ONEOK INC /NEW/

BridgeTex Additional Interest Acquisition - On July 22, 2025, we completed the BridgeTex Additional Interest Acquisition. Pursuant to the purchase agreement, we paid approximately $270 million in cash, which we funded with short-term borrowings. Following the completion of the transaction, we now have a 60% ownership interest in BridgeTex. Our investment in BridgeTex will continue to be accounted for using the equity method as we continue to have the ability to exercise significant influence over the operating and financial policies of BridgeTex, although we do not have the ability to exercise control.

Delaware Basin JV Acquisition - On May 28, 2025, we completed the Delaware Basin JV Acquisition for $941 million. Pursuant to the purchase agreement, we paid $550 million in cash, including post-closing adjustments, which we funded with short-term borrowings and issued approximately 4.9 million shares of ONEOK common stock to the seller with a fair value of $391 million as of the closing date. Following the completion of the transaction, it is now a wholly owned subsidiary.

As we controlled the Delaware Basin JV at December 31, 2024, prior to the Delaware Basin JV Acquisition, the change in our ownership interest was accounted for as an equity transaction, and no gain or loss was recognized in our Consolidated Statement of Income from the acquisition. The Delaware Basin JV Acquisition was a taxable exchange. The transaction resulted in a decrease to the carrying value of noncontrolling interests in consolidated subsidiaries at the acquisition date of $678 million and an increase to paid-in capital of $185 million, including deferred tax assets.

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 interests in consolidated subsidiaries at the acquisition date was $4.4 billion. The difference between the equity consideration and the carrying value of the noncontrolling interests 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):

EnLink Controlling Interest Acquisition - On October 15, 2024, we completed the EnLink Controlling Interest Acquisition, acquiring GIP’s interest in EnLink consisting of approximately 43% of the outstanding EnLink Units for $14.90 in cash per unit and 100% of the outstanding limited liability company interests in the managing member of EnLink for $300 million, for total cash consideration of $3.3 billion. Through our 100% ownership of the managing member of EnLink, we obtained control of EnLink. We used a portion of the proceeds from our September 2024 underwritten public offering of $7.0 billion senior unsecured notes to fund this acquisition. For additional information on our long-term debt, see Note G.

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

The EnLink Controlling Interest Acquisition was accounted for using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Determining the fair value of acquired assets and liabilities assumed required management to make estimates, assumptions and judgments, and in some cases, management also utilized third-party specialists to assist and advise on those estimates.

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

(a) - Included obligation to repay Series C Preferred Units. See Note H.

In 2025, there were no material changes to the preliminary purchase price allocation as disclosed in our 2024 Annual Report.

Property, plant and equipment:

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

Net identifiable intangible assets related to customer relationships that will be amortized over the period of expected benefit.

Long-term debt, excluding current maturities:

We utilized publicly traded prices to estimate the fair value. The debt comprised senior unsecured obligations with varying maturities and interest rates as outlined in Note G. Recognizing the debt at its acquisition date fair value resulted in a discount from the notional value. The discount was immaterial and will be amortized into interest expense over the remaining life of the debt.

Deferred income taxes:

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

We established deferred income tax liabilities resulting from carryover tax basis, which increased goodwill. The remainder of the goodwill balance primarily represented commercial synergies. Goodwill willnot be deductible for tax purposes. For additional information on goodwill, see Note F.

Noncontrolling interest:

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

Results of operations:

The results of operations attributable to the EnLink Controlling Interest Acquisition have been included in our Consolidated Financial Statements since the date of acquisition. Revenue and income before income taxes attributable to the net assets acquired for the period October 15, 2024, through December 31, 2024, were $1.5 billion and $173 million, respectively.

Medallion Acquisition - On October 31, 2024, we completed the Medallion Acquisition with GIP, acquiring all of the equity interests in Medallion for total cash consideration of $2.6 billion, inclusive of the purchase of additional interests in a Medallion joint venture owned by a separate third party. We used a portion of the proceeds from our September 2024 underwritten public offering of $7.0 billion senior unsecured notes to fund this acquisition. For additional information on our long-term debt, see Note G.

This acquisition expanded our midstream services for crude oil and condensate in West Texas, specifically the Midland Basin. The assets of Medallion included crude oil gathering and transportation pipelines and crude oil storage facilities. Medallion’s assets and operations are reported in our Refined Products and Crude segment.

The Medallion Acquisition was accounted for using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Determining the fair value of acquired assets and liabilities assumed required management to make estimates, assumptions and judgments, and in some cases, management also utilized third-party specialists to assist and advise on those estimates.

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

In 2025, there were no material changes to the preliminary purchase price allocation as disclosed in our 2024 Annual Report.

Property, plant and equipment:

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

Net identifiable intangible assets related to customer relationships that will be amortized over the period of expected benefit.

Goodwill represented commercial synergies and is expected to be fully deductible for tax purposes. For additional information on goodwill, see Note F.

Results of operations:

The results of operations attributable to the Medallion Acquisition have been included in our Consolidated Financial Statements since the date of acquisition. Revenue and income before income taxes attributable to the net assets acquired for the period November 1, 2024, through December 31, 2024, were $256 million and $43 million, respectively.

Gulf Coast NGL Pipelines Acquisition - On June 17, 2024, we completed the acquisition of a system of NGL pipelines from Easton Energy, a Houston-based midstream company, for approximately $280 million. This acquisition in our Natural Gas Liquids segment included approximately 450 miles of liquids products pipelines located in the strategic Gulf Coast market centers for NGLs, Refined Products and crude oil.

Interstate Natural Gas Pipeline Divestiture - On December 31, 2024, we sold three of our wholly owned interstate natural gas pipeline systems to DT Midstream, Inc. for total cash consideration of $1.2 billion and recognized a gain of $227 million in other operating income, net, within the Consolidated Statement of Income for the year ended December 31, 2024. This transaction aligned and enhanced our capital allocation priorities within our integrated value chain. These pipeline systems were previously reported in our Natural Gas Pipelines segment.

Magellan Acquisition - On September 25, 2023, we completed the Magellan Acquisition. This acquisition strategically diversified our complementary asset base and allows for significant expected synergies as a combined entity. Each common unit of Magellan was exchanged for a fixed ratio of 0.667 shares of ONEOK common stock and $25.00 of cash, for a total consideration of $14.1 billion. A total of approximately 135 million shares of common stock were issued, with a fair value of approximately $9.0 billion as of the closing date of the Magellan Acquisition. We funded the cash portion of this acquisition with an underwritten public offering of $5.25 billion senior unsecured notes. For additional information on our long-term debt, please see Note G.

The Magellan Acquisition was accounted for using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Determining the fair value of acquired assets and liabilities assumed required management to make estimates, assumptions and judgments, and in some cases, management also utilized third-party specialists to assist and advise on those estimates.

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

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

Goodwill primarily represented expected tax benefits from future depreciation and amortization of acquired assets and commercial synergies, and is expected to be fully deductible for tax purposes. For additional information on goodwill, see Note F.

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

(a) - Primarily nonrecurring costs including $65 million related primarily to advisory fees and severance and $16 million of noncash compensation expense related to the settlement of share-based awards for certain EnLink employees associated with the EnLink Acquisition.

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

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

Pro Forma Financial Information (unaudited)

The following table sets forth the unaudited supplemental pro forma financial information for the years ended December 31, 2024 and 2023, as if we had completed the Magellan Acquisition on January 1, 2022, and the EnLink Controlling Interest Acquisition and the Medallion Acquisition on January 1, 2023:

The summarized unaudited pro forma information reflects the following adjustments:

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

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

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

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

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

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