UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended March 31, 2025 .
OR
For the transition period from __________ to __________.
Commission file number 001-13643
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant’s telephone number, including area code (918 ) 588-7000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
On April 21, 2025, the Company had 624,632,479 shares of common stock outstanding.
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2
ONEOK, Inc.
TABLE OF CONTENTS
| Page No. | ||||||||
As used in this Quarterly Report, references to “ONEOK,” “we,” “our” or “us” refer to ONEOK, Inc., an Oklahoma corporation, and its predecessors and subsidiaries, including Magellan, EnLink and Medallion, unless the context indicates otherwise.
The statements in this Quarterly Report that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements. Forward-looking statements may include words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “projects,” “scheduled,” “should,” “target,” “will,” “would” and other words and terms of similar meaning. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements” and Part II, Item 1A, “Risk Factors,” in this Quarterly Report, and under Part I, Item 1A, “Risk Factors,” in our Annual Report.
3
GLOSSARY
The abbreviations, acronyms and industry terminology used in this Quarterly Report are defined as follows:
| $2.5 Billion Credit Agreement | ONEOK’s $2.5 billion amended and restated revolving credit agreement, replaced by the $3.5 Billion Credit Agreement | ||||
| $3.5 Billion Credit Agreement | ONEOK’s $3.5 billion amended and restated revolving credit agreement | ||||
| AFUDC | Allowance for funds used during construction | ||||
| Annual Report | Annual Report on Form 10-K for the year ended December 31, 2024 | ||||
| Ascension | Ascension Pipeline Company, LLC, a 50% owned joint venture | ||||
| Bbl | Barrels, 1 barrel is equivalent to 42 United States gallons | ||||
| Bcf | Billion cubic feet | ||||
| BridgeTex | BridgeTex Pipeline Company, LLC, a 30% owned joint venture | ||||
| Delaware Basin JV | Delaware G&P LLC, a 50.1% owned joint venture | ||||
| EBITDA | Earnings before interest expense, income taxes, depreciation and amortization | ||||
| EnLink | EnLink Midstream, LLC, and after the EnLink Acquisition, Elk Merger Sub II, L.L.C., a wholly owned subsidiary of ONEOK | ||||
| EnLink Acquisition | The transaction completed on January 31, 2025, pursuant to which ONEOK acquired all of the publicly held EnLink Units in a tax-free transaction, pursuant to the EnLink Merger Agreement | ||||
| EnLink Controlling Interest Acquisition | The transaction completed on October 15, 2024, pursuant to which ONEOK acquired (i) approximately 43% of the outstanding EnLink Units and (ii) all of the outstanding limited liability company interests in EnLink Midstream Manager, LLC, pursuant to the EnLink Purchase Agreement | ||||
| EnLink Merger Agreement | Agreement and Plan of Merger, dated as of November 24, 2024, by and among ONEOK, Inc., Elk Merger Sub I, LLC., Elk Merger Sub II LLC., EnLink and EnLink Midstream Manager, LLC | ||||
| EnLink Partners | EnLink Midstream Partners, LP, a wholly owned subsidiary of ONEOK | ||||
| EnLink Purchase Agreement | Purchase agreement, dated August 28, 2024, by and among ONEOK, GIP III Stetson I, L.P., GIP III Stetson II, L.P. and EnLink Midstream Manager, LLC | ||||
| EnLink Revolving Credit Facility | EnLink’s $1.4 billion unsecured credit facility | ||||
EnLink Units | Common units representing limited liability company interests in EnLink | ||||
| EPS | Earnings per share of common stock | ||||
| ESG | Environmental, social and governance | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FERC | Federal Energy Regulatory Commission | ||||
| Fitch | Fitch Ratings, Inc. | ||||
| GAAP | Accounting principles generally accepted in the United States of America | ||||
| GIP | Global Infrastructure Partners and certain of its managed fund vehicles, including GIP III Stetson I, L.P., GIP III Stetson II, L.P., GIP III Trophy GP 2, GIP III Trophy Acquisition | ||||
| Intermediate Partnership | ONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of ONEOK | ||||
| Magellan | Magellan Midstream Partners, L.P., a wholly owned subsidiary of ONEOK | ||||
| Matterhorn | Matterhorn Express, a 15% owned joint venture | ||||
| MBbl/d | Thousand barrels per day | ||||
| MBTC Pipeline | MBTC Pipeline LLC, an 80% owned joint venture | ||||
| MDth/d | Thousand dekatherms per day | ||||
| Medallion | GIP III Trophy Intermediate Holdings, L.P., and after the Medallion Acquisition, Medallion Parent Holdings, L.L.C, a wholly owned subsidiary of ONEOK | ||||
| Medallion Acquisition | The transaction completed on October 31, 2024, pursuant to which ONEOK (i) became general partner of Medallion and (ii) acquired all of the issued and outstanding limited partner interests in Medallion from GIP | ||||
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| MMBbl | Million barrels | ||||
| MMcf/d | Million cubic feet per day | ||||
| Moody’s | Moody’s Investors Service, Inc. | ||||
| MPLX | MPLX LP | ||||
| NGL(s) | Natural gas liquid(s) | ||||
| Northern Border | Northern Border Pipeline Company, a 50% owned joint venture | ||||
| ONEOK | ONEOK, Inc. | ||||
| ONEOK Partners | ONEOK Partners, L.P., a wholly owned subsidiary of ONEOK | ||||
| Overland Pass | Overland Pass Pipeline Company, LLC, a 50% owned joint venture | ||||
| Purity NGLs | Marketable natural gas liquid purity products, such as ethane, ethane/propane mix, propane, iso-butane, normal butane and natural gasoline | ||||
| Quarterly Report(s) | Quarterly Report(s) on Form 10-Q | ||||
| Refined Products | The output from crude oil refineries, including products such as gasoline, diesel fuel, aviation fuel, kerosene and heating oil | ||||
| Roadrunner | Roadrunner Gas Transmission, LLC, a 50% owned joint venture | ||||
| S&P | S&P Global Ratings | ||||
| Saddlehorn | Saddlehorn Pipeline Company, LLC, a 40% owned joint venture | ||||
| SEC | Securities and Exchange Commission | ||||
| Series B Preferred Units | EnLink Partners’ Series B Cumulative Convertible Preferred Units | ||||
| Series E Preferred Stock | Series E Non-Voting, Perpetual Preferred Stock, par value $0.01 per share | ||||
| Texas City Logistics | Texas City Logistics, LLC, a 50% owned joint venture | ||||
| XBRL | eXtensible Business Reporting Language | ||||
INFORMATION AVAILABLE ON OUR WEBSITE
We make available, free of charge, on our website (www.oneok.com) copies of our Annual Reports on Form 10-K, Quarterly Reports, Current Reports on Form 8-K, Proxy Statements, amendments to those reports filed or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act and reports of holdings of our securities filed by our officers and directors under Section 16 of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC. Copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Director Independence Guidelines, Corporate Sustainability Report and the written charters of our Board Committees also are available on our website, and we will provide copies of these documents upon request.
In addition to our filings with the SEC and materials posted on our website, we also use social media platforms as additional channels of distribution to reach public investors. Information contained on our website or posted on our social media accounts, including any corresponding applications, are not incorporated by reference into this report.
5
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| ONEOK, Inc. and Subsidiaries | |||||||||||
| CONSOLIDATED STATEMENTS OF INCOME | |||||||||||
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
(Unaudited) | 2025 | 2024 | |||||||||
(Millions of dollars, except per share amounts) | |||||||||||
Revenues | |||||||||||
| Commodity sales | $ | $ | |||||||||
| Services and other | |||||||||||
Total revenues (Note K) | |||||||||||
| Cost of sales and fuel (exclusive of items shown separately below) | |||||||||||
| Operations and maintenance | |||||||||||
| Depreciation and amortization | |||||||||||
| General taxes | |||||||||||
Transaction costs (Note B) | |||||||||||
| Other operating income, net | ( | ( | |||||||||
| Operating income | |||||||||||
Equity in net earnings from investments (Note I) | |||||||||||
Other income, net | |||||||||||
Interest expense (net of capitalized interest of $ | ( | ( | |||||||||
| Income before income taxes | |||||||||||
| Income taxes | ( | ( | |||||||||
| Net income | |||||||||||
| Less: Net income attributable to noncontrolling interests | ( | ||||||||||
| Net income attributable to ONEOK | |||||||||||
Less: Preferred stock dividends | |||||||||||
| Net income available to common shareholders | $ | $ | |||||||||
Basic EPS (Note H) | $ | $ | |||||||||
Diluted EPS (Note H) | $ | $ | |||||||||
Average shares (millions) | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See accompanying Notes to Consolidated Financial Statements.
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||||||||||
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
(Unaudited) | 2025 | 2024 | |||||||||
| (Millions of dollars) | |||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss), net of tax | |||||||||||
Change in fair value of derivatives, net of tax of $ | ( | ( | |||||||||
Derivative amounts reclassified to net income, net of tax of $( | ( | ||||||||||
Changes in benefit plan obligations and other, net of tax of $ | |||||||||||
| Total other comprehensive loss, net of tax | ( | ( | |||||||||
| Comprehensive income | |||||||||||
| Less: Comprehensive income attributable to noncontrolling interests | ( | ||||||||||
| Comprehensive income attributable to ONEOK | $ | $ | |||||||||
See accompanying Notes to Consolidated Financial Statements.
6
| ONEOK, Inc. and Subsidiaries | ||||||||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||||||||
| March 31, | December 31, | |||||||||||||
(Unaudited) | 2025 | 2024 | ||||||||||||
| Assets | (Millions of dollars) | |||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Inventories | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
Property, plant and equipment | ||||||||||||||
| Property, plant and equipment | ||||||||||||||
| Accumulated depreciation and amortization | ||||||||||||||
| Net property, plant and equipment | ||||||||||||||
Other assets | ||||||||||||||
| Investments in unconsolidated affiliates | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Other assets | ||||||||||||||
| Total other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
Liabilities and equity | ||||||||||||||
| Current liabilities | ||||||||||||||
Current maturities of long-term debt (Note E) | $ | $ | ||||||||||||
Short-term borrowings (Note E) | ||||||||||||||
| Accounts payable | ||||||||||||||
| Commodity imbalances | ||||||||||||||
| Accrued interest | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
Long-term debt, excluding current maturities | ||||||||||||||
Deferred credits and other liabilities | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other deferred credits | ||||||||||||||
| Total deferred credits and other liabilities | ||||||||||||||
Commitments and contingencies (Note J) | ||||||||||||||
Equity (Note F) | ||||||||||||||
Preferred stock, $ authorized and issued | ||||||||||||||
Common stock, $ authorized March 31, 2025; issued | ||||||||||||||
| Paid-in capital | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
Treasury stock, at cost: December 31, 2024 | ( | ( | ||||||||||||
| Total ONEOK shareholders’ equity | ||||||||||||||
| Noncontrolling interests in consolidated subsidiaries | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
See accompanying Notes to Consolidated Financial Statements.
7
| ONEOK, Inc. and Subsidiaries | ||||||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| (Unaudited) | 2025 | 2024 | ||||||||||||
| (Millions of dollars) | ||||||||||||||
| Operating activities | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Equity in net earnings from investments (Note I) | ( | ( | ||||||||||||
| Distributions received from unconsolidated affiliates | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other, net | ||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable | ( | |||||||||||||
| Inventories, net of commodity imbalances | ( | ( | ||||||||||||
| Accounts payable | ( | |||||||||||||
| Risk-management assets and liabilities | ( | ( | ||||||||||||
| Other assets and liabilities, net | ( | ( | ||||||||||||
| Cash provided by operating activities | ||||||||||||||
| Investing activities | ||||||||||||||
| Capital expenditures (less allowance for equity funds used during construction) | ( | ( | ||||||||||||
| Purchases of and contributions to unconsolidated affiliates | ( | ( | ||||||||||||
| Other, net | ||||||||||||||
| Cash used in investing activities | ( | ( | ||||||||||||
| Financing activities | ||||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Short-term borrowings, net | ||||||||||||||
| Repurchase of common stock | ( | |||||||||||||
| Repayment of long-term debt (Note E) | ( | |||||||||||||
| Other, net | ( | ( | ||||||||||||
| Cash used in financing activities | ( | ( | ||||||||||||
| Change in cash and cash equivalents | ( | ( | ||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||
See accompanying Notes to Consolidated Financial Statements.
8
| ONEOK, Inc. and Subsidiaries | ||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | ||||||||||||||||||||||||||
| ONEOK Shareholder's Equity | ||||||||||||||||||||||||||
| (Unaudited) | Preferred Stock | Common Stock | Paid-in Capital | AOCL* | Retained Earnings | Treasury Stock | Noncontrolling Interest | Total Equity | ||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||
| January 1, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
Preferred stock dividends - $ | — | — | — | — | — | — | — | — | ||||||||||||||||||
| Common stock issued | — | — | ( | — | — | — | ( | |||||||||||||||||||
Common stock dividends - $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | ( | — | ( | ||||||||||||||||||
| EnLink Acquisition (Note B) | — | — | — | — | ( | |||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | ||||||||||||||||||||
| Other, net | — | — | — | ( | — | |||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||
*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 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | — | ( | ||||||||||||||||
Preferred stock dividends - $ | — | — | — | — | — | — | — | ||||||||||||||||
| Common stock issued | — | — | ( | — | — | ||||||||||||||||||
Common stock dividends - $ | — | — | — | — | ( | — | ( | ||||||||||||||||
| Other, net | — | — | ( | — | ( | — | ( | ||||||||||||||||
| March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||
*Accumulated other comprehensive loss
See accompanying Notes to Consolidated Financial Statements.
9
ONEOK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
B. ACQUISITIONS
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 | $ | |||||||
| Paid-in capital | $ | |||||||
| Noncontrolling interests in consolidated subsidiaries | $ | ( | ||||||
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. 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.
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C. FAIR VALUE MEASUREMENTS
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 | ||||||||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Total derivative assets | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Total derivative liabilities | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
(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. 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 | ||||||||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Total derivative assets | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Total derivative liabilities | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
(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. 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. Our short-term borrowings are classified as Level 2 since the estimated fair value of the short-term borrowings can be determined using information available in the commercial paper market. 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.
11
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. The estimated fair value of our consolidated long-term debt is classified as Level 2.
D. RISK-MANAGEMENT AND HEDGING ACTIVITIES USING DERIVATIVES
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 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; and to achieve more predictable cash flows. Additionally, we may use physical-forward purchases and financial derivatives to reduce commodity price risk associated with power and natural gas used to operate our facilities. We follow established policies and procedures to assess risk and approve, monitor and report our risk-management activities. 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 and crude oil. We may use commodity derivative instruments to reduce the near-term commodity price risk associated with a portion of our forecasted purchases and sales of commodities. Our exposure to commodity price risk is consistent with that discussed in our Annual Report.
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. 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:
| 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 | $ | $ | ( | $ | $ | ( | |||||||||||||||||||
| Total derivatives designated as hedging instruments | ( | ( | ||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||
| Commodity contracts (a)(b) | Other current assets/liabilities | ( | ( | |||||||||||||||||||||||
| Other deferred credits | ( | |||||||||||||||||||||||||
| Total derivatives not designated as hedging instruments | ( | ( | ||||||||||||||||||||||||
| Total derivatives | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
(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 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.
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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) | |||||||||||
| Derivatives designated as hedging instruments: | |||||||||||
| Cash flow hedges | |||||||||||
| Fixed price | |||||||||||
- Natural gas (Bcf) | ( | ( | |||||||||
- NGLs, Refined Products and crude oil (MMBbl) | ( | ( | |||||||||
| Basis | |||||||||||
- Natural gas (Bcf) | ( | ( | |||||||||
| Derivatives not designated as hedging instruments: | |||||||||||
| Fixed price | |||||||||||
- Natural gas (Bcf) | ( | ( | |||||||||
- NGLs, Refined Products and crude oil (MMBbl) | ( | ( | |||||||||
| Basis | |||||||||||
- Natural gas (Bcf) | ( | ( | |||||||||
- NGLs, Refined Products and crude oil (MMBbl) | ( | ( | |||||||||
| Swing Swaps | |||||||||||
- Natural gas (Bcf) | ( | ( | |||||||||
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. We maintain credit policies with regard to our counterparties that we believe minimize credit risk. Our policies and related credit risk are consistent with those discussed in our Annual Report.
E. DEBT
Current Maturities - At March 31, 2025, our current maturities of long-term debt consist of the following:
(Millions of dollars) | |||||
$ | $ | ||||
$ | |||||
$ | |||||
$ | |||||
| Current maturities of long-term debt | $ | ||||
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 $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.
13
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.
F. EQUITY
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 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.
G. 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
14
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) | |||||
| Assets: | |||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable, net | |||||
| Other current assets | |||||
Net property, plant and equipment | |||||
| Goodwill | |||||
| Intangible assets, net | |||||
| Other assets | |||||
| Liabilities: | |||||
| Accounts payable | $ | ||||
| Other current liabilities | |||||
| Other deferred credits | |||||
H. EARNINGS PER SHARE
The following tables set forth the computation of basic and diluted EPS for the periods indicated:
| Three Months Ended March 31, 2025 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
(Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | $ | |||||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | $ | |||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
(Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income available for common stock | $ | $ | |||||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||
| Net income available for common stock and common stock equivalents | $ | $ | |||||||||||||||
15
I. UNCONSOLIDATED AFFILIATES
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 | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
(Millions of dollars) | ||||||||
| Northern Border | $ | $ | ||||||
| Overland Pass | ||||||||
| BridgeTex | ||||||||
| Saddlehorn | ||||||||
| Roadrunner | ||||||||
| Other | ||||||||
| Equity in net earnings from investments | $ | $ | ||||||
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.
J. COMMITMENTS AND CONTINGENCIES
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. The cost of planning, designing, constructing and operating pipelines, terminals, plants and other facilities must incorporate compliance with these laws, regulations and safety standards. 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.
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.
K. REVENUES
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.
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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) | |||||||
| Remainder of 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 and beyond | ||||||||
| Total | $ | |||||||
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 certain minimum volume agreements, which we consider to be fully constrained until invoiced.
L. SEGMENTS
Segment Descriptions - Our operations are divided into four reportable business segments as follows:
•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, stores and markets natural gas; and
•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.
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Operating Segment Information - The following tables set forth certain selected financial information for our operating segments for the periods indicated:
| Three Months Ended March 31, 2025 | Natural Gas Gathering and Processing | Natural Gas Liquids | Natural Gas Pipelines | Refined Products and Crude | Total Segments | ||||||||||||||||||||||||
(Millions of dollars) | |||||||||||||||||||||||||||||
| Liquids commodity sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residue natural gas sales | |||||||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||||||||||||||
| Transportation and storage revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenues (a) | |||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Operating costs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Noncash compensation expense and other | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(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 $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 March 31, 2025 | Total Segments | Other and Eliminations | Total | |||||||||||||||||
(Millions of dollars) | ||||||||||||||||||||
| Reconciliations of total segments to consolidated | ||||||||||||||||||||
| Liquids commodity sales | $ | $ | ( | $ | ||||||||||||||||
| Residue natural gas sales | ( | |||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | ||||||||||||||||||||
| Transportation and storage revenue | ( | |||||||||||||||||||
| Other revenue | ( | |||||||||||||||||||
| Total revenues (a) | $ | $ | ( | $ | ||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | ( | $ | $ | ( | |||||||||||||||
| Operating costs | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | |||||||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | |||||||||||||||||
| Total assets | $ | $ | $ | |||||||||||||||||
| Capital expenditures | $ | $ | $ | |||||||||||||||||
(a) - Substantially all of our revenues related to contracts with customers.
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| Three Months Ended March 31, 2024 | Natural Gas Gathering and Processing | Natural Gas Liquids | Natural Gas Pipelines | Refined Products and Crude | Total Segments | ||||||||||||||||||||||||
(Millions of dollars) | |||||||||||||||||||||||||||||
| Liquids commodity sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residue natural gas sales | |||||||||||||||||||||||||||||
| Gathering, processing and exchange services revenue | |||||||||||||||||||||||||||||
| Transportation and storage revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenues (a) | |||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Operating costs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Noncash compensation expense and other | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(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, Refined Products and Crude and Natural Gas Pipelines segments.
| Three Months Ended March 31, 2024 | Total Segments | Other and Eliminations | Total | |||||||||||||||||
(Millions of dollars) | ||||||||||||||||||||
| Reconciliations of total segments to consolidated | ||||||||||||||||||||
| Liquids commodity sales | $ | $ | ( | $ | ||||||||||||||||
| Residue natural gas sales | ||||||||||||||||||||
| Gathering, processing and exchange services revenue | ||||||||||||||||||||
| Transportation and storage revenue | ( | |||||||||||||||||||
| Other revenue | ( | |||||||||||||||||||
| Total revenues (a) | $ | $ | ( | $ | ||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | ( | $ | $ | ( | |||||||||||||||
| Operating costs | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | |||||||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | |||||||||||||||||
| Total assets | $ | $ | $ | |||||||||||||||||
| Capital expenditures | $ | $ | $ | |||||||||||||||||
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| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Reconciliation of net income to total segment adjusted EBITDA | (Millions of dollars) | |||||||||||||
| Net income | $ | $ | ||||||||||||
| Interest expense, net of capitalized interest | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Income taxes | ||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | ||||||||||||||
| Equity in net earnings from investments | ( | ( | ||||||||||||
Noncash compensation expense and other (a) | ||||||||||||||
| Other corporate costs (a) | ( | |||||||||||||
| Total segment adjusted EBITDA | $ | $ | ||||||||||||
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our unaudited Consolidated Financial Statements and the Notes to Consolidated Financial Statements in this Quarterly Report, as well as our Annual Report.
RECENT DEVELOPMENTS
Please refer to the “Financial Results and Operating Information” and “Liquidity and Capital Resources” sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report for additional information.
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 of the closing date of the EnLink Acquisition. EnLink is now a wholly owned subsidiary.
Joint Ventures - On February 4, 2025, we announced definitive agreements to form joint ventures with MPLX to construct a 400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas, and a new 24-inch pipeline from our Mont Belvieu, Texas, storage facility to the new terminal. Texas City Logistics, the export terminal joint venture, is owned 50% by us and 50% by MPLX, with MPLX constructing and operating the facility. MBTC Pipeline, the pipeline joint venture, is owned 80% by us and 20% by MPLX, and we will construct and operate the pipeline. We expect to invest a total of approximately $1.0 billion into these projects.
Business Update and Market Conditions - Earnings increased in the first quarter of 2025, compared with the first quarter of 2024, due primarily to the positive impact of the EnLink and Medallion Acquisitions across our segments. Our extensive and integrated assets are located in, and connected with, some of the most productive shale basins, as well as refineries and demand centers, in the United States.
Due to recent changes in the commodity price environment, we are monitoring producers’ drilling, completion and production plans, but we do not currently anticipate material changes to our volume expectations. Our counterparties are primarily major and independent crude oil and natural gas producers that can withstand temporary commodity price volatility. We are also monitoring the impact of the tariffs announced by the federal government in 2025, which could increase our costs for materials and equipment. Due to the phase of construction of our larger projects, proactively monitoring lead times on materials and equipment used in constructing capital projects and entering into procurement agreements for long-lead items, we do not expect the announced tariffs to have a material impact on capital expenditures in 2025.
Although the energy industry has experienced many commodity cycles, we have positioned ourselves to reduce exposure to direct commodity price volatility. Each of our four reportable segments are primarily fee-based, and we expect our consolidated earnings to be approximately 90% fee-based in 2025. Our fee-based earnings are primarily supported by long-term contracts, including minimum volume commitments and take-or-pay agreements, with investment-grade counterparties.
20
Capital Projects - Our primary capital projects are outlined in the table below:
| Project | Scope | Approximate Cost (a) | Expected Completion | ||||||||
| Natural Gas Liquids | (In millions) | ||||||||||
| Elk Creek pipeline expansion | Increase capacity to 435 MBbl/d out of the Rocky Mountain region | $355 | Completed (b) | ||||||||
Medford fractionator | Rebuild our 210 MBbl/d NGL fractionation facility in Medford, Oklahoma | $385 | (c) | ||||||||
Texas City Logistics export terminal (d) | 400 MBbl/d liquefied petroleum gas export terminal in Texas City, Texas | $700 | Early 2028 | ||||||||
MBTC Pipeline | 24-inch pipeline from Mont Belvieu, Texas, storage facility to the new Texas City, Texas, export terminal | $280 | Early 2028 | ||||||||
Refined Products and Crude | |||||||||||
Greater Denver pipeline expansion | Increase total system capacity by 35 MBbl/d and additional expansion capabilities | $480 | Mid-2026 | ||||||||
(a) - Excludes capitalized interest/AFUDC. For our Texas City Logistics and MBTC Pipeline joint venture projects, the amounts presented exclude MPLX capital contributions.
(b) - We completed construction in January 2025, and the project is partially in service. Following supply of full power, expected in mid-2025, we will reach the full capacity of 435 MBbl/d.
(c) - This project is expected to be completed in two phases, with the first phase expected to be completed in the fourth quarter of 2026, and the second phase completed in the first quarter of 2027.
(d) - Our investment in Texas City Logistics is accounted for using the equity method. Spending on this project will be recorded as contributions to unconsolidated affiliates.
In our Natural Gas Gathering and Processing segment, we have a capital project to relocate a 150 MMcf/d processing plant to the Permian Basin from North Texas, which we expect to be in service in the first quarter of 2026.
For a discussion of our capital expenditure financing, see “Capital Expenditures” in the “Liquidity and Capital Resources” section.
Debt Repayments - In March 2025, we repaid our $250 million, 3.2% senior notes at maturity with cash on hand.
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 with cash on hand, bringing total repurchases under the program to 1.865 million shares of common stock for $189 million since its inception in January 2024.
Dividends - In February 2025, we paid a quarterly common stock dividend of $1.03 per share ($4.12 per share on an annualized basis), an increase of 4% compared with the same quarter in the prior year. Our dividend growth is due primarily to the increase in cash flows resulting from the growth of our operations. We declared a quarterly common stock dividend of $1.03 per share in April 2025. The quarterly common stock dividend will be paid on May 15, 2025, to shareholders of record at the close of business on May 5, 2025.
FINANCIAL RESULTS AND OPERATING INFORMATION
How We Evaluate Our Operations
Management uses a variety of financial and operating metrics to analyze our performance. Our consolidated financial metrics include: (1) operating income; (2) net income; (3) diluted EPS; and (4) adjusted EBITDA. We evaluate segment operating results using adjusted EBITDA and our operating metrics, which include various volume and rate statistics that are relevant for the respective segment. These operating metrics allow investors to analyze the various components of segment financial results in terms of volumes and rate/price. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results. For additional information on our operating metrics, see the respective segment subsections of this “Financial Results and Operating Information” section.
Non-GAAP Financial Measures - Adjusted EBITDA is a non-GAAP measure of our financial performance. Adjusted EBITDA is defined as net income adjusted for interest expense, depreciation and amortization, noncash impairment charges, income taxes, noncash compensation expense and certain other noncash items. Our calculation includes adjusted EBITDA related to our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net
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earnings from investments. Adjusted EBITDA from our unconsolidated affiliates is calculated consistently with the definition above and excludes items such as interest expense, depreciation and amortization, income taxes and other noncash items. Although the amounts related to our unconsolidated affiliates are included in the calculation of adjusted EBITDA, such inclusion should not be understood to imply that we have control over the operations and resulting revenues, expenses or cash flows of such unconsolidated affiliates.
We believe this non-GAAP financial measure is useful to investors because it and similar measures are used by many companies in our industry as a measurement of financial performance and is commonly employed by financial analysts and others to evaluate our financial performance and to compare financial performance among companies in our industry. Adjusted EBITDA should not be considered an alternative to net income, EPS or any other measure of financial performance presented in accordance with GAAP. Additionally, this calculation may not be comparable with similarly titled measures of other companies. See reconciliation of net income to adjusted EBITDA in the “Non-GAAP Financial Measures” subsection.
Consolidated Operations
Selected Financial Results - The following table sets forth certain selected financial results for the periods indicated:
| Three Months Ended | Three Months | ||||||||||||||||
| March 31, | 2025 vs. 2024 | ||||||||||||||||
| Financial Results | 2025 | 2024 | $ Increase (Decrease) | ||||||||||||||
(Millions of dollars, except per share amounts) | |||||||||||||||||
| Revenues | |||||||||||||||||
| Commodity sales | $ | 6,912 | $ | 3,928 | 2,984 | ||||||||||||
| Services and other | 1,131 | 853 | 278 | ||||||||||||||
| Total revenues | 8,043 | 4,781 | 3,262 | ||||||||||||||
| Cost of sales and fuel (exclusive of items shown separately below) | 5,655 | 2,897 | 2,758 | ||||||||||||||
| Operating costs | 752 | 569 | 183 | ||||||||||||||
| Depreciation and amortization | 380 | 254 | 126 | ||||||||||||||
| Transaction costs | 42 | 3 | 39 | ||||||||||||||
| Other operating income, net | (6) | (6) | — | ||||||||||||||
| Operating income | $ | 1,220 | $ | 1,064 | 156 | ||||||||||||
| Equity in net earnings from investments | $ | 108 | $ | 76 | 32 | ||||||||||||
| Interest expense, net of capitalized interest | $ | (442) | $ | (300) | 142 | ||||||||||||
| Net income | $ | 691 | $ | 639 | 52 | ||||||||||||
| Net income attributable to ONEOK | $ | 636 | $ | 639 | (3) | ||||||||||||
| Diluted EPS | $ | 1.04 | $ | 1.09 | (0.05) | ||||||||||||
| Adjusted EBITDA | $ | 1,775 | $ | 1,441 | 334 | ||||||||||||
| Capital expenditures | $ | 629 | $ | 512 | 117 | ||||||||||||
Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel in our Consolidated Statements of Income and, therefore, the impact is largely offset between these line items.
Operating income increased $156 million for the three months ended March 31, 2025, compared with the same period in 2024, primarily as a result of the following:
•Natural Gas Gathering and Processing - an increase of $129 million due primarily to the operating income of EnLink and higher volumes in the Rocky Mountain region, offset partially by lower realized NGL prices, net of hedging, and higher operating costs;
•Natural Gas Liquids - an increase of $9 million due primarily to the operating income of EnLink, offset partially by lower earnings on sales of Purity NGLs held in inventory and higher operating costs;
•Natural Gas Pipelines - an increase of $28 million due primarily to the operating income of EnLink, offset partially by the impact of the interstate natural gas pipeline divestiture in 2024; and
•Refined Products and Crude - an increase of $39 million due primarily to the operating income of Medallion and EnLink and lower operating costs, offset partially by lower liquids blending differentials; offset by
•Consolidated Transaction Costs - an increase of $39 million due primarily to higher transaction costs related to the EnLink Acquisition.
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Net income increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to the items discussed above and higher equity in net earnings from investments, offset partially by higher interest expense due to higher debt balances resulting from the September 2024 $7.0 billion notes offering and the acquired debt balances from the EnLink Controlling Interest Acquisition in 2024.
Capital expenditures increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to the phase of our large capital projects. Please refer to the “Recent Developments” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report for additional information on our capital projects.
Additional information regarding our financial results and operating information is provided in the following discussion for each of our segments.
Natural Gas Gathering and Processing
Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Gathering and Processing segment for the periods indicated:
| Three Months Ended | Three Months | ||||||||||||||||
| March 31, | 2025 vs. 2024 | ||||||||||||||||
| Financial Results | 2025 | 2024 | $ Increase (Decrease) | ||||||||||||||
(Millions of dollars) | |||||||||||||||||
| NGL and condensate sales | $ | 1,227 | $ | 623 | 604 | ||||||||||||
| Residue natural gas sales | 698 | 344 | 354 | ||||||||||||||
| Gathering, compression, dehydration and processing fees and other revenue | 272 | 43 | 229 | ||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (1,456) | (594) | 862 | ||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (250) | (113) | 137 | ||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 2 | 2 | — | ||||||||||||||
| Other | (2) | 1 | (3) | ||||||||||||||
| Adjusted EBITDA | $ | 491 | $ | 306 | 185 | ||||||||||||
| Capital expenditures | $ | 241 | $ | 116 | 125 | ||||||||||||
Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel and, therefore, the impact is largely offset between these line items.
Adjusted EBITDA increased $185 million for the three months ended March 31, 2025, compared with the same period in 2024, primarily as a result of the following:
•an increase of $213 million due to adjusted EBITDA from EnLink; and
•an increase of $16 million from higher volumes due primarily to increased production and the impact of winter weather in the Rocky Mountain region in 2024; offset by
•a decrease of $19 million due primarily to lower realized NGL prices, net of hedging, and lower average fee rates, offset partially by higher realized natural gas and condensate prices, net of hedging;
•an increase of $16 million in operating costs due primarily to higher employee-related costs and accruals for methane fees in 2025; and
•a decrease of $6 million from the divestiture of certain non-strategic assets in 2024.
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Capital expenditures increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to our capital project to relocate a processing plant to the Permian Basin from North Texas and routine capital projects.
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
Operating Information | 2025 | 2024 | |||||||||
Natural gas processed (MMcf/d) (a)(b) | 5,250 | 2,187 | |||||||||
(a) - Includes volumes for consolidated entities only.
(b) - Includes volumes we processed at company-owned and third-party facilities.
Our natural gas processed volumes increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to incremental volumes from the EnLink Acquisition.
Natural Gas Liquids
Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Liquids segment for the periods indicated:
| Three Months Ended | Three Months | ||||||||||||||||
| March 31, | 2025 vs. 2024 | ||||||||||||||||
| Financial Results | 2025 | 2024 | $ Increase (Decrease) | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| NGL and condensate sales | $ | 4,112 | $ | 3,264 | 848 | ||||||||||||
| Exchange service and other revenues | 105 | 124 | (19) | ||||||||||||||
| Transportation and storage revenues | 51 | 48 | 3 | ||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (3,457) | (2,698) | 759 | ||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (203) | (173) | 30 | ||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 28 | 17 | 11 | ||||||||||||||
| Other | (1) | 6 | (7) | ||||||||||||||
| Adjusted EBITDA | $ | 635 | $ | 588 | 47 | ||||||||||||
| Capital expenditures | $ | 171 | $ | 253 | (82) | ||||||||||||
Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel and, therefore, the impact is largely offset between these line items.
Adjusted EBITDA increased $47 million for the three months ended March 31, 2025, compared with the same period in 2024, primarily as a result of the following:
•an increase of $64 million due to adjusted EBITDA from EnLink; and
•an increase of $11 million in adjusted EBITDA from unconsolidated affiliates due primarily to higher volumes delivered to the Overland Pass Pipeline; offset by
•a decrease of $15 million in optimization and marketing due primarily to lower earnings on sales of Purity NGLs held in inventory; and
•an increase of $13 million in operating costs due primarily to higher employee-related costs from the growth of our operations.
Capital expenditures decreased for the three months ended March 31, 2025, compared with the same periods in 2024, due primarily to the completion of our MB-6 fractionator and pipeline expansion projects in 2024.
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| Operating Information | 2025 | 2024 | |||||||||
Raw feed throughput (MBbl/d) (a) | 1,293 | 1,241 | |||||||||
Average Conway-to-Mont Belvieu Oil Price Information Service price differential - ethane in ethane/propane mix ($/gallon) | $ | 0.00 | $ | 0.00 | |||||||
(a) - Represents physical raw feed volumes for which we provide transportation and/or fractionation services.
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We generally expect ethane volumes to increase or decrease with corresponding increases or decreases in overall NGL production. However, ethane volumes may experience growth or decline greater than corresponding growth or decline in overall NGL production due to ethane economics causing producers to recover or reject ethane.
Volumes increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to incremental volumes from the EnLink Acquisition and higher volumes in the Rocky Mountain region, offset partially by lower ethane volume in the Mid-Continent region.
Natural Gas Pipelines
Interstate Natural Gas Pipeline Divestiture - On December 31, 2024, we completed the sale of three of our wholly owned interstate natural gas pipeline systems to DT Midstream, Inc.
Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Pipelines segment for the periods indicated:
| Three Months Ended | Three Months | ||||||||||||||||
| March 31, | 2025 vs. 2024 | ||||||||||||||||
| Financial Results | 2025 | 2024 | $ Increase (Decrease) | ||||||||||||||
(Millions of dollars) | |||||||||||||||||
| Transportation revenues | $ | 100 | $ | 119 | (19) | ||||||||||||
| Storage revenues | 44 | 38 | 6 | ||||||||||||||
| Residue natural gas sales and other revenues | 320 | 28 | 292 | ||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (261) | (15) | 246 | ||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (51) | (51) | — | ||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 61 | 47 | 14 | ||||||||||||||
| Other | (1) | (1) | — | ||||||||||||||
| Adjusted EBITDA | $ | 212 | $ | 165 | 47 | ||||||||||||
| Capital expenditures | $ | 62 | $ | 79 | (17) | ||||||||||||
Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel and, therefore, the impact is largely offset between these line items.
Adjusted EBITDA increased $47 million for the three months ended March 31, 2025, compared with the same period in 2024, primarily as a result of the following:
•an increase of $80 million due to adjusted EBITDA from EnLink; offset by
•a decrease of $32 million due to the interstate natural gas pipeline divestiture.
Capital expenditures decreased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to the completion of capital projects in 2024, offset partially by increased growth projects primarily from EnLink.
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| Operating Information (a) | 2025 | 2024 | |||||||||
Natural gas transportation capacity contracted (MDth/d) | 4,663 | 4,485 | |||||||||
| Transportation capacity contracted | 97 | % | 97 | % | |||||||
(a) - Includes capacity contracted for consolidated Oklahoma and Texas intrastate pipeline entities only.
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Refined Products and Crude
Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Refined Products and Crude segment for the periods indicated:
| Three Months Ended | Three Months | ||||||||||||||||
| March 31, | 2025 vs. 2024 | ||||||||||||||||
| Financial Results | 2025 | 2024 | $ Increase (Decrease) | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| Product sales | $ | 1,901 | $ | 351 | 1,550 | ||||||||||||
| Transportation revenues | 409 | 340 | 69 | ||||||||||||||
| Storage, terminals and other revenues | 158 | 153 | 5 | ||||||||||||||
Cost of sales and fuel (exclusive of depreciation and operating costs) | (1,835) | (285) | 1,550 | ||||||||||||||
Operating costs, excluding noncash compensation adjustments | (217) | (210) | 7 | ||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 48 | 35 | 13 | ||||||||||||||
| Other | 7 | (3) | 10 | ||||||||||||||
| Adjusted EBITDA | $ | 471 | $ | 381 | 90 | ||||||||||||
| Capital expenditures | $ | 141 | $ | 42 | 99 | ||||||||||||
Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel in our Consolidated Statements of Income and, therefore, the impact is largely offset between these line items.
Adjusted EBITDA increased $90 million for the three months ended March 31, 2025, compared to the same period in 2024, primarily as a result of the following:
•an increase of $92 million due to adjusted EBITDA from Medallion and EnLink;
•an increase of $13 million in adjusted EBITDA from unconsolidated affiliates due primarily to higher BridgeTex earnings and higher Saddlehorn earnings due to our 10% ownership interest increase in March 2024; and
•a decrease of $13 million in operating cost due primarily to lower outside services; offset by
•a decrease of $27 million in optimization and marketing due primarily to lower liquids blending differentials.
Capital expenditures increased for the three months ended March 31, 2025, compared with the same periods in 2024, due primarily to capital projects from Medallion and EnLink and our greater Denver pipeline expansion project.
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
Operating Information (a) | 2025 | 2024 | |||||||||
Refined Products volume shipped (MBbl/d) | 1,401 | 1,411 | |||||||||
Crude oil volume shipped (MBbl/d) | 1,846 | 747 | |||||||||
(a) - Includes volumes for consolidated entities only.
Crude oil volume shipped increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to incremental volumes from the Medallion and EnLink Acquisitions.
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Non-GAAP Financial Measures
The following table sets forth a reconciliation of net income, the nearest comparable GAAP financial performance measure, to adjusted EBITDA for the periods indicated:
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| (Unaudited) | 2025 | 2024 | ||||||||||||
| Reconciliation of net income to adjusted EBITDA | (Millions of dollars) | |||||||||||||
| Net income | $ | 691 | $ | 639 | ||||||||||
| Interest expense, net of capitalized interest | 442 | 300 | ||||||||||||
| Depreciation and amortization | 380 | 254 | ||||||||||||
| Income taxes | 197 | 208 | ||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 139 | 101 | ||||||||||||
| Equity in net earnings from investments | (108) | (76) | ||||||||||||
Noncash compensation expense and other (a) | 34 | 15 | ||||||||||||
Adjusted EBITDA | $ | 1,775 | $ | 1,441 | ||||||||||
| Reconciliation of segment adjusted EBITDA to adjusted EBITDA | ||||||||||||||
| Segment adjusted EBITDA: | ||||||||||||||
| Natural Gas Gathering and Processing | $ | 491 | $ | 306 | ||||||||||
| Natural Gas Liquids | 635 | 588 | ||||||||||||
| Natural Gas Pipelines | 212 | 165 | ||||||||||||
| Refined Products and Crude | 471 | 381 | ||||||||||||
| Other (a) | (34) | 1 | ||||||||||||
Adjusted EBITDA | $ | 1,775 | $ | 1,441 | ||||||||||
(a) - The three months ended March 31, 2025, included transaction costs primarily related to the EnLink Acquisition of $31 million included within other and $11 million included within noncash compensation expense and other.
CONTINGENCIES
See Note J of the Notes to Consolidated Financial Statements in this Quarterly Report for a discussion of regulatory and legal matters.
LIQUIDITY AND CAPITAL RESOURCES
General - Our primary sources of cash inflows are operating cash flows, proceeds from our commercial paper program and our $3.5 Billion Credit Agreement, debt issuances and the issuance of common stock for our liquidity and capital resources requirements.
We expect our sources of cash inflows to provide sufficient resources to finance our operations, capital expenditures, quarterly cash dividends, maturities of long-term debt, share repurchases, contributions to unconsolidated affiliates and joint ventures. We believe we have sufficient liquidity due to our $3.5 Billion Credit Agreement, which expires in February 2030, and access to $1.0 billion available through our “at-the-market” equity program. As of April 21, 2025, no shares have been sold through our “at-the-market” equity program.
We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps. In April 2025, we entered into $250 million of Treasury locks to hedge the variability of interest payments on a portion of our forecasted debt issuances. For additional information on our interest-rate derivative instruments, see Note E of the Notes to Consolidated Financial Statements in our Annual Report.
Cash Management - At March 31, 2025, we had $141 million of cash and cash equivalents. For our wholly owned subsidiaries, we use a centralized cash management program that concentrates the cash assets of our wholly owned nonguarantor operating subsidiaries in joint accounts for the purposes of providing financial flexibility and lowering the cost of borrowing, transaction costs and bank fees. Our centralized cash management program provides that funds in excess of the daily needs of our operating subsidiaries are concentrated, consolidated or otherwise made available for use by other entities within our consolidated group. Our operating subsidiaries participate in this program to the extent they are permitted pursuant to FERC regulations or their operating agreements. Under the cash management program, depending on whether a
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participating subsidiary has short-term cash surpluses or cash requirements, we provide cash to the subsidiary or the subsidiary provides cash to us.
Following the completion of the EnLink Acquisition on January 31, 2025, we effectively terminated an agreement to provide revolving unsecured loans to EnLink through a promissory note, as EnLink operating subsidiaries are wholly owned and now participate in the cash management program described above.
Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness. These guarantees in place for our and ONEOK Partners’ indebtedness are full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of outstanding securities. Liabilities under the guarantees rank equally in right of payment with all of the guarantors’ existing and future senior unsecured indebtedness. The Intermediate Partnership holds all of ONEOK Partners’ interests and equity in its subsidiaries, which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries. Magellan, EnLink and EnLink Partners hold interests in their subsidiaries, which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries. Therefore, as allowed under Rule 13-01 of Regulation S-X, we have excluded the summarized financial information for each issuer and guarantor as the combined financial information of subsidiary issuers and parent guarantors, excluding our ownership of all interest in ONEOK Partners, Magellan and EnLink, reflect no material assets or liabilities or results of operations apart from guaranteed indebtedness. For additional information on our indebtedness, please see Note H of the Notes to Consolidated Financial Statements in our Annual Report and Note E of the Notes to Consolidated Financial Statements in this Quarterly Report.
Short-term Liquidity - Our principal sources of short-term liquidity consist of cash generated from operating activities, distributions received from our unconsolidated affiliates, proceeds from our commercial paper program and our $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. All other terms and conditions remain substantially the same. As of March 31, 2025, we had no borrowings under our $3.5 Billion Credit Agreement, and we are in compliance with all covenants. Upon closing of the EnLink Acquisition on January 31, 2025, the EnLink Revolving Credit Facility was terminated. For additional information on the EnLink Revolving Credit Facility, see Note H of the Notes to Consolidated Financial Statements in our Annual Report.
As of March 31, 2025, we had a working capital (defined as current assets less current liabilities) deficit of $2.1 billion, due primarily to current maturities of long-term debt. Generally, our working capital is influenced by several factors, including, among other things: (i) the timing of (a) debt and equity issuances, (b) the funding of capital expenditures, (c) scheduled debt payments, and (d) accounts receivable and payable; and (ii) the volume and cost of inventory and commodity imbalances. We may have working capital deficits in future periods as our long-term debt becomes current. We do not expect a working capital deficit of this nature to have a material adverse impact to our cash flows or operations.
For additional information on our $3.5 Billion Credit Agreement, see Note E of the Notes to Consolidated Financial Statements in this Quarterly Report.
Long-term Financing - In addition to our principal sources of short-term liquidity discussed above, we expect to fund our longer-term financing requirements by issuing long-term notes, as needed. Other options to obtain financing include, but are not limited to, issuing common stock, loans from financial institutions, issuance of convertible debt securities or preferred equity securities, asset securitization and the sale and lease-back of facilities.
We may, at any time, seek to retire or purchase our or ONEOK Partners’ outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market repurchases, privately negotiated transactions or otherwise. Such repurchases and exchanges, if any, will be on such terms and prices as we may determine and will depend on prevailing market conditions, or liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Debt Repayments - In March 2025, we repaid our $250 million, 3.2% senior notes at maturity with cash on hand.
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.
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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 with cash on hand, bringing total repurchases under the program to 1.865 million shares of common stock for $189 million since its inception in January 2024.
Capital Expenditures - We proactively monitor lead times on materials and equipment used in constructing capital projects, and we enter into procurement agreements for long-lead items for potential projects to plan for future growth. Our capital expenditures are financed typically through operating cash flows and short- and long-term debt. We do not expect the tariffs recently announced by the federal government to have a material impact on capital expenditures in 2025.
Capital expenditures, less allowance for equity funds used during construction, were $629 million and $512 million for the three months ended March 31, 2025 and 2024, respectively.
We expect total capital expenditures of $2.8 - $3.2 billion in 2025.
Credit Ratings - Our long-term debt credit ratings as of April 21, 2025, are shown in the table below:
| Rating Agency | Long-Term Rating | Short-Term Rating | Outlook | ||||||||
| Moody’s | Baa2 | Prime-2 | Stable | ||||||||
| S&P | BBB | A-2 | Stable | ||||||||
| Fitch | BBB | F2 | Stable | ||||||||
Our credit ratings, which are investment grade, may be affected by our leverage, liquidity, credit profile or potential transactions. The most common criteria for assessment of our credit ratings are the debt-to-EBITDA ratio, interest coverage, business risk profile and liquidity. If our credit ratings were downgraded, our cost to borrow funds under our $3.5 Billion Credit Agreement would increase, and a potential loss of access to the commercial paper market could occur. In the event that we are unable to borrow funds under our commercial paper program and there has not been a material adverse change in our business, we would continue to have access to our $3.5 Billion Credit Agreement, which expires in 2030. An adverse credit rating change alone is not a default under our $3.5 Billion Credit Agreement.
In the normal course of business, our counterparties provide us with secured and unsecured credit. In the event of a downgrade in our credit ratings or a significant change in our counterparties’ evaluation of our creditworthiness, we could be required to provide additional collateral in the form of cash, letters of credit or other negotiable instruments as a condition of continuing to conduct business with such counterparties. We may be required to fund margin requirements with our counterparties with cash, letters of credit or other negotiable instruments.
Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors, subject to the rights of the holders of outstanding preferred stock. In February 2025, we paid a common stock dividend of $1.03 per share ($4.12 per share on an annualized basis), an increase of 4% compared with the same quarter in the prior year. A common stock dividend of $1.03 per share was declared in April 2025, for the shareholders of record at the close of business on May 5, 2025, payable on May 15, 2025.
For the three months ended March 31, 2025, our cash flows from operations exceeded dividends paid by $261 million. We expect our cash flows from operations to continue to sufficiently fund our cash dividends. To the extent operating cash flows are not sufficient to fund our dividends, we may utilize cash on hand from other sources of short- and long-term liquidity to fund a portion of our dividends.
CASH FLOW ANALYSIS
We use the indirect method to prepare our Consolidated Statements of Cash Flows. Under this method, we reconcile net income to cash flows provided by operating activities by adjusting net income for those items that affect net income but do not result in actual cash receipts or payments during the period and for operating cash items that do not impact net income. These reconciling items can include depreciation and amortization, deferred income taxes, impairment charges, allowance for equity funds used during construction, gain or loss on sale of business and assets, net undistributed earnings from unconsolidated affiliates, share-based compensation expense, other amounts and changes in our assets and liabilities not classified as investing or financing activities.
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The following table sets forth the changes in cash flows by operating, investing and financing activities for the periods indicated:
| Variances | ||||||||||||||||||||
| Three Months Ended | 2025 vs. 2024 | |||||||||||||||||||
| March 31, | $ Increase (Decrease) in Cash | |||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||
| Total cash provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | 904 | $ | 596 | 308 | |||||||||||||||
| Investing activities | (694) | (578) | (116) | |||||||||||||||||
| Financing activities | (802) | (291) | (511) | |||||||||||||||||
| Change in cash and cash equivalents | (592) | (273) | (319) | |||||||||||||||||
| Cash and cash equivalents at beginning of period | 733 | 338 | 395 | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | 141 | $ | 65 | 76 | |||||||||||||||
Operating Cash Flows - Operating cash flows are affected by earnings from our business activities and changes in our operating assets and liabilities. Changes in commodity prices and demand for our services or products, whether because of general economic conditions, changes in supply, changes in demand for the end products that are made with our products or increased competition from other service providers, could affect our earnings and operating cash flows. Our operating cash flows can also be impacted by changes in our inventory balances, which are driven primarily by commodity prices, supply, demand and the operation of our assets.
Cash flows from operating activities, before changes in operating assets and liabilities for the three months ended March 31, 2025, increased $150 million compared with the same period in 2024, due primarily to the impact of the EnLink and Medallion Acquisitions as discussed in “Financial Results and Operating Information.”
The changes in operating assets and liabilities decreased operating cash flows $344 million for the three months ended March 31, 2025, compared with a decrease of $502 million for the same period in 2024. This change is due primarily to changes in accounts payable, which vary from period to period with changes in commodity prices and from the timing of payments to vendors, suppliers and other third parties and due to changes in risk management assets and liabilities. These changes were offset partially by changes in accounts receivable, which vary from period to period with changes in commodity prices and from the timing of cash receipts from counterparties.
Investing Cash Flows - Cash used in investing activities for the three months ended March 31, 2025, increased $116 million, compared with the same period in 2024, due primarily to an increase in capital expenditures related to our capital projects.
Financing Cash Flows - Cash used in financing activities for the three months ended March 31, 2025, increased $511 million, compared with the same period in 2024, due primarily to the repayment of long-term debt and a decrease of short-term borrowings in 2025.
IMPACT OF NEW ACCOUNTING STANDARDS
See Note A of the Notes to Consolidated Financial Statements in this Quarterly Report for discussion of new accounting standards.
CRITICAL ACCOUNTING 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 of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements. These estimates and assumptions also affect the reported amounts of revenue and expenses during the reporting period. Although we believe these estimates and assumptions are reasonable, actual results could differ from our estimates.
Information about our critical accounting estimates is included under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates,” in our Annual Report.
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FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements in reliance on the safe harbor protections of the Securities Act of 1933, as amended, and the Exchange Act, which involve substantial risk and uncertainties. Such forward-looking statements include, but are not limited to, statements relating to our anticipated financial performance, liquidity, management’s plans and objectives for our future capital projects and other future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions, potential or pending strategic transactions, the timing thereof and our ability to achieve the intended and projected operational, financial and strategic benefits from any such transactions, and other matters. The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.
Forward-looking statements and other statements in this Quarterly Report regarding our environmental, social and other sustainability targets, plans and goals are not an indication that these statements are required to be disclosed in our filings with the SEC, or that we will continue to make similar statements in the same extent or manner in future filings. In addition, historical, current and forward-looking environmental, social and sustainability-related statements may be based on standards and processes for measuring progress that are still developing and that continue to evolve, and assumptions that are subject to change in the future.
Forward-looking statements include the items identified in the preceding paragraphs, the information concerning possible or assumed future results of our operations and other statements contained in this Quarterly Report identified by words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “projects,” “scheduled,” “should,” “target,” “will,” “would,” and other words and terms of similar meaning.
One should not place undue reliance on forward-looking statements. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices. In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:
•the impact on drilling and production by factors beyond our control, including the demand for natural gas, NGLs, Refined Products and crude oil; producers’ desire and ability to drill and obtain necessary permits; regulatory compliance; reserve performance; and capacity constraints and/or shut downs on the pipelines that transport crude oil, natural gas, NGLs, and Refined Products from producing areas and our facilities;
•the impact of unfavorable economic and market conditions, inflationary pressures, which may increase our capital expenditures and operating costs, raise the cost of capital or depress economic growth;
•the impact of the volatility of natural gas, NGL, Refined Products and crude oil prices on our earnings and cash flows, which is impacted by a variety of factors beyond our control, including international terrorism and conflicts and geopolitical instability;
•the impact of reduced volatility in energy prices or new government regulations that could discourage our storage customers from holding positions in Refined Products, crude oil and natural gas;
•the economic or other impact of announced or future tariffs;
•our dependence on producers, gathering systems, refineries and pipelines owned and operated by others and the impact of any closures, interruptions or reduced activity levels at these facilities;
•the impact of increased attention to ESG issues, including climate change, and risks associated with the physical and financial impacts of climate change;
•risks associated with operational hazards and unforeseen interruptions at our operations;
•the inability of insurance proceeds to cover all liabilities or incurred costs and losses, or lost earnings, resulting from a loss;
•the risk of increased costs for insurance premiums or less favorable coverage;
•demand for our services and products in the proximity of our facilities;
•risks associated with our ability to hedge against commodity price risks or interest rate risks;
•a breach of information security, including a cybersecurity attack, or failure of one or more key information technology or operational systems, and terrorist attacks, including cyber sabotage;
•exposure to construction risk and supply risks if adequate natural gas, NGL, Refined Products and crude oil supply is unavailable upon completion of facilities;
•the accuracy of estimates of hydrocarbon reserves, which could result in lower than anticipated volumes;
•our lack of ownership over all of the land on which our property is located and certain of our facilities and equipment;
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•the impact of changes in estimation, type of commodity and other factors on our measurement adjustments;
•excess capacity on our pipelines, processing, fractionation, terminal and storage assets;
•risks associated with the period of time our assets have been in service;
•our partial reliance on cash distributions from our unconsolidated affiliates on our operating cash flows;
•our ability to cause our joint ventures to take or not take certain actions unless some or all of our joint-venture participants agree;
•our reliance on others to operate certain joint-venture assets and to provide other services;
•our ability to use net operating losses and certain tax attributes;
•increased regulation of exploration and production activities, including hydraulic fracturing, well setbacks and disposal of wastewater;
•impacts of regulatory oversight and potential penalties on our business;
•risks associated with the rate regulation, challenges or changes, which may reduce the amount of cash we generate;
•the impact of our gas liquids blending activities, which subject us to federal regulations that govern renewable fuel requirements in the U.S.;
•incurrence of significant costs to comply with the regulation of greenhouse gas emissions;
•the impact of federal and state laws and regulations relating to the protection of the environment, public health and safety on our operations, as well as increased litigation and activism challenging oil and gas development as well as changes to and/or increased penalties from the enforcement of laws, regulations and policies;
•the impact of unforeseen changes in interest rates, debt and equity markets and other external factors over which we have no control;
•actions by rating agencies concerning our credit;
•our indebtedness and guarantee obligations could cause adverse consequences, including making us vulnerable to general adverse economic and industry conditions, limiting our ability to borrow additional funds and placing us at competitive disadvantages compared with our competitors that have less debt;
•an event of default may require us to offer to repurchase certain of our or ONEOK Partners’ senior notes or may impair our ability to access capital;
•the right to receive payments on our outstanding debt securities and subsidiary guarantees is unsecured and effectively subordinated to any future secured indebtedness and any existing and future indebtedness of our subsidiaries that do not guarantee the senior notes;
•use by a court of fraudulent conveyance to avoid or subordinate the cross guarantees of our or ONEOK Partners’ indebtedness;
•the risks associated with pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions and any regulatory delay or conditions imposed by regulatory bodies in connection with any such acquisitions and dispositions;
•the risk that the EnLink and Medallion businesses will not be integrated successfully;
•our ability to effectively manage our expanded operations following closing of recent acquisitions;
•our ability to pay dividends;
•our exposure to the credit risk of our customers or counterparties;
•a shortage of skilled labor;
•misconduct or other improper activities engaged in by our employees;
•the impact of potential impairment charges;
•the impact of the changing cost of providing pension and health care benefits, including postretirement health care benefits, to eligible employees and qualified retirees;
•our ability to maintain an effective system of internal controls; and
•the risk factors listed in the reports we have filed and may file with the SEC.
These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other factors could also affect adversely our future results. These and other risks are described in greater detail in Part I, Item 1A, “Risk Factors,” in our Annual Report and in our other filings that we make with the SEC, which are available via the SEC’s website at www.sec.gov and our website at www.oneok.com. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Any such forward-looking statement speaks only as of the date on which such statement is made, and other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.
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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
COUNTERPARTY CREDIT RISK
We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments, letters of credit, liens and other forms of collateral, when appropriate. Certain of our counterparties may be impacted by a relatively low commodity price environment and could experience financial problems, which could result in nonpayment and/or nonperformance, which could impact adversely our results of operations.
In our Natural Gas Gathering and Processing, Natural Gas Liquids and Natural Gas Pipelines segments, the creditworthiness of our counterparties, which are primarily investment grade, is consistent with that discussed in Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in our Annual Report. In our Refined Products and Crude segment, for the three months ended March 31, 2025, including EnLink and Medallion, approximately 85% of our revenues were made from customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit, liens or other collateral.
There have been no material changes in market risk exposures that would affect the other quantitative and qualitative disclosures presented in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report.
See Note D of the Notes to Consolidated Financial Statements in this Quarterly Report for more information on our hedging activities.
ITEM 4.CONTROLS AND PROCEDURES
Quarterly Evaluation of Disclosure Controls and Procedures - Our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting - There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
We have elected to use a $1 million threshold for disclosing environmental proceedings.
Information about our legal proceedings is included in Note J of the Notes to Consolidated Financial Statements in this Quarterly Report and under Note P of the Notes to Consolidated Financial Statements in our Annual Report.
ITEM 1A.RISK FACTORS
There have been no material changes to the risk factors set forth in Part I, Item 1A, Risk Factors, of our Annual Report that could affect us and our business. Although we have tried to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial performance. Investors should consider carefully the discussion of risks and the other information included or incorporated by reference in this Quarterly Report, including “Forward-Looking Statements,” which are included in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of the Publicly Announced Program (a) | Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (Millions of dollars) | ||||||||||||||||||||||
| January 2025 (b) | 125,000 | $ | 100.46 | 125,000 | $ | 1,828 | ||||||||||||||||||||
| February 2025 | — | $ | — | — | $ | 1,828 | ||||||||||||||||||||
| March 2025 | 190,000 | $ | 91.79 | 190,000 | $ | 1,811 | ||||||||||||||||||||
Total | 315,000 | 315,000 | ||||||||||||||||||||||||
(a) - In January 2024, 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 repurchases of the $2.0 billion of common stock, or on January 1, 2029, whichever occurs first.
(b) - Includes 125,000 shares that were repurchased in December 2024, and settled in January 2025.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.OTHER INFORMATION
During the three months ended March 31, 2025, no director or officer of the Company adopted terminated
Disclosure Pursuant to Item 5.03 of Form 8-K – Amendments to Articles of Incorporation or Bylaws - In connection with our repurchase on April 25, 2025 of all our outstanding Series E Preferred Stock from ONEOK Foundation, Inc., a not-for-profit corporation formed for the purpose of making charitable contributions, on April 28, 2025, we filed a certificate of retirement which (i) retired and canceled all such outstanding shares of Series E Preferred Stock and (ii) amended our certificate of incorporation to eliminate all references to the Series E Preferred Stock. The retired shares have now resumed the status of authorized but unissued shares of our preferred stock, such that the total number of authorized shares of our preferred stock is 100,000,000 of undesignated preferred stock. No shareholder vote was required to approve the certificate of retirement. Our amended and restated certificate of incorporation is filed as Exhibit 3.1 to this Quarterly Report.
ITEM 6.EXHIBITS
Readers of this report should not rely on or assume the accuracy of any representation or warranty or the validity of any opinion contained in any agreement filed as an exhibit to this Quarterly Report, because such representation, warranty or opinion may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent an allocation of risk between parties in the particular transaction, may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes, or may no longer continue to be true as of any given date. All exhibits attached to this Quarterly Report are included for the purpose of complying with requirements of the SEC. Other than the certifications made by our officers pursuant to the Sarbanes-Oxley Act of 2002 included as exhibits to this Quarterly Report, all exhibits are included only to provide information to investors regarding their respective terms and should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.
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The following exhibits are filed as part of this Quarterly Report:
| Exhibit No. | Exhibit Description | ||||
| 3.1 | |||||
| 3.2 | |||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 4.4 | |||||
| 4.5 | |||||
| 4.6 | |||||
| 4.7 | |||||
| 4.8 | |||||
| 4.9 | |||||
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| 22.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definitions Document. | ||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document. | ||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). | ||||
*Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ONEOK undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits to the SEC upon its request. | |||||
Attached as Exhibit 101 to this Quarterly Report are the following Inline XBRL-related documents: (i) Document and Entity Information; (ii) Consolidated Statements of Income for the three months ended March 31, 2025 and 2024; (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024; (iv) Consolidated Balance Sheets at March 31, 2025, and December 31, 2024; (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024; (vi) Consolidated Statements of Changes in Equity for the three months ended March 31, 2025 and 2024; and (vii) Notes to Consolidated Financial Statements.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ONEOK, Inc. | ||||||||
| Registrant | ||||||||
| Date: April 30, 2025 | By: | /s/ Walter S. Hulse III | ||||||
| Walter S. Hulse III | ||||||||
| Chief Financial Officer, Treasurer and | ||||||||
| Executive Vice President, Investor Relations | ||||||||
| and Corporate Development | ||||||||
| (Principal Financial Officer) | ||||||||
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