Other, net — — — — ( 19 )

— — — — — — — —

and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

( Unaudited )

Comprehensive

Loss Retained

Earnings Treasury

( Millions of dollars )

1, 2024 $ ( 33 ) $ 868 $ ( 677 ) $ 16,484

Net income — 639 — 639

Other comprehensive loss ( 95 ) — — ( 95 )

Preferred stock dividends - $ 13.75 per share (Note G)

Common stock issued — — ( 21 ) — — 14 — ( 7 )

Common stock dividends - $ 0.99 per share (Note G)

— ( 579 ) — ( 579 )

— ( 1 ) — ( 10 )

March 31, 2024 ( 128 ) 927 ( 663 ) 16,445

Net income — 780 — 780

Other comprehensive income 20 — — 20

Preferred stock dividends - $ 13.75 per share (Note G)

Common stock issued — — 10 28

Common stock dividends - $ 0.99 per share (Note G)

— ( 580 ) — ( 580 )

Other, net — ( 1 ) — 16

June 30, 2024 ( 108 ) 1,126 ( 653 ) 16,709

Net income — 693 — 693

Other comprehensive income 40 — — 40

Preferred stock dividends - $ 13.75 per share (Note G)

— ( 1 ) — ( 1 )

Common stock issued — — 3 10

Common stock dividends - $ 0.99 per share (Note G)

Common stock dividends - $ 1.03 per share (Note F)

— — — — ( 645 ) — — ( 645 )

Repurchase of common stock — — — — — ( 17 ) — ( 17 )

EnLink Acquisition (Note B) — 1 4,377 — — — ( 4,378 ) —

Distributions to noncontrolling interests — — — — — — ( 25 ) ( 25 )

Contributions from noncontrolling interests — — — — — — 4 4

Other, net — — 11 — ( 1 ) — 3 13

30, 2024 $ ( 68 ) $ 1,237 $ ( 650 ) $ 16,887

Jan 1, 2023 $ ( 108 ) $ 50 $ ( 706 ) $ 6,494

Net income — 1,049 — 1,049

Other comprehensive income 9 — — 9

Preferred stock dividends - $ 13.75 per share

Common stock issued — — 7 4

Common stock dividends - $ 0.955 per share

— ( 427 ) — ( 427 )

March 31, 2025 $ — $ 7 $ 20,721 $ ( 123 ) $ 1,569 $ ( 810 ) $ 756 $ 22,120

Net income — 468 — 468

Other comprehensive income 24 — — 24

Preferred stock dividends - $ 13.75 per share

Common stock issued — — 6 13

Common stock dividends - $ 0.955 per share

— ( 429 ) — ( 429 )

June 30, 2023 ( 75 ) 711 ( 693 ) 7,218

* Accumulated other comprehensive loss

(Unaudited) Preferred Stock Common Stock Paid-in Capital AOCL* Retained Earnings Treasury Stock Total Equity

(Millions of dollars)

January 1, 2024 $ — $ 6 $ 16,320 $ ( 33 ) $ 868 $ ( 677 ) $ 16,484

Net income — — — — 639 — 639

Other comprehensive income 7 — — 7

Other comprehensive loss — — — ( 95 ) — — ( 95 )

Preferred stock dividends - $ 13.75 per share

— — — — — — —

Magellan Acquisition consideration — — — 9,062

Common stock issued — — ( 8 ) — — 14 6

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Other, net — — ( 9 ) — ( 1 ) — ( 10 )

30, 2023 $ ( 68 ) $ 737 $ ( 691 ) $ 16,299

March 31, 2024 $ — $ 6 $ 16,303 $ ( 128 ) $ 927 $ ( 663 ) $ 16,445

* Accumulated other comprehensive loss

See accompanying Notes to Consolidated Financial Statements.

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These unaudited Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements in our Annual Report.

Goodwill Impairment Review - We assess our goodwill for impairment at least annually as of July 1, unless events or changes in circumstances indicate an impairment may have occurred before that time.

At July 1, 2024, we assessed qualitative factors to determine whether it was more likely than not that the fair value of each of our reporting units with goodwill was less than its carrying amount.

After assessing qualitative factors (including macroeconomic conditions, industry and market considerations, costs and overall financial performance), we determined that it was more likely than not that the fair value of the Natural Gas Pipelines, Natural Gas Liquids and Refined Products and Crude reporting units were not less than their respective carrying value, that no further testing was necessary and that goodwill was not considered impaired.

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

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

We consider the applicability and impact of all ASUs.

Except as discussed below, there have been no new accounting pronouncements that have become effective or have been issued that are of significance or potential significance to us during the quarter.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires public entities to disclose significant expense categories and amounts for each reportable segment on both an interim and annual basis, consisting of expenses regularly reported to the chief operating decision maker and included in a segment's reported measure of segment profit or loss.

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 do not expect the adoption of this standard to 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.

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

EnLink Controlling Interest Acquisition - On Aug.

28, 2024, we entered into the EnLink Purchase Agreement with GIP to acquire GIP’s interest in EnLink consisting of 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 approximately $ 3.3 billion.

Subsequent event - On Oct.

15, 2024, we completed the EnLink Controlling Interest Acquisition, and through our 100 % ownership of the managing member of EnLink, we have obtained control of EnLink.

We funded this acquisition with an underwritten public offering of senior notes.

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

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

The assets of EnLink include approximately 13,600 miles of pipeline, 25 natural gas processing plants, with approximately 5.9 Bcf/d of processing capacity, seven fractionators with approximately 316 MBbl/d of fractionation capacity, barge and rail terminals, product storage facilities, including natural gas storage, purchasing and marketing capabilities and equity investments in certain joint ventures.

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 expect to achieve significant synergies by combining our complementary asset positions.

In addition, we intend to pursue the acquisition of the publicly held EnLink Units in a tax-free transaction.

The EnLink Controlling Interest Acquisition will be 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 value on the acquisition date.

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’s judgment and the use of independent valuation specialists.

At the time of this filing, it is impracticable to disclose all the information required by ASC 805, “Business Combinations,” as we are in the process of evaluating the purchase accounting and pro forma implications of this transaction.

See Part 2, Item 1A “Risk Factors” for further discussion of risks related to the EnLink Controlling Interest Acquisition and the Potential EnLink Transaction.

Medallion Acquisition - On Aug.

28, 2024, we also entered into the Medallion Purchase and Sale Agreement with GIP to acquire all of the equity interests in Medallion for a purchase price of $ 2.6 billion, subject to upward and downward adjustments specified in the Medallion Purchase and Sale Agreement, and inclusive of the purchase of additional interests in a Medallion joint venture owned by a separate third party.

Medallion operations are principally composed of providing 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.

Following the completion of the Medallion Acquisition, we expect Medallion to be a wholly owned subsidiary.

The closing of this transaction is expected to occur during the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including the expiration or termination of all applicable waiting periods imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

We intend to fund this acquisition with a portion of the proceeds from the September 2024 underwritten public offering of senior notes.

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

We expect to account 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 will be recorded as goodwill.

See Part 2, Item 1A “Risk Factors” for further discussion of risks related to this acquisition.

Gulf Coast NGL Pipelines Acquisition - In June 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.

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 in our Annual Report.

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 value 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.

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)

Magellan public common units outstanding

Cash consideration per Magellan unit

Cash consideration $ 5,052

Magellan public common units outstanding

ONEOK exchange ratio per Magellan unit

Shares of ONEOK common stock issued

ONEOK common stock closing price on Sept.

Fair value of common stock issued

Fair value of Magellan replacement equity awards

Equity consideration

Total consideration

Assets acquired:

(Millions of dollars)

Cash and cash equivalents $ 37

Accounts receivables, net

Inventories 352

Other current assets 140

Property, plant and equipment 11,644

Investments in unconsolidated affiliates 922

Intangible assets 1,124

Total assets acquired 14,673

Liabilities assumed:

Accounts payable 213

Other current liabilities (a)

Long-term debt, excluding current maturities 4,013

Other deferred credits and liabilities

Total liabilities assumed 5,148

Total identifiable net assets 9,525

Goodwill 4,589

Total purchase price $ 14,114

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

During the nine months ended Sept.

30, 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.

Pro Forma Financial Information

The following table sets forth the unaudited supplemental pro forma financial information for the three and nine months ended Sept.

30, 2023, as if we had completed the Magellan Acquisition on Jan.

Three Months Ended

Nine Months Ended

(Millions of dollars )

Revenue $ 4,850 $ 14,764

Net income $ 572 $ 2,364

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 on Jan.

1, 2022, nor is it necessarily indicative of future results.

For more information on the basis of our pro forma adjustments, please see our Annual Report.

Transaction Costs - For the three and nine months ended Sept.

30, 2024, transaction costs relate primarily to our recent acquisitions, including the Magellan Acquisition, the EnLink Controlling Interest Acquisition and the Medallion Acquisition.

For the nine months ended Sept.

30, 2023, we recognized approximately $ 154 million of transaction costs associated with the Magellan Acquisition.

These non-recurring costs are primarily related to advisory fees, severance and settlement of share-based awards for certain Magellan employees and integration costs, 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 periods indicated:

Three Months Ended

Nine Months Ended

2024 2023 2024 2023

(Millions of dollars)

Transaction costs

$ 10 $ 123 $ 17 $ 133

Interest expense

$ 33 $ 136 $ 40 $ 154

MEDFORD INCIDENT

In 2022, a fire occurred at our 210 MBbl/d Medford, Oklahoma, natural gas liquids 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.

The remaining $ 830 million was received in the first quarter of 2023.

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.

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 (expense), 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.

ASUs not discussed herein or in our Annual Report were assessed and determined to be either not applicable or clarifications of ASUs previously issued.

There have been no new accounting pronouncements that have become effective or have been issued that are of significance or potential significance to us during the quarter, and no material updates to recently issued standards disclosed in our Annual Report.

EnLink Acquisition - On January 31, 2025, we completed the EnLink Acquisition.

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

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

As a result of the completion of the EnLink Acquisition, common units of EnLink are no longer publicly traded, and EnLink is now a wholly owned subsidiary.

As we controlled EnLink at December 31, 2024, prior to the EnLink Acquisition, the change in our ownership interest was accounted for as an equity transaction.

The carrying value of the noncontrolling interest in consolidated subsidiaries at the acquisition date was $ 4.4 billion.

The difference between the equity consideration and the carrying value of the noncontrolling interest in consolidated subsidiaries at the acquisition date was recognized as an adjustment to paid-in capital.

Supplemental Cash Flow Information - Our noncash balance sheet activity related to the EnLink Acquisition is as follows (in millions):

Common stock $ 1

Paid-in capital $ 4,377

Noncontrolling interests in consolidated subsidiaries $ ( 4,378 )

EnLink Controlling Interest Acquisition - On October 15, 2024, we completed the EnLink Controlling Interest Acquisition.

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

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

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

During the three months ended March 31, 2025, there were no material changes to the preliminary purchase price allocation disclosed in our Annual Report.

Medallion Acquisition - On October 31, 2024, we completed the Medallion Acquisition.

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

During the three months ended March 31, 2025, there were no material changes to the preliminary purchase price allocation disclosed in our Annual Report.

Transaction Costs - The three months ended March 31, 2025, included $ 42 million of nonrecurring transaction costs, of which $ 31 million related to advisory fees and severance and $ 11 million of noncash compensation expense related to the settlement of share-based awards for certain EnLink employees associated with the EnLink Acquisition.

FAIR VALUE MEASUREMENTS

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

March 31, 2025

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

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Total derivative liabilities $ ( 63 ) $ ( 73 ) $ — $ ( 136 ) $ 130 $ ( 6 )

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheet on a net basis.

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis.

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

30, 2024, we posted no cash and held cash of $ 15 million from various counterparties, which offsets our derivative net asset position under master-netting arrangements as shown in the table above.

At March 31, 2025, we held no cash and posted cash of $ 94 million with a counterparty, including $ 49 million of cash collateral that is offsetting derivative net liability positions under master-netting arrangements in the table above.

The remaining $ 45 million of cash collateral in excess of derivative liability positions is included in other current assets in our Consolidated Balance Sheets.

December 31, 2024

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

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Total derivative liabilities $ ( 40 ) $ ( 46 ) $ — $ ( 86 ) $ 81 $ ( 5 )

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheet on a net basis.

(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis.

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

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, including cash held for the EnLink Controlling Interest Acquisition and the Medallion Acquisition, accounts receivable, accounts payable and short-term borrowings is equal to book value due to the short-term nature of these items.

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

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

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

Our cash and cash equivalents are composed of bank and money market accounts and are classified as Level 1.

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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 $ 28.0 billion and $ 21.4 billion at Sept.

30, 2024, and Dec.

31, 2023, respectively.

The book value of our consolidated long-term debt, including current maturities, was $ 28.1 billion and $ 21.7 billion at Sept.

30, 2024, and Dec.

31, 2023, respectively.

The estimated fair value of our consolidated long-term debt, including current maturities, was $ 30.7 billion and $ 30.8 billion at March 31, 2025, and December 31, 2024, respectively.

The book value of our consolidated long-term debt, including current maturities, was $ 31.8 billion and $ 32.1 billion at March 31, 2025, and December 31, 2024, respectively.

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

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Interest-rate risk - We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps.

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

In the third quarter 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.

30, 2024, and Dec.

31, 2023, we had no outstanding interest-rate derivative instruments.

At both March 31, 2025, and December 31, 2024, we had no outstanding interest-rate derivative instruments.

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

30, 2024 Dec.

Location in our

Consolidated Balance

Sheets Assets (Liabilities) Assets (Liabilities)

Derivatives designated as hedging instruments ( Millions of dollars )

Commodity contracts (a) Other current assets $ 73 $ ( 23 ) $ 163 $ ( 78 )

March 31, 2025 December 31, 2024

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

(Millions of dollars)

Derivatives designated as hedging instruments

Commodity contracts (a)(b) Other current assets/liabilities $ 59 $ ( 107 ) $ 39 $ ( 47 )

Total derivatives designated as hedging instruments 59 ( 107 ) 39 ( 47 )

Derivatives not designated as hedging instruments

Commodity contracts (a) Other current assets 7 ( 3 ) 14 ( 6 )

Commodity contracts (a)(b) Other current assets/liabilities 22 ( 29 ) 36 ( 33 )

Other deferred credits — — — ( 6 )

Total derivatives not designated as hedging instruments 22 ( 29 ) 36 ( 39 )

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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.

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

Type Net Purchased/Payor

(b) - At March 31, 2025, and December 31, 2024, our derivative net liability positions under master-netting arrangements for financial commodity contracts were offset by cash collateral of $ 49 million and $ 10 million, respectively.

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

March 31, 2025 December 31, 2024

Net Purchased/Payor

(Sold/Receiver)

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- Natural gas ( Bcf )

Futures and swaps ( 24.4 ) ( 16.0 )

( 8.3 ) ( 12.2 )

- NGLs, Refined Products and crude oil (MMBbl)

Futures and swaps ( 10.2 ) ( 14.5 )

- Power ( GWh )

Futures and swaps — 22.1

( 21.9 ) ( 12.2 )

- Natural gas ( Bcf )

Futures and swaps ( 24.4 ) ( 16.0 )

( 7.0 ) ( 11.2 )

Derivatives not designated as hedging instruments:

- Natural gas ( Bcf )

Futures and swaps — ( 0.7 )

( 6.7 ) ( 8.0 )

- NGLs, Refined Products and crude oil (MMBbl)

Futures and swaps ( 0.4 ) 0.1

( 1.7 ) ( 2.7 )

- Natural gas ( Bcf )

Futures and swaps — ( 0.7 )

( 6.3 ) ( 3.7 )

- NGLs, Refined Products and crude oil (MMBbl)

Futures and swaps — ( 0.1 )

Cash Flow Hedges - During the three and nine months ended Sept.

30, 2024 and 2023, we had no material changes in other comprehensive income related to our commodity derivative instruments.

( 0.1 ) ( 0.2 )

- Natural gas ( Bcf )

( 1.7 ) ( 0.2 )

Cash Flow Hedges - During the three months ended March 31, 2025 and 2024, we had no material changes in other comprehensive income related to our commodity derivative instruments.

Credit Risk - We monitor the creditworthiness of our counterparties and compliance with policies and limits established by our Risk Oversight and Strategy Committee.

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Our policies and related credit risk are consistent with those discussed in our Annual Report.

Current Maturities - At Sept.

30, 2024, our current maturities of long-term debt consist of the following:

Current Maturities - At March 31, 2025, our current maturities of long-term debt consist of the following:

( Millions of dollars )

$ 250 at 3.2 % due March 2025

$ 500 at 4.9 % due March 2025

$ 750 at 4.15 % due June 2025

$ 400 at 2.2 % due September 2025

Guardian $ 120 term loan, rate of 6.47 % as of Sept.

30, 2024, due June 2025

$ 600 at 5.85 % due January 2026

$ 650 at 5.0 % due March 2026

Current maturities of long-term debt $ 2,059

Debt Issuances - In September 2024, we completed an underwritten public offering of $ 7.0 billion senior unsecured notes consisting of $ 1.25 billion, 4.25 % senior notes due 2027;

$ 600 million, 4.4 % senior notes due 2029;

$ 1.25 billion, 4.75 % senior notes due 2031;

$ 1.6 billion, 5.05 % senior notes due 2034;

$ 1.5 billion, 5.7 % senior notes due 2054;

and $ 800 million, 5.85 % senior notes due 2064.

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

We intend to use the net proceeds from this offering 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 and to pay fees and expenses related to the acquisitions.

We intend to use any remaining net proceeds for general corporate purposes, which may include the repayment of outstanding indebtedness, including the repurchase or redemption of existing notes.

Cash held as of Sept.

30, 2024, to fund the acquisitions is classified as a long-term asset within the Consolidated Balance Sheet due to its designation for use in conjunction with these acquisitions.

Subsequent event - In October 2024, we used a portion of the net proceeds to fund the EnLink Controlling Interest Acquisition upon closing.

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

Commercial Paper Program - At Sept.

30, 2024, and Dec.

31, 2023, we had no commercial paper outstanding.

$ 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.

Commercial Paper Program - At March 31, 2025, we had $ 200 million of commercial paper outstanding, bearing a weighted-average interest rate of 4.64 %.

At December 31, 2024, we had no commercial paper outstanding.

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

Our $ 3.5 Billion Credit Agreement is a revolving credit facility and contains certain customary conditions for borrowing, as well as customary financial, affirmative and negative covenants.

Among other things, these covenants include maintaining a ratio of consolidated net indebtedness to adjusted EBITDA (EBITDA, as defined in our $ 3.5 Billion Credit Agreement, adjusted for all noncash charges and increased for projected EBITDA from certain lender-approved capital expansion projects).

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

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, which effectively extended our acquisition adjustment period until the quarter ended June 30, 2025, after which it will decrease to 5.0 to 1.

30, 2024, we had no outstanding borrowings, our ratio of consolidated indebtedness to adjusted EBITDA was 3.7 to 1, and we were in compliance with all covenants under our $ 2.5 Billion Credit Agreement.

Debt Guarantees - 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.

In addition, adjusted EBITDA as defined in our $ 3.5 Billion Credit Agreement allows inclusion of the trailing 12 months of consolidated adjusted EBITDA of the acquired business.

In February 2025, we announced definitive agreements to form joint ventures with MPLX, which allowed us to effectively extend the acquisition adjustment period under our $ 3.5 Billion Credit Agreement and, as a result, our leverage ratio covenant of 5.5 to 1 was extended through the quarter ending September 30, 2025, after which it will decrease to 5.0 to 1.

As of March 31, 2025, we had no outstanding borrowings, our ratio of consolidated indebtedness to adjusted EBITDA was 4.1 to 1, and we were in compliance with all covenants under our $ 3.5 Billion Credit Agreement.

Debt Repayments - In March 2025, we repaid our $ 250 million, 3.2 % senior notes at maturity with cash on hand.

EnLink Acquisition - Upon the closing of the EnLink Acquisition on January 31, 2025, we terminated the EnLink Revolving Credit Facility.

We also effectively terminated the agreement to provide revolving unsecured loans to EnLink through a promissory note.

For further details on the EnLink Revolving Credit Facility and the promissory note, see Note H of the Notes to Consolidated Financial Statements in our Annual Report.

Debt Guarantees - At the completion of the EnLink Acquisition on January 31, 2025, ONEOK assumed the outstanding debt of EnLink and EnLink Partners (the “Assumed Debt”).

EnLink and EnLink Partners were released from all debt obligations and each entity provided a guarantee for our and ONEOK Partners’ indebtedness to the holders of each series of outstanding securities, including for the Assumed Debt.

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

For further details on our indebtedness, see Note H of the Notes to Consolidated Financial Statements in our Annual Report.

Noncontrolling Interests - As a result of the EnLink Acquisition completed on January 31, 2025, we now own 100 % of EnLink.

On February 4, 2025, we announced a definitive agreement to form the MBTC Pipeline joint venture, of which we own 80 %.

As of March 31, 2025, noncontrolling interests in our Consolidated Balance Sheets related to the Delaware Basin JV, Ascension and MBTC Pipeline.

Equity Issuances - On January 31, 2025, we completed the EnLink Acquisition.

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

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

There are no remaining Series B Preferred Units outstanding.

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

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

For the three months ended March 31, 2025, we repurchased $ 17 million of our outstanding common stock under the program with cash on hand.

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

Dividends paid on our common stock in February, May and August 2024 were 99 cents per share.

A common stock dividend of 99 cents per share was declared for shareholders of record at the close of business on Nov.

1, 2024, payable Nov.

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 $ 0.3 million in February, May and August 2024.

Dividends totaling $ 0.3 million were declared for the Series E Preferred Stock and are payable Nov.

Dividends paid on our common stock in February 2025 were $ 1.03 per share.

A common stock dividend of $ 1.03 per share was declared for shareholders of record at the close of business on May 5, 2025, payable on May 15, 2025.

VARIABLE INTEREST ENTITIES

Consolidated Variable Interest Entities (VIE)s - As a result of the EnLink Acquisition completed on January 31, 2025, EnLink is no longer considered a VIE.

As of March 31, 2025, we consolidated the following VIEs:

MBTC Pipeline - On February 4, 2025, we announced a definitive agreement with MPLX to form the MBTC Pipeline joint venture, which will construct and operate a 24 -inch pipeline from our Mont Belvieu, Texas, storage facility to a new liquified petroleum gas export terminal in Texas City, Texas.

We own an 80 % interest in MBTC Pipeline and we are the operator.

MBTC Pipeline is a VIE because the nonmanaging member does not have substantive rights (except in the case of default and other triggering events) to remove the managing member or participating rights over the managing member.

As the managing member, we are the primary beneficiary because we control the decisions that most significantly impact MBTC Pipeline.

Delaware Basin JV - We own a 50.1 % interest in the Delaware Basin JV, which owns processing facilities located in the Delaware Basin in Texas, and we are the operator.

The Delaware Basin JV is a VIE because the nonmanaging member does not have substantive rights to remove the managing member or participating rights over the managing member.

As the managing member, we are the primary beneficiary because we control the decisions that most significantly impact 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 contractually determined call price.

Ascension - We own a 50 % interest in Ascension, which owns an NGL transmission pipeline that connects our Riverside fractionator to the other owner’s refinery.

Ascension is a VIE because the nonmanaging member does not have substantive rights (except in the case of default and other triggering events) to remove us as the managing member.

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

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

March 31, 2025

(Millions of dollars)

Cash and cash equivalents $ 16

Accounts receivable, net 30

Other current assets 15

Net property, plant and equipment

Intangible assets, net 263

Other assets 21

Accounts payable $ 15

Other current liabilities 14

Other deferred credits 9

EARNINGS PER SHARE

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

Three Months Ended Sept.

Income Shares Per Share

( Millions, except per share amounts )

Net income available for common stock $ 692 584.8 $ 1.18

Effect of dilutive securities — 1.9

Net income available for common stock and common stock equivalents $ 692 586.7 $ 1.18

Three Months Ended Sept.

Income Shares Per Share

( Millions, except per share amounts )

Net income available for common stock $ 453 457.3 $ 0.99

Effect of dilutive securities — 0.9

Net income available for common stock and common stock equivalents $ 453 458.2 $ 0.99

Nine Months Ended Sept.

Three Months Ended March 31, 2025

Income Shares Per Share

( Millions, except per share amounts )

Net income available for common stock $ 2,111 584.5 $ 3.61

Net income attributable to ONEOK available for common stock $ 636 611.4 $ 1.04

Effect of dilutive securities — 1.1

Net income available for common stock and common stock equivalents $ 2,111 586.1 $ 3.60

Nine Months Ended Sept.

Net income attributable to ONEOK available for common stock and common stock equivalents $ 636 612.5 $ 1.04

Three Months Ended March 31, 2024

Income Shares Per Share

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Equity in Net Earnings from Investments - The following table sets forth our equity in net earnings from investments for the periods indicated:

Three Months Ended Nine Months Ended

2024 2023 2024 2023

Three Months Ended

( Millions of dollars )

1 unchanged sentence

Overland Pass 26 15

BridgeTex 16 7

Saddlehorn 13 10

Roadrunner 10 11

BridgeTex 7 — 25 —

Other 12 2 22 3

Equity in net earnings from investments $ 108 $ 76

In March 2024, we purchased an additional 10 % interest in Saddlehorn, resulting in a 40 % ownership interest.

We incurred expenses in transactions with unconsolidated affiliates of $ 54 million and $ 33 million for the three months ended Sept.

30, 2024 and 2023, respectively, and $ 149 million and $ 88 million for the nine months ended Sept.

30, 2024 and 2023, respectively, related primarily to Overland Pass and Northern Border.

We incurred expenses in transactions with unconsolidated affiliates of $ 80 million and $ 39 million for the three months ended March 31, 2025 and 2024, respectively, related primarily to Overland Pass, Matterhorn and Northern Border.

Revenue earned and accounts receivable from, and accounts payable to, our unconsolidated affiliates were not material.

We are the operator of Roadrunner, BridgeTex, MVP and Saddlehorn.

We are the operator of Roadrunner, BridgeTex and Saddlehorn.

In each case, we have operating agreements that provide for reimbursement or payment to us for management services and certain operating costs.

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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.

brought personal injury cases against Magellan and co-defendants Triton Industrial Services, LLC, Tidal Tank, Inc.

and Cleveland Integrity Services, Inc.

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 and working at a Magellan facility.

These individuals were injured, one fatally, as a result of a fire that occurred on Dec.

5, 2020, while they were cleaning a tank at our Corpus Christi terminal.

During the first quarter of 2024, we reached settlement with all remaining claimants.

In the second quarter of 2024, all settlement payments were made to claimants, 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.

Legal Proceedings - We are a party to various legal proceedings that have arisen in the normal course of our operations.

While the results of these proceedings cannot be predicted with certainty, we believe the reasonably possible losses from such proceedings, individually and in the aggregate, are not material.

Additionally, we believe the probable final outcome of such proceedings will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.

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

Our contract liabilities at the beginning and end of the period relate primarily to deferred revenue on Refined Products and crude transportation contracts, NGL storage contracts and contributions in aid of construction received from customers.

The following table sets forth the balances in contract liabilities for the periods indicated:

Contract Liabilities ( Millions of dollars )

Balance at Dec.

31, 2023 (a) $ 150

Revenue recognized included in beginning balance ( 118 )

Net additions 118

Balance at Sept.

30, 2024 (b) $ 150

(a) - Contract liabilities of $ 104 million and $ 46 million are included in other current liabilities and other deferred credits, respectively, in our Consolidated Balance Sheet.

(b) - Contract liabilities of $ 112 million and $ 38 million are included in the 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 Sheet at Sept.

30, 2024, relate to customer receivables.

Excluding the insurance receivable related to the legal proceeding described in Note O of the Notes to Consolidated Financial Statements in our Annual Report, substantially all of the balances in accounts receivable on our Consolidated Balance Sheet at Dec.

31, 2023, related to customer receivables.

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

Our contract liabilities at the beginning and end of the period primarily related to deferred revenue on Refined Products and crude oil transportation contracts, NGL storage contracts and contributions in aid of construction received from customers, which were not material.

Receivables from Customer and Revenue Disaggregation - Substantially all of the balances in accounts receivable on our Consolidated Balance Sheets at March 31, 2025, and December 31, 2024, related to customer receivables.

Revenue sources are disaggregated in Note L.

Unsatisfied Performance Obligations - We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) variable consideration on contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

The following table presents aggregate value allocated to unsatisfied performance obligations as of Sept.

30, 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 one month to 30 years:

The following table presents aggregate value allocated to unsatisfied performance obligations as of March 31, 2025, and the amounts we expect to recognize in revenue in future periods, related primarily to firm transportation and storage contracts with remaining contract terms ranging from two months to 20 years.

Expected Period of Recognition in Revenue (Millions of dollars)

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The table above excludes variable consideration allocated entirely to wholly unsatisfied performance obligations, wholly unsatisfied promises to transfer distinct goods or services that are part of a single performance obligation and consideration we determine to be fully constrained.

The amounts we determined to be fully constrained relate to future sales obligations under long-term sales contracts where the value is not known and 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 certain 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, processes and markets natural gas;

• our Natural Gas Gathering and Processing segment gathers, compresses, treats, processes and markets natural gas;

• our Natural Gas Liquids segment gathers, treats, fractionates and transports NGLs and stores, markets and distributes Purity NGLs;

• our Natural Gas Pipelines segment transports and stores natural gas;

• our Refined Products and Crude segment transports, stores, distributes, blends and markets Refined Products and crude oil.

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.

• 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.

Other and eliminations consist of corporate costs, the operating activities of our headquarters building and related parking facility, the activity of our wholly owned captive insurance company and eliminations necessary to reconcile our reportable segments to our Consolidated Financial Statements.

The significant expense categories and amounts included in the table below align with the segment-level information that is regularly provided to the chief operating decision-maker.

Operating Segment Information - The following tables set forth certain selected financial information for our operating segments for the periods indicated:

Three Months Ended

30, 2024 Natural Gas

March 31, 2025 Natural Gas

Gathering and

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Residue natural gas sales 698 — 320 — 1,018

Gathering, processing and exchange services revenue 35 129 — — 164

Exchange services and natural gas gathering and processing revenue 184 103 — — 287

Transportation and storage revenue 80 51 144 539 814

Other 3 4 — 30 37

Other revenue 8 2 — 28 38

Total revenues (a) 2,197 4,268 464 2,468 9,397

5 unchanged sentences

Depreciation and amortization $ ( 126 ) $ ( 113 ) $ ( 23 ) $ ( 116 ) $ ( 378 )

Equity in net earnings (loss) from investments $ ( 1 ) $ 24 $ 34 $ 35 $ 92

Equity in net earnings from investments $ 2 $ 27 $ 39 $ 40 $ 108

Investments in unconsolidated affiliates $ 37 $ 524 $ 811 $ 1,029 $ 2,401

Total assets $ 15,837 $ 19,988 $ 4,534 $ 23,632 $ 63,991

Capital expenditures $ 241 $ 171 $ 62 $ 141 $ 615

(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly.

Intersegment revenues for the Natural Gas Gathering and Processing segment totaled $ 657 million and were not material for the Natural Gas Liquids, Refined Products and Crude and Natural Gas Pipelines segments.

Intersegment revenues totaled $ 704 million for the Natural Gas Gathering and Processing segment, $ 543 million for the Natural Gas Liquids segment and were not material for the Refined Products and Crude and Natural Gas Pipelines segments.

Three Months Ended

30, 2024 Total

March 31, 2025 Total

Segments Other and

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Residue natural gas sales 1,018 ( 23 ) 995

Gathering, processing and exchange services revenue 164 — 164

Transportation and storage revenue 747 ( 4 ) 743

Other 37 — 37

Total revenues (a) $ 5,718 $ ( 695 ) $ 5,023

Cost of sales and fuel (exclusive of depreciation and operating costs) $ ( 3,723 ) $ 696 $ ( 3,027 )

Operating costs $ ( 581 ) $ ( 1 ) $ ( 582 )

Depreciation and amortization $ ( 274 ) $ — $ ( 274 )

Equity in net earnings from investments $ 92 $ — $ 92

Capital expenditures $ 450 $ 18 $ 468

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

Three Months Ended

30, 2023 Natural Gas

Gathering and

Processing Natural Gas

Liquids Natural Gas

Pipelines Refined Products and Crude (c) Total

( Millions of dollars )

NGL and condensate sales $ 641 $ 3,432 $ — $ — $ 4,073

Residue natural gas sales 279 — 3 — 282

Gathering, processing and exchange services revenue 36 150 — — 186

Exchange services and natural gas gathering and processing revenue 287 — 287

Transportation and storage revenue 814 ( 5 ) 809

Other 9 4 — 72 85

Other revenue 38 ( 3 ) 35

Total revenues (a) $ 9,397 $ ( 1,354 ) $ 8,043

1 unchanged sentence

Operating costs $ ( 743 ) $ ( 9 ) $ ( 752 )

Adjusted EBITDA from unconsolidated affiliates (b) — 19 40 4 63

Noncash compensation expense and other 4 6 3 — 13

Segment adjusted EBITDA (b) $ 323 $ 616 $ 136 $ 41 $ 1,116

Depreciation and amortization $ ( 378 ) $ ( 2 ) $ ( 380 )

Equity in net earnings from investments $ 108 $ — $ 108

Investments in unconsolidated affiliates $ 2,401 $ 4 $ 2,405

Total assets $ 63,991 $ 272 $ 64,263

Capital expenditures $ 615 $ 14 $ 629

(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 $ 620 million and were not material for the Natural Gas Liquids and Natural Gas Pipelines segments.

(b) - 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.

This change resulted in an additional $ 14 million of adjusted EBITDA for the three months ended Sept.

(c) - Disaggregation of revenue for our Refined Products and Crude segment was based on a preliminary evaluation of contracts upon completion of the Magellan Acquisition.

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

Three Months Ended

30, 2023 Total

Segments Other and

Eliminations Total

( Millions of dollars )

Reconciliations of total segments to consolidated

NGL and condensate sales $ 4,073 $ ( 624 ) $ 3,449

Residue natural gas sales 282 — 282

Gathering, processing and exchange services revenue 186 — 186

Transportation and storage revenue 191 ( 3 ) 188

Other 85 ( 1 ) 84

Total revenues (a) $ 4,817 $ ( 628 ) $ 4,189

Cost of sales and fuel (exclusive of depreciation and operating costs) $ ( 3,426 ) $ 627 $ ( 2,799 )

Operating costs $ ( 351 ) $ ( 1 ) $ ( 352 )

Depreciation and amortization $ ( 176 ) $ ( 1 ) $ ( 177 )

Equity in net earnings from investments $ 49 $ — $ 49

Capital expenditures $ 386 $ 12 $ 398

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

Nine Months Ended

30, 2024 Natural Gas

March 31, 2024 Natural Gas

Gathering and

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Transportation and storage revenue — 48 157 466 671

Other 16 10 — 81 107

Other revenue 8 2 — 27 37

Total revenues (a) 1,010 3,436 185 844 5,475

2 unchanged sentences

Adjusted EBITDA from unconsolidated affiliates 2 17 47 35 101

Noncash compensation expense

16 26 6 24 72

59 3 — ( 6 ) 56

Noncash compensation expense and other 5 14 1 4 24

Segment adjusted EBITDA $ 306 $ 588 $ 165 $ 381 $ 1,440

5 unchanged sentences

(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly.

Intersegment revenues for the Natural Gas Gathering and Processing segment totaled $ 1.9 billion and were not material for the Natural Gas Liquids, Refined Products and Crude and Natural Gas Pipelines segments.

Nine Months Ended

30, 2024 Total

Intersegment revenues for the Natural Gas Gathering and Processing segment totaled $ 620 million and were not material for the Natural Gas Liquids, Refined Products and Crude and Natural Gas Pipelines segments.

Three Months Ended

March 31, 2024 Total

Segments Other and

6 unchanged sentences

Transportation and storage revenue 671 ( 7 ) 664

Other 107 ( 7 ) 100

Total revenues (a) $ 16,746 $ ( 2,048 ) $ 14,698

Cost of sales and fuel (exclusive of depreciation and operating costs) $ ( 10,866 ) $ 2,051 $ ( 8,815 )

Operating costs $ ( 1,717 ) $ ( 3 ) $ ( 1,720 )

Depreciation and amortization $ ( 786 ) $ ( 4 ) $ ( 790 )

Equity in net earnings from investments $ 256 $ — $ 256

Investments in unconsolidated affiliates $ 1,922 $ 3 $ 1,925

Total assets $ 44,549 $ 6,501 $ 51,050

Capital expenditures $ 1,411 $ 48 $ 1,459

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

Nine Months Ended

30, 2023 Natural Gas

Gathering and

Processing Natural Gas

Liquids Natural Gas

Pipelines Refined Products and Crude (c) Total

( Millions of dollars )

NGL and condensate sales $ 1,835 $ 10,103 $ — $ — $ 11,938

Residue natural gas sales 1,066 — 28 — 1,094

Gathering, processing and exchange services revenue 109 414 — — 523

Transportation and storage revenue — 143 434 — 577

Other 22 9 1 72 104

Total revenues (a) 3,032 10,669 463 72 14,236

Cost of sales and fuel (exclusive of depreciation and operating costs) ( 1,787 ) ( 8,597 ) ( 17 ) ( 22 ) ( 10,423 )

Operating costs ( 339 ) ( 481 ) ( 145 ) ( 13 ) ( 978 )

Adjusted EBITDA from unconsolidated affiliates (b) 2 46 120 4 172

Noncash compensation expense 13 20 5 — 38

Other — 775 1 — 776

Segment adjusted EBITDA (b) $ 921 $ 2,432 $ 427 $ 41 $ 3,821

Depreciation and amortization $ ( 202 ) $ ( 248 ) $ ( 50 ) $ ( 6 ) $ ( 506 )

Equity in net earnings from investments $ 1 $ 39 $ 89 $ 3 $ 132

Investments in unconsolidated affiliates $ 26 $ 417 $ 440 $ 911 $ 1,794

Total assets $ 6,976 $ 14,988 $ 2,433 $ 19,185 $ 43,582

Capital expenditures $ 308 $ 495 $ 155 $ 1 $ 959

(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly.

Intersegment revenues for the Natural Gas Gathering and Processing segment totaled $ 1.8 billion and were not material for the Natural Gas Liquids and Natural Gas Pipelines segments.

This change resulted in an additional $ 40 million of adjusted EBITDA for the nine months ended Sept.

(c) - Disaggregation of revenue for our Refined Products and Crude segment was based on a preliminary evaluation of contracts upon completion of the Magellan Acquisition.

Nine Months Ended

30, 2023 Total

Segments Other and

Eliminations Total

( Millions of dollars )

Reconciliations of total segments to consolidated

NGL and condensate sales $ 11,938 $ ( 1,779 ) $ 10,159

Residue natural gas sales 1,094 — 1,094

Gathering, processing and exchange services revenue 523 — 523

Transportation and storage revenue 577 ( 7 ) 570

Other 104 ( 8 ) 96

Other revenue 37 ( 5 ) 32

Total revenues (a) $ 5,475 $ ( 694 ) $ 4,781

6 unchanged sentences

Capital expenditures $ 490 $ 22 $ 512

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

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

Three Months Ended

30, Nine Months Ended

2024 2023 2024 2023

Reconciliation of net income to total segment adjusted EBITDA ( Millions of dollars )

3 unchanged sentences

Income taxes 197 208

Adjusted EBITDA from unconsolidated affiliates (b) 112 63 323 172

Equity in net earnings from investments (b) ( 92 ) ( 49 ) ( 256 ) ( 132 )

Noncash compensation expense and other 14 14 48 32

Other corporate costs (c) 4 101 4 92

Total segment adjusted EBITDA (a)(b) $ 1,549 $ 1,116 $ 4,614 $ 3,821

(a) - The nine months ended Sept.

30, 2023, includes $ 667 million related to the Medford incident, including a settlement gain of $ 779 million, offset partially by $ 112 million of third-party fractionation costs.

This change resulted in an additional $ 14 million and $ 40 million of adjusted EBITDA for the three and nine months ended Sept.

30, 2023, respectively.

(c) - Includes transaction costs related to the Magellan Acquisition of $ 123 million, offset partially by interest income of $ 26 million for the three months ended Sept.

30, 2023, and transaction costs related to the Magellan Acquisition of $ 133 million, offset partially by interest income of $ 42 million for the nine months ended Sept.

Adjusted EBITDA from unconsolidated affiliates 139 101

Equity in net earnings from investments ( 108 ) ( 76 )

Noncash compensation expense and other (a)

Other corporate costs (a) 34 ( 1 )

Total segment adjusted EBITDA $ 1,809 $ 1,440

(a) - The three months ended March 31, 2025, included transaction costs related primarily to the EnLink Acquisition of $ 31 million included within other corporate costs and $ 11 million included within noncash compensation expense and other.

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-Q

Item 1. Financial Statements