ONEOK INC /NEW/

Previous wording

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.

Current wording

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, which are expected to be completed in early 2028.

Previous wording

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.

Current wording

Business Update and Market Conditions - Earnings increased in the second quarter of 2025, compared with the second 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.

Previous wording

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.

Current wording

Due to recent geopolitical events and 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 are able to produce in a lower commodity price environment. 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 timing 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.

Previous wording

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.

Current wording

In our Natural Gas Gathering and Processing segment, we are relocating 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.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

Dividends - In February and May 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 quarters 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 July 2025. The quarterly common stock dividend will be paid on August 14, 2025, to shareholders of record at the close of business on August 1, 2025.

Previous wording

•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;

Current wording

•Natural Gas Gathering and Processing - an increase of $116 million due primarily to the operating income of EnLink, offset partially by the impact from the divestiture of certain non-strategic assets in 2024 and lower realized NGL prices, net of hedging;

Previous wording

•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

Current wording

•Natural Gas Pipelines- an increase of $15 million due primarily to the operating income of EnLink, offset partially by the impact of the interstate natural gas pipeline divestiture in 2024; and

Previous wording

•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

Current wording

•Refined Products and Crude - an increase of $70 million due primarily to the operating income of Medallion and EnLink and lower operating costs, offset partially by lower liquids blending differentials; offset by

Previous wording

•Consolidated Transaction Costs - an increase of $39 million due primarily to higher transaction costs related to the EnLink Acquisition.

Current wording

•Consolidated Transaction Costs - an increase of $18 million due primarily to higher transaction costs related to the EnLink Acquisition.

Previous wording

•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;

Current wording

•Natural Gas Liquids - an increase of $19 million due primarily to the operating income of EnLink, offset partially by lower optimization and marketing and higher operating costs;

Previous wording

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.

Current wording

Net income increased for the six months ended June 30, 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, the acquired debt balances from the EnLink Controlling Interest Acquisition in 2024 and increased short-term borrowings.

Previous wording

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.

Current wording

Capital expenditures increased for the three and six months ended June 30, 2025, compared with the same periods in 2024, due primarily to the timing of our large capital projects and routine capital projects associated with the growth of our operations. 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.

Previous wording

•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

Current wording

•an increase of $18 million from higher volumes due primarily to increased production in the Mid-Continent and Rocky Mountain regions; offset by

Previous wording

•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;

Current wording

•a decrease of $52 million due primarily to lower realized NGL prices, net of hedging, offset partially by higher realized natural gas prices, net of hedging; and

Previous wording

•an increase of $13 million in operating costs due primarily to higher employee-related costs from the growth of our operations.

Current wording

•an increase of $14 million in operating costs due primarily to higher employee-related costs associated with the growth of our operations.

Previous wording

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.

Current wording

Capital expenditures increased for the three and six months ended June 30, 2025, compared with the same periods in 2024, due primarily to our capital project to relocate a processing plant to the Permian Basin from North Texas and routine capital projects.

Previous wording

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.

Current wording

Our natural gas processed volumes increased for the three and six months ended June 30, 2025, compared with the same periods in 2024, due primarily to incremental volumes from EnLink.

Previous wording

•an increase of $16 million in operating costs due primarily to higher employee-related costs and accruals for methane fees in 2025; and

Current wording

•an increase of $16 million in operating costs due primarily to higher employee-related costs associated with the growth of our operations; and

Previous wording

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.

Current wording

Capital expenditures decreased for the three and six months ended June 30, 2025, compared with the same periods in 2024, due primarily to the completion of our MB-6 fractionator and pipeline expansion projects in 2024, offset partially by our Medford fractionator rebuild project.

Previous wording

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.

Current wording

Volumes increased for the three and six months ended June 30, 2025, compared with the same periods in 2024, due primarily to incremental volumes from EnLink and higher volumes in the Rocky Mountain region, primarily ethane, offset partially by lower ethane volumes in the Mid-Continent region. The three months ended June 30, 2025, also benefited from increased volumes in the Permian Basin.

Previous wording

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.

Current wording

Capital expenditures decreased for the six months ended June 30, 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.

Previous wording

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:

Current wording

Adjusted EBITDA increased $90 million for the three months ended June 30, 2025, compared with the same period in 2024, primarily as a result of the following:

Previous wording

•a decrease of $13 million in operating cost due primarily to lower outside services; offset by

Current wording

•a decrease of $21 million in operating costs due primarily to lower outside services and property taxes associated with timing; offset by

Previous wording

•an increase of $11 million in adjusted EBITDA from unconsolidated affiliates due primarily to higher volumes delivered to the Overland Pass Pipeline; offset by

Current wording

•a decrease of $7 million in adjusted EBITDA from unconsolidated affiliates due primarily to lower BridgeTex earnings.

Previous wording

•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

Current wording

•an increase of $6 million in adjusted EBITDA from unconsolidated affiliates due primarily to higher Saddlehorn earnings due to our 10% ownership interest increase in March 2024 and higher BridgeTex earnings; offset by

Previous wording

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.

Current wording

Capital expenditures increased for the three and six months ended June 30, 2025, compared with the same periods in 2024, due primarily to our greater Denver pipeline expansion project.

Previous wording

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.

Current wording

Crude oil volume shipped increased for the three and six months ended June 30, 2025, compared with the same periods in 2024, due primarily to incremental volumes from Medallion and EnLink.

Previous wording

(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.

Current wording

(a) - The three months ended June 30, 2025, included transaction costs related primarily to the EnLink Acquisition of $21 million included within other and $1 million included within noncash compensation expense and other. The six months ended June 30, 2025, included transaction costs related primarily to the EnLink Acquisition of $52 million included within other and $12 million included within noncash compensation expense and other.

Previous wording

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.

Current wording

We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps. For additional information on our interest-rate derivative instruments, see Note E of the Notes to Consolidated Financial Statements in our Annual Report and Note D of the Notes to Consolidated Financial Statements in this Quarterly Report.

Previous wording

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 participating subsidiary has short-term cash surpluses or cash requirements, we provide cash to the subsidiary or the subsidiary provides cash to us.

Current wording

Cash Management - At June 30, 2025, we had $97 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 participating subsidiary has short-term cash surpluses or cash requirements, we provide cash to the subsidiary or the subsidiary provides cash to us.

Previous wording

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.

Current wording

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, 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.

Previous wording

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.

Current wording

As of June 30, 2025, we had a working capital (defined as current assets less current liabilities) deficit of $2.8 billion, due primarily to current maturities of long-term debt and short-term borrowings. 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.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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 six months ended June 30, 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.

Previous wording

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.

Current wording

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 announced by the federal government earlier this year to have a material impact on capital expenditures in 2025.

Previous wording

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.

Current wording

Capital expenditures, less allowance for equity funds used during construction, were $1.4 billion and $991 million for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

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.

Current wording

Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors. In February and May 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 quarters in the prior year. We declared a quarterly common stock dividend of $1.03 per share in July 2025. The quarterly common stock dividend will be paid on August 14, 2025, to shareholders of record at the close of business on August 1, 2025.

Previous wording

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.

Current wording

For the six months ended June 30, 2025, our cash flows from operations exceeded dividends paid by $1.1 billion. 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.