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What changed in Oneok's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Oneok's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+427 added−467 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in Oneok's 2025 10-K

427 paragraphs added · 467 removed · 341 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

128 edited+43 added−45 removed111 unchanged
Biggest changeProperty - Our Refined Products and Crude segment includes the following wholly owned assets, which exclude EnLink and Medallion, which are shown separately below: • 9,800 miles of Refined Products pipelines; • 1,100 miles of crude oil pipelines; • 53 Refined Products terminals; • two marine terminals; and • 97 MMBbl of operating storage capacity. 19 Table of Contents The following are the Refined Products and Crude segment assets added as a result of the EnLink Acquisitions and the Medallion Acquisition: • 2,100 miles of crude oil gathering pipelines; and • 2 MMBbl of operating storage capacity.
Biggest changeOur Corpus Christi terminal provides terminalling services and includes our splitter. 19 Table of C ontents Property - Our Refined Products and Crude segment includes the following wholly owned assets: • 9,800 miles of Refined Products pipelines; • 1,100 miles of crude oil transportation pipelines; • 2,100 miles of crude oil gathering pipelines; • 53 Refined Products terminals; • two marine terminals; and • 100 MMBbl of operating storage capacity.
In addition to activities on the federal level, state and regional initiatives could also lead to the regulation of GHG emissions sooner than or independent of federal regulation, these regulations could be more stringent than requirements in any future federal legislation and/or regulation.
In addition to activities on the federal level, state and regional initiatives could also lead to the regulation of GHG emissions sooner than or independent of federal regulation, and these regulations could be more stringent than requirements in any future federal legislation and/or regulation.
ONEOK Gas Transportation is connected to our ONEOK Gas Storage facilities in Oklahoma, which provide 50 Bcf of working gas storage capacity; • ONEOK WesTex Transmission, which transports natural gas throughout the western portion of the state of Texas, including the Waha Hub area where other pipelines may be accessed for transportation to western markets, exports to Mexico, several markets to the southeast along the Gulf Coast, including the Houston Ship Channel and the Mid-Continent market to the north.
ONEOK Gas Transportation is connected to our ONEOK Gas Storage facilities in Oklahoma, which provide 50 Bcf of working gas storage capacity; • ONEOK WesTex Transmission, which transports natural gas throughout the western portion of the state of Texas, including the Waha Hub area where other pipelines may be accessed for transportation to western markets, exports to Mexico, several markets along the Gulf Coast, including the Houston Ship Channel and the Mid-Continent market to the north.
Through our now approximately 60,000-mile pipeline network, we transport the natural gas, NGLs, Refined Products and crude oil that help meet domestic and international energy demand, contribute to energy security and provide safe, reliable and responsible energy solutions needed today and into the future. Midstream Value Chain The midstream value chain is a vital part of the energy industry.
Through our approximately 60,000-mile pipeline network, we transport the natural gas, NGLs, Refined Products and crude oil that help meet domestic and international energy demand, contribute to energy security and provide safe, reliable and responsible energy solutions needed today and into the future. Midstream Value Chain The midstream value chain is a vital part of the energy industry.
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. For additional information on the EnLink Acquisitions, see Part II, Item 8, Note B of the Notes to Consolidated Financial Statements in this Annual Report.
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. For additional information on the EnLink Acquisition, see Part II, Item 8, Note B of the Notes to Consolidated Financial Statements in this Annual Report.
Our assets are connected to key supply areas and demand centers, including export markets in Mexico via Roadrunner and supply areas in Canada and the United States via our interstate and intrastate natural gas pipelines and Northern Border, which enables us to provide essential natural gas transportation and storage services.
Our assets are connected to key supply areas and demand centers, including export markets in Mexico via Roadrunner and supply areas in Canada and the United States via our interstate and intrastate natural gas pipelines, Northern Border and Matterhorn, which enables us to provide essential natural gas transportation and storage services.
Unconsolidated Affiliates - Our Refined Products and Crude segment includes the following unconsolidated affiliates: • a 30% ownership interest in BridgeTex, which owns an approximately 400-mile crude oil pipeline with transport capacity of up to 440 MBbl/d that connects Permian Basin crude oil to our East Houston terminal; • a 40% ownership interest in Saddlehorn, which owns an undivided joint interest in an approximately 600-mile pipeline, with transport capacity of up to 290 MBbl/d of crude oil from the Denver-Julesburg Basin and Rocky Mountain region to storage facilities in Cushing, including our Cushing terminal; and • a 25% ownership in MVP, which owns a Refined Products marine storage terminal along the Houston Ship Channel in Pasadena, Texas, including more than 5 MMBbl of storage, two ship docks and truck loading facilities.
Unconsolidated Affiliates - Our Refined Products and Crude segment includes the following unconsolidated affiliates: • a 60% ownership interest in BridgeTex, which owns an approximately 400-mile crude oil pipeline with transport capacity of up to 440 MBbl/d that connects Permian Basin crude oil to our East Houston terminal; • a 40% ownership interest in Saddlehorn, which owns an undivided joint interest in an approximately 600-mile pipeline, with transport capacity of up to 290 MBbl/d of crude oil from the Denver-Julesburg Basin and Rocky Mountain region to storage facilities in Cushing, including our Cushing terminal; and • a 25% ownership in MVP, which owns a Refined Products marine terminal along the Houston Ship Channel in Pasadena, Texas, including more than 5 MMBbl of storage, two ship docks and truck loading facilities.
Values - Our success relies on the skills, experience and dedication of our employees. We are committed to cultivating an inclusive and dynamic work environment where people can find opportunities to succeed, grow and contribute to the success of the company.
Values - Our success relies on the skills, experience and dedication of our employees. We are committed to cultivating an inclusive and dynamic work environment where people can find opportunities to succeed, grow and contribute to our success.
Our Oklahoma intrastate pipeline and storage assets have access to major natural gas production areas in the Mid-Continent region. Our Texas intrastate pipeline and storage assets have access to major natural gas producing formations in the Texas Panhandle.
Our Oklahoma intrastate pipeline and storage assets have access to major natural gas production areas in the Mid-Continent region. Our Texas intrastate pipeline and storage assets have access to major natural gas producing formations in the Texas Panhandle and North Texas.
In addition to the amended HLPSA covered in Title 49 of the Code of Federal Regulations, subsequent statutes provide the framework for the pipeline hazardous liquid safety program and include provisions related to PHMSA’s authorities, administration and regulatory activities. In 2020, legislation was passed to reauthorize PHMSA through 2024. Legislation is currently pending to extend this authorization.
In addition to the amended HLPSA covered in Title 49 of the Code of Federal Regulations, subsequent statutes provide the framework for the pipeline hazardous liquid safety program and include provisions related to PHMSA’s authorities, administration and regulatory activities. In 2020, legislation was passed to reauthorize PHMSA through 2023. Legislation is currently pending to extend this authorization.
Regulation United States Department of Transportation Pipeline and Hazardous Materials Safety Administration ( PHMSA) - On Jan. 17, 2025, the PHMSA issued a final rule, which has been submitted to the Federal Register underscoring to pipeline and pipeline facility operator’s requirements to minimize methane emissions in the Protecting our Infrastructure of Pipelines and Enhancing Safety (PIPES) Act of 2020.
Regulation United States Department of Transportation Pipeline and Hazardous Materials Safety Administration ( PHMSA) - On January 17, 2025, the PHMSA issued a final rule, which has been submitted to the Federal Register underscoring to pipeline and pipeline facility operator’s requirements to minimize methane emissions in the Protecting our Infrastructure of Pipelines and Enhancing Safety (PIPES) Act of 2020.
Moreover, it is possible that additional waste, which could include non-hazardous waste currently generated during operations, may be designated as hazardous waste. Hazardous waste is subject to more rigorous and costly storage and disposal requirements than non-hazardous waste. Changes in the regulations could materially increase our operating expenses.
Moreover, it is possible that additional waste, which could include nonhazardous waste currently generated during operations, may be designated as hazardous waste. Hazardous waste is subject to more rigorous and costly storage and disposal requirements than nonhazardous waste. Changes in the regulations could materially increase our operating expenses.
In 2025, we intend to work towards further reductions in our emissions toward our target through improved methane management practices and system optimization that will not require material capital expenditures. We do not anticipate purchasing or selling carbon credits or offsets in 2025.
In 2026, we intend to work towards further reductions in our emissions toward our target through improved methane management practices and system optimization that will not require material capital expenditures. We do not anticipate purchasing or selling carbon credits or offsets in 2026.
Pursuant to the EnLink Merger Agreement, each common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing.
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.
While the RCRA currently exempts a number of types of waste from being subject to hazardous waste requirements, including many oil and gas exploration and production wastes, the EPA could consider the adoption of stricter disposal standards for non-hazardous waste.
While the RCRA currently exempts a number of types of waste from being subject to hazardous waste requirements, including many oil and gas exploration and production wastes, the EPA could consider the adoption of stricter disposal standards for nonhazardous waste.
The ONE Trust Fund is a nonprofit, charitable organization run entirely by employee volunteers, that serves our employees in times of personal crises due to natural disasters, medical emergencies or other hardships. Further, we provide volunteer opportunities and volunteer grants, as well as $10,000 of charitable giving matching, annually, through the ONEOK Foundation.
The ONE Trust Fund is an independent nonprofit, charitable organization run entirely by employee volunteers, that serves our employees in times of personal crises due to natural disasters, medical emergencies or other hardships. Further, we provide volunteer opportunities and volunteer grants, as well as $10,000 of charitable giving matching, annually, through the ONEOK Foundation.
We seek consistent and strong returns on invested capital will allow us to reward our shareholders and provide the means and opportunity to serve our additional stakeholders, including employees and the communities in which we operate. 9 Table of Contents NARRATIVE DESCRIPTION OF BUSINESS We report operations in the following four business segments: • Natural Gas Gathering and Processing; • Natural Gas Liquids; • Natural Gas Pipelines; and • Refined Products and Crude. 10 Table of Contents Natural Gas Gathering and Processing Overview of Operations - In our Natural Gas Gathering and Processing segment, raw natural gas is typically gathered at the wellhead, compressed and transported through pipelines to our processing facilities.
We seek consistent and strong returns on invested capital that will allow us to reward our shareholders and provide the means and opportunity to serve our additional stakeholders, including employees and the communities in which we operate. 9 Table of C ontents NARRATIVE DESCRIPTION OF BUSINESS We report operations in the following four business segments: • Natural Gas Gathering and Processing; • Natural Gas Liquids; • Natural Gas Pipelines; and • Refined Products and Crude. 10 Table of C ontents Natural Gas Gathering and Processing Overview of Operations - In our Natural Gas Gathering and Processing segment, raw natural gas is typically gathered at the wellhead, compressed and transported through pipelines to our processing facilities.
Failure to comply with these laws, regulations, licenses and permits may expose us to fines, penalties, reputational harm, claims or lawsuits from third parties, and/or interruptions in our operations that could be material to our results of operations or financial condition. We may 22 Table of Contents also incur material costs for cleanup of spills or releases of hazardous substances.
Failure to comply with these laws, regulations, licenses and permits may expose us to fines, penalties, reputational harm, claims or lawsuits from third parties, and/or interruptions in our operations that could be material to our results of operations or financial condition. We may also incur material costs for cleanup of spills or releases of hazardous substances.
As one of the largest diversified energy infrastructure companies in North America, we are delivering energy that makes a difference in the lives of people in the U.S. and around the world.
As one of the largest integrated energy infrastructure companies in North America, we are delivering energy that makes a difference in the lives of people in the U.S. and around the world.
The target represents a 30% reduction in combined operational Scope 1 and location-based Scope 2 GHG emissions attributable to ONEOK assets as of Dec. 31, 2019.
The target represents a 30% reduction in combined operational Scope 1 and location-based Scope 2 GHG emissions attributable to ONEOK assets as of December 31, 2019.
Our vision is to create exceptional value for our stakeholders by providing solutions for a transforming energy future. Our business strategy is focused on: • Zero incidents - We commit to developing processes to drive a zero-incident culture for the well-being of our employees, contractors and communities.
Our vision is to create exceptional value for our stakeholders by providing solutions for an evolving energy future. Our business strategy is focused on: • Zero incidents - We commit to developing processes to drive a zero-incident culture for the well-being of our employees, contractors and communities.
Our other unconsolidated affiliates in this segment are not material. See Note O of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of unconsolidated affiliates.
Our other unconsolidated affiliates in this segment are not material. See Note N of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of unconsolidated affiliates.
Hulse III 61 2022 to present Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development, ONEOK Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development 2019 to 2021 Chief Financial Officer, Treasurer and Executive Vice President, Strategy and Corporate Affairs, ONEOK Kevin L.
Hulse III 62 2022 to present Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development, ONEOK Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development 2019 to 2021 Chief Financial Officer, Treasurer and Executive Vice President, Strategy and Corporate Affairs, ONEOK Kevin L.
Swords 55 2025 to present Executive Vice President and Chief Commercial Officer, ONEOK Executive Vice President and Chief Commercial Officer 2023 to 2025 Executive Vice President, Commercial Liquids and Gathering and Processing, ONEOK 2022 to 2023 Senior Vice President, Natural Gas Liquids and Natural Gas Gathering and Processing, ONEOK 2017 to 2022 Senior Vice President, Natural Gas Liquids, ONEOK Lyndon C.
Swords 56 2025 to present Executive Vice President and Chief Commercial Officer, ONEOK Executive Vice President and Chief Commercial Officer 2023 to 2025 Executive Vice President, Commercial Liquids and Gathering and Processing, ONEOK 2022 to 2023 Senior Vice President, Natural Gas Liquids and Natural Gas Gathering and Processing, ONEOK 2017 to 2022 Senior Vice President, Natural Gas Liquids, ONEOK Lyndon C.
The majority of the pipeline-connected natural gas processing plants in the Williston Basin, Oklahoma, Kansas and the Texas Panhandle as well as a large number in the Permian Basin, Barnett Shale, East Texas and Louisiana regions are connected to our NGL gathering 13 Table of Contents systems.
The majority of the pipeline-connected natural gas processing plants in the Williston Basin, Oklahoma, Kansas and the Texas Panhandle as well as a large number in the Permian Basin, Barnett Shale, East Texas and Louisiana regions are connected to our NGL gathering systems.
Eligible employees also have access, at no charge, to an employee assistance program, a medical second opinion service and a health care concierge service to assist with finding in-network providers and billing resolution. We offer full pay for maternity, paternity or adoption leave of up to 240 hours per qualifying event.
Eligible employees also have access, at no charge, to an employee assistance program, a medical second opinion service and a health care concierge service to assist with finding in-network providers and billing resolution. We offer full pay for maternity, paternity or adoption leave of up to six weeks per qualifying event.
Permian Basin region - The Permian Basin is a large, natural gas-rich sedimentary basin composed of the Midland Basin, located in West Texas, and the Delaware Basin, located in West Texas and Southeastern New Mexico.
Permian Basin - The Permian Basin is a large, natural gas and oil-rich sedimentary basin composed of the Midland Basin, located in West Texas, and the Delaware Basin, located in West Texas and Southeastern New Mexico.
Norton II 65 2021 to present President and Chief Executive Officer, ONEOK President and Chief Executive Officer 2021 to present Member of the Board of Directors, ONEOK 2014 to 2021 President and Chief Executive Officer, ONE Gas, Inc. 2014 to 2021 Member of the Board of Directors, ONE Gas, Inc. Walter S.
Norton II 66 2021 to present President and Chief Executive Officer, ONEOK President and Chief Executive Officer 2021 to present Member of the Board of Directors, ONEOK 2014 to 2021 President and Chief Executive Officer, ONE Gas, Inc. 2014 to 2021 Member of the Board of Directors, ONE Gas, Inc. Walter S.
Taylor 66 2023 to present Executive Vice President, Chief Legal Officer and Assistant Secretary, ONEOK Executive Vice President, Chief Legal Officer and Assistant Secretary 2005 to 2021 Executive Vice President and Chief Legal and Administrative Officer, Devon Energy Corporation Randy N.
Taylor 67 2023 to present Executive Vice President, Chief Legal Officer and Assistant Secretary, ONEOK Executive Vice President, Chief Legal Officer and Assistant Secretary 2005 to 2021 Executive Vice President and Chief Legal and Administrative Officer, Devon Energy Corporation Randy N.
GHG emission reductions as reported may be modified, updated, changed or supplemented based on available information. For the years ended Dec. 31, 2024, 2023 and 2022, we did not have any material dedicated capital expenditures specifically for climate-related projects, nor did we purchase or sell carbon credits or offsets.
GHG emission reductions as reported may be modified, updated, changed or supplemented based on available information. For the years ended December 31, 2025, 2024 and 2023, we did not have any material dedicated capital expenditures specifically for climate-related projects, nor did we purchase or sell carbon credits or offsets.
Pursuant to those directives, our Cybersecurity Implementation Plan was last approved in August 2024, and our Cybersecurity Assessment Plan was last approved in September 2024. While compliance with the security directives requires significant internal and external resources, we do not expect it to have a material impact on our results of operations, financial position or cash flows.
Pursuant to those directives, our Cybersecurity Implementation Plan was last approved in November 2025, and our Cybersecurity Assessment Plan was last approved in September 2025. While compliance with the security directives requires significant internal and external resources, we do not expect it to have a material impact on our results of operations, financial position or cash flows.
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.
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. 29 Table of C ontents
See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report for more information on our capital projects, results of operations, liquidity and capital resources. BUSINESS STRATEGY Our mission is to deliver energy products and services vital to an advancing world.
See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report for more information on our capital projects, results of operations, liquidity and capital resources. 8 Table of C ontents BUSINESS STRATEGY Our mission is to deliver energy products and services vital to an advancing world.
For employees just entering the workforce who desire to advance their career and continue to learn or for the employees who are interested in developing their skills, we provide education and training in a variety of areas, including leadership, functional and industry-specific topics, professional development and skill-building opportunities.
For employees just entering the workforce who desire to advance their career and continue to learn or for the employees who are interested in developing their skills, we make available to all employees education and training in a variety of areas, including leadership, functional and industry-specific topics, professional development and skill-building opportunities.
Burdick 60 2023 to present Executive Vice President and Chief Enterprise Services Officer, ONEOK Executive Vice President and Chief Enterprise Services Officer 2022 to 2023 Executive Vice President and Chief Commercial Officer, ONEOK 2017 to 2022 Executive Vice President and Chief Operating Officer, ONEOK Sheridan C.
Burdick 61 2023 to present Executive Vice President and Chief Enterprise Services Officer, ONEOK Executive Vice President and Chief Enterprise Services Officer 2022 to 2023 Executive Vice President and Chief Commercial Officer, ONEOK 2017 to 2022 Executive Vice President and Chief Operating Officer, ONEOK Sheridan C.
We are in the process of constructing our greater Denver area pipeline expansion project. The project includes construction of a new 230-mile, 16-inch diameter pipeline from Scott City, Kansas, to Denver International Airport and the addition or upgrading of certain pump stations and will increase total system capacity by 35 MBbl/d and have additional expansion capabilities.
We are in the process of constructing our greater Denver area Refined Products pipeline expansion project. The project includes construction of a new 230-mile, 16-inch diameter pipeline from Scott City, Kansas, to DIA and the addition or upgrading of certain pump stations and will increase total system capacity by 35 MBbl/d and have additional expansion capabilities.
Market Conditions and Seasonality Supply and Demand - Supply for each of our segments depends on crude oil and natural gas drilling and production activities, which are driven by the strength of the economy and impacts of geopolitical events; crude oil, natural gas, NGL and Refined 20 Table of Contents Products prices; the demand for each of these products from end users; changes in gas-to-oil ratios and the decline rate of existing production; refinery maintenance cycles; producer access to capital and investment in the industry; connections to pipelines and refineries; and producer firm commitments to transportation pipelines.
Market Conditions and Seasonality Supply and Demand - Supply for each of our segments depends on crude oil and natural gas drilling and production activities, which are driven by the strength of the economy and impacts of geopolitical events; crude oil, natural gas, NGL and Refined Products prices; the demand for each of these products from end users; changes in gas-to-oil ratios; refinery maintenance cycles; producer access to capital and investment in the industry; connections to pipelines and refineries; and producer firm commitments to transportation pipelines.
Transportation fees are in published tariffs filed with the FERC or the appropriate state agency or established by negotiated rates. • Storage and terminal services - We generate additional revenue from providing pipeline capacity and tank storage services, as well as providing services such as terminalling, ethanol and biodiesel unloading and loading, and additive injection, which are performed under short-term and long-term agreements. • Optimization and marketing - At times, we obtain Refined Products and crude oil and utilize our assets, contract portfolio and market knowledge to capture location, product and seasonal price differentials through liquids blending and purchases and sales of product, including transmix, which is a mixture that forms when different Refined Products are transported in pipelines.
Transportation fees are in published tariffs filed with the FERC or the appropriate state agency or established by negotiated rates. • Storage and terminal services - We generate additional revenue from providing pipeline capacity and tank storage services, as well as providing services such as terminalling, ethanol and biodiesel unloading and loading, and additive injection, which are performed under short-term and long-term agreements. 20 Table of C ontents • Optimization and marketing - We utilize our assets, contract portfolio and market knowledge to capture location, product and seasonal price differentials through liquids blending and purchase and sale of Refined Products and crude oil, including transmix, which is a mixture that forms when different Refined Products are transported in pipelines.
We are not currently required to comply with a substantial portion of the RCRA requirements as our operations routinely generate only small quantities of hazardous waste, and we are not a hazardous waste treatment, storage or disposal facility operator that is required to obtain a RCRA 24 Table of Contents permit.
We are not currently required to comply with a substantial portion of the RCRA requirements as our operations routinely generate only small quantities of hazardous waste, and we are not a hazardous waste treatment, storage or disposal facility operator that is required to obtain a RCRA 25 Table of C ontents permit.
Our storage includes two underground natural gas storage facilities in Oklahoma, two underground natural gas storage facilities in Kansas and three underground natural gas storage facilities in Texas.
Our storage includes two underground natural gas storage facilities in Oklahoma, two underground natural gas storage facilities in Kansas, four underground natural gas storage facilities in Texas and three underground natural gas storage facilities in Louisiana.
The strategy is guided by a council composed of a diverse group of employees who represent different demographics, work locations, points of view, roles and levels of seniority. We also have a team within our human resources department that is wholly dedicated to supporting our I&D efforts.
The strategy is guided by a council composed of a diverse group of employees who represent different demographics, work locations, points of view, roles and levels of seniority. We also have a team within our human resources department that is wholly dedicated to supporting our employee engagement, inclusion and diversity efforts.
Scope 2 emissions are generated from purchased power sources. In 2021, we announced a companywide absolute GHG emissions reduction target of 2.2 million metric tons of carbon dioxide equivalents from our combined Scope 1 and Scope 2 GHG emissions by 2030 for our legacy ONEOK assets.
In 2021, we announced a companywide absolute GHG emissions reduction target of 2.2 million metric tons of carbon dioxide equivalents from our combined Scope 1 and Scope 2 GHG emissions by 2030 for our legacy ONEOK assets.
We expect that beginning on May 1, 2025, legacy EnLink employees will have access to these ONEOK health and welfare benefits. We also provide the opportunity for our employees to help fellow employees through the ONE Trust Fund by contributing donated vacation hours or monetary donations.
On May 1, 2025, legacy EnLink employees received access to these ONEOK health and welfare benefits. We also provide the opportunity for our employees to help fellow employees through the ONE Trust Fund by contributing donated vacation hours or monetary donations.
Our and our competitors’ infrastructure projects may affect commodity prices and could displace supply volumes from the Mid-Continent and Rocky Mountain regions and the Permian Basin where our assets are located. We believe our assets are located strategically, connecting diverse supply areas to market and demand centers.
Our infrastructure projects, along with those of our competitors, may affect commodity prices and could displace supply volumes from the Mid-Continent and Rocky Mountain regions and the Permian Basin where our assets are located. We believe our assets are located strategically, connecting diverse supply areas to market and demand centers.
The project includes construction of a new 230-mile, 16-inch diameter pipeline from Scott City, Kansas, to DIA and the addition or upgrading of certain pump stations along the existing Refined Products pipeline system. Total system capacity will increase by 35 MBbl/d and will have additional expansion capabilities. This project is fully subscribed under long-term contracts.
The project includes construction of a new 230-mile, 16-inch diameter pipeline from Scott City, Kansas, to DIA and the addition or upgrading of certain pump stations along the existing Refined Products pipeline system. Total system capacity will increase by 35 MBbl/d and will have additional expansion capabilities.
In addition, in January 2025, the new administration issued an executive order directing the heads of all federal agencies to identify and begin the processes to suspend, revise or rescind all agency actions that are unduly burdensome on the identification, development or use of domestic energy resources. Consequently, future implementation and enforcement of the final rule remain uncertain.
In addition, in January 2025, the new administration issued an executive order directing the heads of all federal agencies to identify and begin the processes to suspend, revise or rescind all agency actions that are unduly burdensome on the identification, development or use of domestic energy resources.
In 2024, the EPA finalized changes to the federal gasoline distribution reg ulations. We do not anticipate a material im pact to our planned capital, operations and maintenance costs resulting from compliance with the current regulations. Additionally, we are subject to the EPA’s fuels compliance regulations.
We are subject to the EPA federal gasoline distribution reg ulations. We do not anticipate a material impact to our planned capital, operations and maintenance costs resulting from compliance with the current regulations. Additionally, we are subject to the EPA’s fuels compliance regulations.
Lentz 60 2025 to present Executive Vice President and Chief Operating Officer, ONEOK Executive Vice President and Chief Operating Officer 2010 to 2024 President and Chief Executive Officer, Medallion Midstream, LLC Charles M.
Lentz 61 2025 to present Executive Vice President and Chief Operating Officer, ONEOK Executive Vice President and Chief Operating Officer 2010 to 2024 President and Chief Executive Officer, Medallion Midstream, LLC Mary M.
Growing demand from data centers and continued demand from local distribution companies, electric-generation facilities and large industrial companies support low-cost expansions that position us well to provide additional services to our customers when needed. 15 Table of Contents Intrastate Pipelines and Storage - Our intrastate natural gas pipeline and storage assets are located in Oklahoma, Texas and Kansas.
Growing demand from data centers and continued demand from local distribution companies, electric-generation facilities and large industrial companies position us well for capital projects and low-cost expansions to provide additional services to our customers when needed. Intrastate Pipelines and Storage - Our intrastate natural gas pipeline and storage assets are located in Oklahoma, Texas, Louisiana and Kansas.
Joint Ventures - On Feb. 4, 2025, we entered into definitive agreements to form joint ventures with MPLX LP (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.
In February 2025, we announced definitive agreements to form the Texas City Logistics and MBTC Pipeline joint ventures with MPLX LP 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.
As of Dec. 31, 2024, we have achieved reductions totaling approximately 1.7 million met ric tons of the targeted 2.2 million metric tons of carbon dioxide equivale nts, primarily as a result of methane emissions mitigation, system utilization and optimizations, electrification of certain natural gas compression equipment and lower carbon-based electricity in states in which we operate.
As of December 31, 2025, we have achieved reductions totaling approximately 1.8 million metric tons of th e targeted 2.2 million metric tons of carbon dioxide equivale nts, primarily as a result of methane emissions mitigation, system utilization and optimizations, electrification of certain natural gas compression equipment and lower carbon-based electricity in states in which we operate.
While we have flexibility in establishing natural gas transportation rates with customers, there is a maximum rate that we can charge our customers in Oklahoma and Kansas and for the services regulated by the FERC. In Texas and Kansas, natural gas storage may be regulated by the state and by the FERC for certain types of services.
While we have flexibility in establishing natural gas transportation rates with customers, there is a maximum rate that we can charge our customers in Oklahoma and Kansas and for the services regulated by the FERC.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS All executive officers are elected annually by our Board of Directors. Our executive officers listed below include the officers who have been designated by our Board of Directors as our Section 16 executive officers. Name and Position Age Business Experience in Past Five Years Julie H.
Our executive officers listed below include the officers who have been designated by our Board of Directors as our Section 16 executive officers. Name and Position Age Business Experience in Past Five Years Pierce H.
Circuit, and the new administration issued an executive order directing the heads of all federal agencies to identify and begin the processes to suspend, revise or rescind all agency actions that are unduly burdensome on the identification, development or use of domestic energy resources. Consequently, future implementation and enforcement of these rules remain uncertain at this time.
Circuit, and the new administration issued an executive order directing the heads of all federal agencies to identify and begin the processes to suspend, revise or rescind all agency actions that are unduly burdensome on the identification, development or use of domestic energy resources.
Unconsolidated Affiliates - Our unconsolidated affiliates in this segment are not material. See Note O of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of our unconsolidated affiliates.
See Note N of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of our unconsolidated affiliates.
In July 2024, we announced plans to expand our Refined Products pipeline capacity, connecting Mid-Continent and Gulf Coast supply with the greater Denver area, to meet growing demand and increase connectivity with the Denver International Airport (DIA).
We have a capital project to expand our Refined Products pipeline capacity, connecting Mid-Continent and Gulf Coast supply with the greater Denver area, to meet growing demand and increase connectivity with the Denver International Airport (DIA).
Our interstate NGL pipelines are regulated under the Interstate Commerce Act, which gives the FERC jurisdiction to regulate the terms and conditions of service, rates, including depreciation and amortization policies, and initiation of service.
Government Regulation - The operations and revenues of our NGL pipelines are regulated by various state and federal government agencies. Our interstate NGL pipelines are regulated under the Interstate Commerce Act, which gives the FERC jurisdiction to regulate the terms and conditions of service, rates, including depreciation and amortization policies, and initiation of service.
Our core values, listed below, guide our employee behaviors and the ways in which we conduct our business and operations. • Safety & Environmental: we commit to a zero-incident culture for the well-being of our employees, contractors and communities and to operate in an environmentally responsible manner. • Ethics: we act with honesty, integrity and adherence to the highest standards of personal and professional conduct. • Inclusion & Diversity: we respect the uniqueness and worth of each individual, and we believe that an inclusive culture and diverse workforce are essential for a sense of belonging, engagement and performance. • Excellence: we hold ourselves and others accountable to a standard of excellence through continuous improvement and teamwork. • Service: we invest our time, effort and resources to serve each other, our customers and communities. • Innovation: we seek to develop creative solutions by leveraging collaboration through ingenuity and technology. 26 Table of Contents Inclusion and Diversity - Our inclusion and diversity (I&D) strategy is a cross-functional effort that draws upon contributions from employees at all levels of the organization and is focused on enhancing the workplace to attract and retain talent.
Our core values, listed below, guide our employee behaviors and the ways in which we conduct our business and operations. • Safety & Environmental: we commit to a zero-incident culture for the well-being of our employees, contractors and communities and to operate in an environmentally responsible manner. • Ethics: we act with honesty, integrity and adherence to the highest standards of personal and professional conduct. • Inclusion & Diversity: we respect the uniqueness and worth of each individual, and we believe that an inclusive culture and diverse workforce are essential for a sense of belonging, engagement and performance. • Excellence: we hold ourselves and others accountable to a standard of excellence through collaboration and continuous improvement. • Service: we invest our time, effort and resources to serve each other, our customers and communities. • Innovation: we create value by leveraging collaboration, ingenuity and technology.
This inquiry is still active with the CSB. Pipeline Security - In April 2021, the United States Department of Homeland Security’s Transportation Security Administration (TSA) released revised pipeline security guidelines that included broader definitions for the determination of pipeline “critical facilities.” In September 2024, we completed our annual review of our pipeline facilities according to the guidelines.
Pipeline Security - In April 2021, the United States Department of Homeland Security’s Transportation Security Administration (TSA) released revised pipeline security guidelines that included broader definitions for the determination of pipeline “critical facilities.” In January 2026, we completed our 2025 annual review of our pipeline facilities according to the guidelines.
We believe it is likely that continued future governmental legislation and/or regulation may require us to limit GHG emissions associated with our operations, pay additional fees associated with our GHG emissions or purchase allowances for such emissions.
Consequently, future implementation and enforcement of these rules remain uncertain at this time. We believe it is likely that continued future governmental legislation and/or regulation may require us to limit GHG emissions associated with our operations, pay additional fees associated with our GHG emissions or purchase allowances for such emissions.
No family relationships exist between any of the executive officers, nor is there any arrangement or understanding between any executive officer and any other person pursuant to which the officer was selected. 28 Table of Contents INFORMATION AVAILABLE ON OUR WEBSITE We make available, free of charge, on our website (www.oneok.com) copies of our Annual Reports, 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.
INFORMATION AVAILABLE ON OUR WEBSITE We make available, free of charge, on our website (www.oneok.com) copies of our Annual Reports, 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.
The factors that typically affect our ability to compete for natural gas, NGL, Refined Products and crude oil volumes are: • quality and quantity of services provided; • producer drilling activity; • proceeds remitted and/or fees charged under our contracts; • proximity of our assets to natural gas, NGL, Refined Products and crude oil supply areas and markets; • proximity of our assets to alternative energy production; • location of our assets relative to those of our competitors; • efficiency and reliability of our operations; • receipt and delivery capabilities for natural gas, NGLs, Refined Products and crude oil that exist in each pipeline system, plant, fractionator, terminal and storage location; • the petrochemical industry’s level of capacity utilization and feedstock requirements; • current and forward natural gas, NGLs, Refined Products and crude oil prices; and • cost of and access to capital.
The factors that typically affect our ability to compete for natural gas, NGL, Refined Products and crude oil volumes are: • quality and quantity of services provided; • producer drilling activity; • proceeds remitted and/or fees charged under our contracts; • proximity of our assets to natural gas, NGL, Refined Products and crude oil supply areas and markets; • proximity of our assets to alternative energy production; • location of our assets relative to those of our competitors; • efficiency and reliability of our operations; • receipt and delivery capabilities for natural gas, NGLs, Refined Products and crude oil that exist in each pipeline system, plant, fractionator, terminal and storage location; • the petrochemical industry’s level of capacity utilization and feedstock requirements; • current and forward natural gas, NGLs, Refined Products and crude oil prices; and • cost of and access to capital. 22 Table of C ontents We have remained competitive by executing strategic acquisitions; making capital investments to access and connect new supplies with end-user demand; increasing gathering, processing, fractionation and pipeline capacity; increasing storage, withdrawal and injection capabilities; and improving operating efficiency.
Under this type of contract, the customer pays a monthly fixed fee and incremental fees, known as commodity charges, which are based on the actual volumes of 17 Table of Contents natural gas they transport or store.
Under this type of contract, the customer pays a monthly fixed fee and incremental fees, known as commodity charges, which are based on the actual volumes of natural gas they transport or store. Under the firm service contract, the customer generally is guaranteed access to the capacity they reserve.
Sources of Earnings - Earnings in this segment are derived primarily from transportation, storage and terminal services and product sales: • Transportation services - We generate revenue from tariffs on volumes gathered and transported on our Refined Products and crude oil pipeline systems. These transportation tariffs vary depending upon where the product originates and where ultimate delivery occurs.
Sources of Earnings - Earnings in this segment are derived primarily from transportation, storage and terminal services and product sales: • Transportation services - We utilize our Refined Products and crude oil pipeline systems to gather and transport products. The fees we charge vary depending upon where the product originates and where ultimate delivery occurs.
For natural gas and natural gas gathering pipelines, the new proposed regulations became known as “the Mega Rule.” The Mega Rule increased requirements for operating and maintenance, integrity management, public awareness and civil/criminal penalties with full compliance deadlines extending into 2035; however, we do not anticipate a material impact to our planned capital or operations and maintenance costs resulting from compliance with these requirements.
For the years 2020 through 2023, PHMSA’s Mega Rule increased requirements for operating and maintenance, integrity management, public awareness and civil/criminal penalties with full compliance deadlines extending into 2035; however, we do not anticipate a material impact to our planned capital or operations and maintenance costs resulting from compliance with these requirements.
The Powder River Basin is primarily located in Eastern Wyoming, which includes the NGL-rich Niobrara, Frontier, Turner and Mowry formations. Mid-Continent region - The Mid-Continent region includes the natural gas and oil-producing Anadarko Basin, which includes the NGL-rich SCOOP and STACK areas, Cana-Woodford Shale, Woodford Shale, Springer Shale, Meramec, Granite Wash, Cherokee and Mississippian Lime formations of Oklahoma.
Mid-Continent region - The Mid-Continent region includes the natural gas and oil-producing Anadarko Basin, which includes the NGL-rich SCOOP and STACK areas, Cana-Woodford Shale, Woodford Shale, Arkoma-Woodford Shale, Springer Shale, Meramec, Granite Wash, Cherokee and Mississippian Lime formations of Oklahoma.
In each state, regulation is applied on a case-by-case basis if a complaint is filed against the gatherer with the appropriate state regulatory agency. See further discussion in the “Regulatory, Environmental and Safety Matters” section.
In each state, regulation is applied on a case-by-case basis if a complaint is filed against the gatherer with the appropriate state regulatory agency.
Commodity Prices - Our earnings are primarily fee-based in all of our segments; however, we are exposed to some commodity price risk. As part of our hedging strategy, we use commodity derivative financial instruments and physical-forward contracts to reduce the impact of price fluctuations related to natural gas, NGLs, Refined Products and crude oil.
As part of our hedging strategy, we use commodity derivative financial instruments and physical-forward contracts to reduce the impact of price fluctuations related to natural gas, NGLs, Refined Products and crude oil.
The Sabine Pipeline also owns and operates the Henry Hub, the official delivery mechanism and pricing point for Chicago Mercantile Exchange’s NYMEX natural gas futures. 16 Table of Contents Property - Our Natural Gas Pipelines segment includes the following wholly owned assets and exclude EnLink, which is shown separately below: • 5,200 miles of natural gas pipelines, which were 97% and 96% subscribed in 2024 and 2023, respectively; and • seven underground natural gas storage facilities with 61 Bcf of total active working natural gas storage capacity which were 75% and 76% subscribed in 2024 and 2023, respectively.
The Sabine Pipeline also owns and operates the Henry Hub, the official delivery mechanism and pricing point for Chicago Mercantile Exchange’s NYMEX natural gas futures. 16 Table of C ontents Property - Our Natural Gas Pipelines segment includes the following wholly owned assets: • 8,300 miles of natural gas pipelines, which were 91% and 97% subscribed in 2025 and 2024, respectively; and • eleven underground natural gas storage facilities with 74 Bcf of total active working natural gas storage capacity which were 83% and 75% subscribed in 2025 and 2024, respectively.
Additionally, in 2024, we received an MSCI ESG Rating of AAA, and our ESG Risk Rating, as assessed by Morningstar Sustainalytics, was in the top 20% of the refiners and pipelines industry.
Sustainability and Social Responsibility - In 2025, we received an MSCI ESG Rating of AA, and our ESG Risk Rating, as assessed by Morningstar Sustainalytics, was in the top 10% of the refiners and pipelines industry.
PHMSA mandates certain reporting requirements for operators of underground natural gas storage facilities and sets minimum federal safety standards.
PHMSA regulates safety issues related to downhole facilities located at both intrastate and interstate underground natural gas storage facilities. PHMSA mandates certain reporting requirements for operators of underground natural gas storage facilities and sets minimum federal safety standards.
We do not believe continued compliance with safety standards and other requirements applicable to our underground natural gas storage facilities will have a material impact on results of operations, financial position or cash flows. In July 2022, a fire occurred at our 210 MBbl/d Medford, Oklahoma, NGL fractionation facility.
We do not believe continued compliance with 26 Table of C ontents safety standards and other requirements applicable to our underground natural gas storage facilities will have a material impact on results of operations, financial position or cash flows.
Our fee-only contracts represented 5% and 9% of supply volumes in this segment, excluding EnLink, for 2024 and 2023, respectively. For commodity sales, we contract to deliver residue natural gas, condensate and/or unfractionated NGLs to downstream customers at a specified delivery point. Our sales of NGLs are primarily to our affiliate in the Natural Gas Liquids segment.
For commodity sales, we contract to deliver residue natural gas, condensate and/or unfractionated NGLs to downstream customers at a specified delivery point. Our sales of NGLs are primarily to our affiliate in the Natural Gas Liquids segment. Unconsolidated Affiliates - Our unconsolidated affiliates in this segment are not material.
This type of contract represented 76% and 72% of supply volumes in this segment, excluding EnLink, for 2024 and 2023, respectively. • Fee with POP contracts with producer take-in-kind rights - We purchase a portion of the raw natural gas stream, charge fees for providing the midstream services listed above, return certain commodities to the producer, sell the remaining commodities and remit a portion of the commodity sales proceeds to the producer less our contractual fees.
After performing these services, we sell the commodities and remit a portion of the commodity sales proceeds to the producers less our contractual fees. • Fee with POP contracts with producer take-in-kind rights - We purchase a portion of the raw natural gas stream, charge fees for providing the midstream services listed above, return certain commodities to the producer, sell the remaining commodities and remit a portion of the commodity sales proceeds to the producer less our contractual fees. • Fee-only - Under this type of contract, we charge a fee for the midstream services we provide based on volumes gathered, processed, treated and/or compressed.
The rule includes (i) new source performance standards codified in 40 C.F.R. Part 60 Subpart OOOOb for new sources (i.e., facilities that commence construction, reconstruction, or modification after Dec. 6, 2022), (ii) emission guidelines codified in 40 C.F.R.
Part 60 Subpart OOOOb for new sources (i.e., facilities that commence construction, reconstruction, or modification after December 6, 2022), (ii) emission guidelines codified in 40 C.F.R. Part 60 Subpart OOOOc that states must use to develop performance standards for existing sources (i.e., facilities that existed on or before December 6, 2022).
In Oklahoma, natural gas storage operations are not subject to rate regulation by the state, and we have market-based rate authority from the FERC for certain types of intrastate services. See further discussion in the “Regulatory, Environmental and Safety Matters” section.
In Texas and Kansas, natural gas storage may be regulated by the state and by the FERC for certain 18 Table of C ontents types of services. In Oklahoma, natural gas storage operations are not subject to rate regulation by the state, and we have market-based rate authority from the FERC for certain types of intrastate services.
Sources of Earnings - Earnings for our Natural Gas Pipelines segment are derived primarily from fee-based services and our business activities are categorized as follows: • Transportation services - Our regulated natural gas transportation services contracts are based upon rates stated in the respective tariffs, which have generally been established through shipper specific negotiation, discounts and negotiated settlements.
See “Recent Developments” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report for more information on our capital projects. 17 Table of C ontents Sources of Earnings - Earnings for our Natural Gas Pipelines segment are derived primarily from fee-based services and our business activities are categorized as follows: • Transportation services - Our regulated natural gas transportation services contracts are based upon rates stated in the respective tariffs, which have generally been established through shipper specific negotiation, discounts and negotiated settlements.
Power interruptions and inaccessible well sites as a result of severe storms or freeze-offs, a phenomenon where water vapor from the well bore freezes at the wellhead or within the natural gas gathering system, may cause a temporary interruption in the flow of natural gas, NGLs, Refined Products and crude oil. 21 Table of Contents In our Natural Gas Pipelines segment, natural gas storage is necessary to balance the relatively steady natural gas supply with the seasonal demand of our local natural gas distribution and electric-generation customers as a result of the demand from their residential and commercial customers.
Power interruptions and inaccessible well sites as a result of severe storms or freeze-offs, a phenomenon where water vapor from the well bore freezes at the wellhead or within the natural gas gathering system, may cause a temporary interruption in the flow of natural gas, NGLs, Refined Products and crude oil.
We use targeted recruitment events, maintain strong relationships with area technical schools, colleges and universities, and we offer compensation benefits and career opportunities that are designed to position us as an employer of choice.
Recruiting - We make it a priority to attract, select, develop, motivate, challenge and retain the talent necessary to support our key business strategies. We use targeted recruitment events, maintain strong relationships with area technical schools, colleges and universities, and we offer compensation benefits and career opportunities that are designed to position us as an employer of choice.
We are the operator of Roadrunner. • As a result of the EnLink Acquisitions, 15% ownership interest in Matterhorn, a bidirectional pipeline, which has capacity to transport 2.5 Bcf/d of natural gas from the Waha Hub to Katy, Texas. See Note O of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of unconsolidated affiliates.
We are the operator of Roadrunner. • 15% ownership interest in Matterhorn, a bidirectional pipeline, which has capacity to transport 2.5 Bcf/d of natural gas from the Waha Hub to Katy, Texas.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeTo the extent that the potential pathways we have identified to achieve this emissions reduction target are not available to us, or to the extent we otherwise are unable to make progress toward other ESG-related targets we may establish, we may face additional costs to meet these targets, or we may fail to meet them, which could negatively impact our business and reputation. 31 Table of Contents We may be subject to risks associated with the physical impacts of climate change.
Biggest changeFor example, our emissions reduction targets depend on a range of factors, and to the extent these do not manifest or we otherwise are unable to make progress on such targets or other initiatives, we may face additional costs or be unable to meet our targets, which could negatively impact our business and reputation.
If we are not able to obtain new supplies to replace the natural decline in volumes from existing production or reductions in volumes because of competition, throughput on our gathering and transportation pipeline systems and the utilization rates of our processing and fractionation facilities would decline, which could affect adversely our business, results of operations, financial position and cash flows.
If we are not able to obtain new supplies to replace the natural decline in volumes from existing production or reductions in volumes because of competition, throughput on our gathering and transportation pipeline systems and the utilization rates of our processing and fractionation facilities would decline, which could adversely affect our business, results of operations, financial position and cash flows.
Our operating results may be affected adversely by unfavorable economic and market conditions.
Our operating results may be adversely affected by unfavorable economic and market conditions.
Uncertainty or adverse changes in economic conditions worldwide, in the United States, or in the economic regions in which we operate, could negatively affect the crude oil and natural gas markets, resulting in reduced demand and increased price competition for our services and products, or otherwise affect adversely our business, results of operations, financial position and cash flows.
Uncertainty or adverse changes in economic conditions worldwide, in the United States, or in the economic regions in which we operate, could negatively affect the crude oil and natural gas markets, resulting in reduced demand and increased price competition for our services and products, or otherwise adversely affect our business, results of operations, financial position and cash flows.
These external factors and the volatile nature of the energy markets make it difficult to reliably estimate future prices of commodities and the impact commodity price fluctuations have on our customers and their need for our services, which could affect adversely our business, results of operations, financial position and cash flows.
These external factors and the volatile nature of the energy markets make it difficult to reliably estimate future prices of commodities and the impact commodity price fluctuations have on our customers and their need for our services, which could adversely affect our business, results of operations, financial position and cash flows.
The occurrence of operational hazards and unforeseen interruptions could affect adversely our business, results of operations, financial position and cash flows. Premiums and deductibles for certain insurance policies can increase substantially, and, in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage.
The occurrence of operational hazards and unforeseen interruptions could adversely affect our business, results of operations, financial position and cash flows. Premiums and deductibles for certain insurance policies can increase substantially, and, in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage.
We do not hedge fully against commodity price risk or interest rate risk, including commodity price changes, seasonal price differentials, product price differentials or location price differentials. This could result in decreased revenues, increased costs and lower margins, affecting adversely our results of operations.
We do not hedge fully against commodity price risk or interest rate risk, including commodity price changes, seasonal price differentials, product price differentials or location price differentials. This could result in decreased revenues, increased costs and lower margins, adversely affecting our results of operations.
A breach of information security, including a cybersecurity attack, or failure of one or more key information technology or operational systems, or those of third parties, may affect adversely our operations, financial results or reputation. Our businesses are dependent upon our operational systems to process a large amount of data and complex transactions.
A breach of information security, including a cybersecurity attack, or failure of one or more key information technology or operational systems, or those of third parties, may adversely affect our operations, financial results or reputation. Our businesses are dependent upon our operational systems to process a large amount of data and complex transactions.
If any of our systems is damaged, fails to function properly or otherwise becomes unavailable, we may incur substantial costs to repair or replace them and may experience loss or corruption of critical data and interruptions or delays in our ability to perform critical functions, which could affect adversely our business and results of operations.
If any of our systems is damaged, fails to function properly or otherwise becomes unavailable, we may incur substantial costs to repair or replace them and may experience loss or corruption of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business and results of operations.
Our financial results could also be affected adversely if our operational systems fail as a result of an inadvertent error or by deliberate tampering with or manipulation of our operational systems.
Our financial results could also be adversely affected if our operational systems fail as a result of an inadvertent error or by deliberate tampering with or manipulation of our operational systems.
As a result, new facilities may not be able to attract enough natural gas, NGLs, Refined Products and crude oil to achieve our expected investment return, which could affect adversely our business, results of operations, financial position and cash flows. Estimates of hydrocarbon reserves may be inaccurate, which could result in lower than anticipated volumes.
As a result, new facilities may not be able to attract enough natural gas, NGLs, Refined Products and crude oil to achieve our expected investment return, which could adversely affect our business, results of operations, financial position and cash flows. Estimates of hydrocarbon reserves may be inaccurate, which could result in lower than anticipated volumes.
A decline in such volumes could affect adversely our business, results of operations, financial position and cash flows. We do not own all of the land on which our pipelines and facilities are located, and we lease certain facilities and equipment, which could disrupt our operations.
A decline in such volumes could adversely affect our business, results of operations, financial position and cash flows. We do not own all of the land on which our pipelines and facilities are located, and we lease certain facilities and equipment, which could disrupt our operations.
As a result of competition, we may have significant levels of uncontracted or discounted capacity on our assets, which could affect adversely our business, results of operations, financial position and cash flows. Many of our assets have been in service for several decades. Many of our assets are designed as long-lived assets.
As a result of competition, we may have significant levels of uncontracted or discounted capacity on our assets, which could adversely affect our business, results of operations, financial position and cash flows. Many of our assets have been in service for several decades. Many of our assets are designed as long-lived assets.
Over time the age of these assets could result in increased maintenance or remediation expenditures and an increased risk of product releases and associated costs and liabilities. Any significant increase in these expenditures, costs or liabilities could affect adversely our business, results of operations, financial position and cash flows.
Over time the age of these assets could result in increased maintenance or remediation expenditures and an increased risk of product releases and associated costs and liabilities. Any significant increase in these expenditures, costs or liabilities could adversely affect our business, results of operations, financial position and cash flows.
Any of these factors could reduce their production of crude oil and unprocessed natural gas and, in turn, affect adversely our revenues and results of operations by decreasing the volumes of crude oil, natural gas and NGLs gathered, treated, processed, fractionated, stored and transported on our or our joint ventures’ assets.
Any of these factors could reduce their production of crude oil and unprocessed natural gas and, in turn, adversely affect our revenues and results of operations by decreasing the volumes of crude oil, natural gas and NGLs gathered, treated, processed, fractionated, stored and transported on our or our joint ventures’ assets.
Further, we may not be able to pass on the higher costs to our customers or recover all costs related to complying with GHG legislative and/or regulatory requirements. Our future results of operations, financial position or cash flows could be affected adversely if such costs are not recovered or otherwise passed on to our customers.
Further, we may not be able to pass on the higher costs to our customers or recover all costs related to complying with GHG legislative and/or regulatory requirements. Our future results of operations, financial position or cash flows could be adversely affected if such costs are not recovered or otherwise passed on to our customers.
Increased litigation and activism challenging continued reliance upon oil and gas as well as changes to and/or increased penalties from the enforcement of laws, regulations and policies could impact adversely our business. The risk of incurring substantial environmental costs and liabilities is inherent in our business.
Increased litigation and activism challenging continued reliance upon oil and gas as well as changes to and/or increased penalties from the enforcement of laws, regulations and policies could adversely impact our business. The risk of incurring substantial environmental costs and liabilities is inherent in our business.
Any reduction in our credit ratings could affect adversely our business, results of operations, financial position and cash flows. Our long-term debt has been assigned an investment-grade credit rating of “Baa2” by Moody’s and “BBB” by both S&P and Fitch.
Any reduction in our credit ratings could adversely affect our business, results of operations, financial position and cash flows. Our long-term debt has been assigned an investment-grade credit rating of “Baa2” by Moody’s and “BBB” by both S&P and Fitch.
If these agencies were to downgrade our long-term debt or our commercial paper rating, particularly below investment grade, our borrowing costs could increase, which would affect adversely our financial results, and our potential pool of investors and funding sources could decrease. Ratings from these agencies are not recommendations to buy, sell or hold our securities.
If these agencies were to downgrade our long-term debt or our commercial paper rating, particularly below investment grade, our borrowing costs could increase, which would adversely affect our financial results, and our potential pool of investors and funding sources could decrease. Ratings from these agencies are not recommendations to buy, sell or hold our securities.
If we incur significant additional indebtedness, it could worsen the negative consequences mentioned above and could affect adversely our ability to repay our other indebtedness.
If we incur significant additional indebtedness, it could worsen the negative consequences mentioned above and could adversely affect our ability to repay our other indebtedness.
If our risk-management policies and procedures fail to assess adequately the creditworthiness of existing or future customers and counterparties, any material nonpayment or nonperformance by our customers and counterparties due to inability or unwillingness to perform or adhere to contractual arrangements could affect adversely our business, results of operations, financial position and cash flows.
If our risk-management policies and procedures fail to assess adequately the creditworthiness of existing or future customers and counterparties, any material nonpayment or nonperformance by our customers and counterparties due to inability or unwillingness to perform or adhere to contractual arrangements could adversely affect our business, results of operations, financial position and cash flows.
If the shortage of experienced labor continues or worsens, it could affect adversely our labor productivity and costs and our ability to expand operations in the event there is an increase in the demand for our services and products, which could affect adversely our business, results of operations, financial position and cash flows.
If the shortage of experienced labor continues or worsens, it could adversely affect our labor productivity and costs and our ability to expand operations in the event there is an increase in the demand for our services and products, which could adversely affect our business, results of operations, financial position and cash flows.
If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could affect adversely our reputation, business, results of operations, financial position and cash flows. An impairment of goodwill, long-lived assets, including intangible assets, and equity-method investments could reduce our earnings.
If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could adversely affect our reputation, business, results of operations, financial position and cash flows. An impairment of goodwill, long-lived assets, including intangible assets, and equity-method investments could reduce our earnings.
In these circumstances, additional cash contributions to our pension plans may be required, which could affect adversely our business, financial condition and cash flows. If we fail to maintain an effective system of internal controls, we may not be able to report accurately our financial results or prevent fraud.
In these circumstances, additional cash contributions to our pension plans may be required, which could adversely affect our business, financial condition and cash flows. If we fail to maintain an effective system of internal controls, we may not be able to report accurately our financial results or prevent fraud.
For instance, if we build a new pipeline, the construction will occur over an extended period of time, and we will not receive any material increases in revenues until after completion of the project; • we may construct facilities to capture anticipated future growth in production or downstream demand in which anticipated growth does not materialize; • opposition from environmental and social groups, landowners, tribal groups, local groups and other advocates could result in organized protests, attempts to block or sabotage construction activities or operations, intervention in regulatory or administrative proceedings involving our assets, or lawsuits or other actions designed to prevent, disrupt or delay the construction or operation of our assets; • we may be required to rely on third parties downstream of our facilities to have available capacity for our delivered natural gas, NGLs, Refined Products and crude oil, which may not be operational; and • inflationary pressure, along with pressure that may arise from the imposition by the federal government of tariffs on non-U.S. produced construction materials, could increase our costs for construction materials or labor.
For instance, if we build a new pipeline, the construction will occur over an extended period of time, and we will not receive any material increases in revenues until after completion of the project; • we may construct facilities to capture anticipated future growth in production or downstream demand in which anticipated growth does not materialize; • opposition from environmental and social groups, landowners, tribal groups, local groups and other advocates could result in organized protests, attempts to block or sabotage construction activities or operations, intervention in regulatory or administrative proceedings involving our assets, or lawsuits or other actions designed to prevent, disrupt or delay the construction or operation of our assets; • we may be required to rely on third parties downstream of our facilities to have available capacity for our delivered natural gas, NGLs, Refined Products and crude oil, which may not be operational; and • inflationary pressure, along with pressure that may arise from the imposition by the federal government of tariffs on non-U.S. produced construction materials, could increase our costs for construction materials, equipment or labor.
Any merger or acquisition involves potential risks that may include, among other things: • inaccurate assumptions about volumes, revenues and costs, including potential synergies; • an inability to integrate successfully the businesses we acquire; • decrease in our liquidity as a result of our using a significant portion of our available cash or borrowing capacity to finance the acquisition; • a significant increase in our interest expense and/or financial leverage if we incur additional debt to finance the acquisition; • the assumption of unknown liabilities for which we are not indemnified, our indemnity is inadequate or our insurance policies may exclude from coverage; • an inability to hire, train or retain qualified personnel to manage and operate the acquired business and assets; • limitations on rights to indemnity from the seller; • inaccurate assumptions about the overall costs of equity or debt; • the diversion of management’s and employees’ attention from other business concerns; • unforeseen difficulties operating in new product areas or new geographic areas; • increased regulatory burdens; and • customer or key employee losses at an acquired business.
Any merger, acquisition or other significant transactions involves potential risks that may include, among other things: • inaccurate assumptions about volumes, revenues and costs, including potential synergies; • an inability to integrate successfully the businesses we acquire; • decrease in our liquidity as a result of our using a significant portion of our available cash or borrowing capacity to finance the acquisition; • a significant increase in our interest expense and/or financial leverage if we incur additional debt to finance the acquisition; • the assumption of unknown liabilities for which we are not indemnified, our indemnity is inadequate or our insurance policies may exclude from coverage; • an inability to hire, train or retain qualified personnel to manage and operate the acquired business and assets; • limitations on rights to indemnity from the seller; • inaccurate assumptions about the overall costs of equity or debt; • the diversion of management’s and employees’ attention from other business concerns; • unforeseen difficulties operating in new product areas or new geographic areas; • increased regulatory burdens; and • customer or key employee losses at an acquired business.
If we were to incur a significant liability for which we were not fully insured, it could affect adversely our business, results of operations, financial position and cash flows. Further, the proceeds of any such insurance may not be paid in a timely manner or reach the level of coverage purchased.
If we were to incur a significant liability for which we were not fully insured, it could adversely affect our business, results of operations, financial position and cash flows. Further, the proceeds of any such insurance policies may not be paid in a timely manner or reach the level of coverage purchased.
Our business requires the retention and recruitment of a skilled executive team and workforce, and difficulties recruiting and retaining executives and other key personnel could impair our ability to develop and implement our business strategy. A shortage of skilled labor may make it difficult for us to maintain labor productivity and competitive costs.
Our business requires the retention and recruitment of a skilled executive team and workforce, and difficulties in recruiting and retaining executives and other key personnel could impair our ability to develop and implement our business strategy. A shortage of skilled labor may make it difficult for us to maintain labor productivity and competitive costs.
Other operational hazards and unforeseen interruptions include adverse weather conditions (including extreme cold weather), public health crises including a pandemic (such as COVID-19), cybersecurity attacks, geopolitical events, accidents, explosions, fires, the collision of equipment with our pipeline facilities (for example, this may occur if a third party were to perform excavation or construction work near our facilities) and catastrophic events such as tornados, hurricanes, earthquakes, floods and other similar events beyond our control.
Other operational hazards and unforeseen interruptions include adverse weather conditions (including extreme cold weather), public health crises including a pandemic, cybersecurity attacks, geopolitical events, accidents, explosions, fires, the collision of equipment with our pipeline facilities (for example, this may occur if a third party were to perform excavation or construction work near our facilities) and catastrophic events such as tornados, hurricanes, earthquakes, floods and other similar events beyond our control.
An event of default may require us to offer to repurchase certain of our and ONEOK Partners’ senior notes or may impair our ability to access capital.
An event of default may require us to offer to repurchase or repay certain of our and ONEOK Partners’ senior notes or may impair our ability to access capital.
The prices we receive for our commodities are subject to wide fluctuations in response to a variety of factors beyond our control, including, but not limited to, the following: • overall domestic and global economic conditions and uncertainty; • changes in the supply of, and demand for, domestic and foreign energy, even if relatively minor; • market uncertainty; • the occurrence of wars (such as the Russian invasion of Ukraine), the activities of the Organization of Petroleum Exporting Countries (OPEC) and other non-OPEC oil producing countries with large production capacity, or other geopolitical conditions (including instability in the Middle East) impacting supply and demand for natural gas, NGLs, Refined Products and crude oil; • production decisions by other countries, and the failure of countries to abide by recent agreements relating to production decisions; • the availability and cost of third-party transportation, natural gas processing and fractionation capacity; • the level of consumer product demand and storage inventory levels; • ethane rejection; • weather conditions; • public health crises, including pandemics (such as COVID-19); • domestic and foreign governmental regulations and taxes; • the price and availability of alternative fuels; • speculation in the commodity futures markets; • the effects of imports and exports on the price of natural gas, NGLs, Refined Products, crude oil and liquefied natural gas; • the effect of worldwide energy-conservation measures; • the impact of new supplies, new pipelines, processing and fractionation facilities on location price differentials; and • technology and improved efficiency impacting supply and demand for natural gas, NGLs, Refined Products and crude oil.
The prices we receive for our commodities are subject to wide fluctuations in response to a variety of factors beyond our control, including, but not limited to, the following: • overall domestic and global economic conditions and uncertainty; • changes in the supply of, and demand for, domestic and foreign energy, even if relatively minor; • market uncertainty; • the occurrence of wars (such as the Russian invasion of Ukraine), the activities of the Organization of Petroleum Exporting Countries (OPEC) and other non-OPEC oil producing countries with large production capacity, or other geopolitical conditions (including instability in the Middle East and Venezuela) impacting supply and demand for natural gas, NGLs, Refined Products and crude oil; • production decisions by other countries, and the failure of countries to abide by agreements relating to production decisions; • the availability and cost of third-party transportation, natural gas processing and fractionation capacity; • the level of consumer product demand and storage inventory levels; • ethane rejection; • weather conditions; • public health crises, including pandemics; • domestic and foreign governmental regulations and taxes; • the price and availability of alternative fuels; • speculation in the commodity futures markets; • the effects of imports and exports on the price of natural gas, NGLs, Refined Products, crude oil and liquified natural gas; • the effect of worldwide energy-conservation measures; • the impact of new supplies, new pipelines, processing and fractionation facilities on location price differentials; and • technology and improved efficiency impacting supply and demand for natural gas, NGLs, Refined Products and crude oil.
Finally, hedging arrangements for forecasted sales and purchases are used to reduce our exposure to commodity price fluctuations and may limit the benefit we would otherwise receive if market prices for natural gas, NGLs, Refined Products and crude oil differ from the stated price in the hedge instrument for these commodities.
Further, hedging arrangements for forecasted sales and purchases are used to reduce our exposure to commodity price fluctuations and may limit the benefit we would otherwise receive if market prices for natural gas, NGLs, Refined Products and crude oil differ from the stated price in the hedge instrument for these commodities.
Our insurance may not cover all of these environmental risks, and there are also limits on coverage. Additional information is included under Item 1, Business, under “Regulatory, Environmental and Safety Matters” and in Note P of the Notes to Consolidated Financial Statements in this Annual Report.
Our insurance may not cover all of these environmental risks, and there are also limits on coverage. Additional information is included under Item 1, Business, under “Regulatory, Environmental and Safety Matters” and in Note O of the Notes to Consolidated Financial Statements in this Annual Report.
There is an inherent risk of incurring environmental costs and liabilities in our business due to our handling of the products we gather, transport, process and store; air emissions related to our operations; past industry operations and waste disposal practices, some of which may be material.
There is an inherent risk of incurring environmental costs and liabilities in our business due to our handling of the products we gather, transport, process and store; air emissions and water discharge related to our operations; past industry operations and waste disposal practices, some of which may be material.
For further discussion of our defined benefit pension plan and postretirement welfare plans, see Note M of the Notes to Consolidated Financial Statements in this Annual Report. Any sustained declines in equity markets and reductions in bond yields may affect adversely the value of our pension and postretirement benefit plan assets.
For further discussion of our defined benefit pension plan and postretirement welfare plans, see Note L of the Notes to Consolidated Financial Statements in this Annual Report. Any sustained declines in equity markets and reductions in bond yields may adversely affect the value of our pension and postretirement benefit plan assets.
Further, hedging instruments that are used to reduce our exposure to interest-rate fluctuations could expose us to risk of financial loss where we may contract for fixed-rate swap instruments to hedge variable-rate instruments and the fixed rate exceeds the variable rate.
Finally, hedging instruments that are used to reduce our exposure to interest-rate fluctuations could expose us to risk of financial loss where we may contract for fixed-rate swap instruments to hedge variable-rate instruments and the fixed rate exceeds the variable rate.
Our loss of these 34 Table of Contents rights, through our inability to renew right-of-way contracts on acceptable terms or increased costs to renew such rights, could affect adversely our business, results of operations, financial position and cash flows. Measurement adjustments on our pipeline systems may be impacted materially by changes in estimation, type of commodity and other factors.
Our loss of these rights, through our inability to renew right-of-way contracts on acceptable terms or increased costs to renew such rights, could adversely affect our business, results of operations, financial position and cash flows. Measurement adjustments on our pipeline systems may be impacted materially by changes in estimation, type of commodity and other factors.
Changes in the quality or quantity of this crude oil production, outages at these refineries or reduced or interrupted throughput on gathering systems or pipelines due to weather-related or other natural causes, competitive forces, testing, line repair, damage, reduced operating pressures or other causes could reduce shipments on our pipelines or result in our being unable to receive products at or deliver products from our terminals, any of which could adversely affect our business, results of operations, financial position and cash flows.
Changes in the quality or quantity of this crude oil production, outages at these refineries or reduced or interrupted throughput on gathering systems or pipelines due to weather-related or other natural causes, 31 Table of C ontents competitive forces, testing, line repair, damage, reduced operating pressures or other causes could reduce shipments on our pipelines or result in our being unable to receive products at or deliver products from our terminals, any of which could adversely affect our business, results of operations, financial position and cash flows.
The realization of any of these risks could adversely affect our business. 30 Table of Contents We depend on producers, gathering systems, refineries and pipelines owned and operated by others to supply our assets, and any closures, interruptions or reduced activity levels at these facilities may adversely affect our business, results of operations, financial position and cash flows.
The realization of any of these risks could adversely affect our business. We depend on producers, gathering systems, refineries and pipelines owned and operated by others to supply our assets, and any closures, interruptions or reduced activity levels at these facilities may adversely affect our business, results of operations, financial position and cash flows.
Our operating cash flows are derived partially from cash distributions we receive from our unconsolidated affiliates. Our operating cash flows are derived partially from cash distributions we receive from our unconsolidated affiliates, as discussed in Note O of the Notes to Consolidated Financial Statements in this Annual Report.
Our operating cash flows are derived partially from cash distributions we receive from our unconsolidated affiliates. Our operating cash flows are derived partially from cash distributions we receive from our unconsolidated affiliates, as discussed in Note N of the Notes to Consolidated Financial Statements in this Annual Report.
Our pipeline, processing, fractionation, terminal and storage assets compete with other similar assets for natural gas, NGL, Refined Products and crude oil supply delivered to the markets we serve.
Our pipeline, processing, fractionation, terminal and storage assets compete with other similar assets for natural gas, NGLs, Refined Products and crude oil supply delivered to the markets we serve.
We cannot predict the potential impact to our business resulting from additional regulations. 33 Table of Contents Terrorist attacks, including cyber sabotage, aimed at our facilities could affect adversely our business, results of operations, financial position and cash flows.
We cannot predict the potential impact to our business resulting from additional regulations. 33 Table of C ontents Terrorist attacks, including cyber sabotage, aimed at our facilities could adversely affect our business, results of operations, financial position and cash flows.
Each of these factors may contribute to measurement adjustments that may occur on our systems, which could affect adversely our business, results of operations, financial position and cash flows. We face competition for supply and, as a result, we may have significant levels of excess capacity on our pipeline, processing, fractionation, terminal and storage assets.
Each of these factors may contribute to measurement adjustments that may occur on our systems, which could adversely affect our business, results of operations, financial position and cash flows. 35 Table of C ontents We face competition for supply and, as a result, we may have significant levels of excess capacity on our pipeline, processing, fractionation, terminal and storage assets.
Various federal and state governmental authorities, including the EPA, have the power to enforce compliance with these laws and regulations and the permits issued under them. Violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both.
Various federal and state governmental authorities, including the EPA and the Department of the Interior, have the power to enforce compliance with these laws and regulations and the permits issued under them. Violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both.
Increased litigation and activism challenging oil and gas development as well as changes to and/or more aggressive enforcement of laws, regulations and policies could impact our business.
Increased litigation and activism challenging oil and gas development as well as changes to and/or increased enforcement of laws, regulations and policies could impact our business.
RISK FACTORS RELATED TO REGULATION Increased regulation of exploration and production activities, including hydraulic fracturing, well setbacks and disposal of wastewater, could result in reductions or delays in drilling and completing new crude oil and natural gas wells. The crude oil and natural gas industries rely on supplies from nonconventional sources, such as shale and tight sands.
Increased regulation of exploration and production activities, including hydraulic fracturing, well setbacks and disposal of wastewater, could result in reductions or delays in drilling and completing new crude oil and natural gas wells. The crude oil and natural gas industries rely on supplies from nonconventional sources, such as shale and tight sands.
Our Board of Directors has adopted a code of business conduct and ethics that applies to our directors, officers (including our principal executive and financial 42 Table of Contents officers, principal accounting officer, controllers and other persons performing similar functions) and all other employees.
Our Board of Directors has adopted a code of business conduct and ethics that applies to our directors, officers (including our principal executive and financial officers, principal accounting officer, controllers and other persons performing similar functions) and all other employees.
GHG emissions in the midstream industry originate primarily from combustion engine exhaust, heater exhaust and fugitive methane gas emissions. International, federal, regional and/or state legislative and/or regulatory initiatives may attempt to 37 Table of Contents control or limit GHG emissions, including initiatives directed at issues associated with climate change.
GHG emissions in the midstream industry originate primarily from combustion engine and heater exhaust and fugitive methane gas emissions. International, federal, regional and/or state legislative and/or regulatory initiatives may attempt to control or limit GHG emissions, including initiatives directed at issues associated with climate change.
We assess the creditworthiness of our customers and counterparties and obtain collateral or contractual terms as we deem appropriate. We cannot, however, predict to what extent our business may be impacted by deteriorating market or financial conditions, including possible declines in our customers’ and counterparties’ creditworthiness.
We assess the creditworthiness of our customers and counterparties and obtain collateral or contractual terms as we deem appropriate. We cannot, however, predict to what extent our business may be impacted by deteriorating market or 42 Table of C ontents financial conditions, including possible declines in our customers’ and counterparties’ creditworthiness.
In addition, increasingly strict laws, regulations and enforcement policies could increase significantly our compliance costs, penalties and other cost associated with 38 Table of Contents any alleged noncompliance, and the cost of any remediation that may become necessary; some of these costs could be material and could adversely affect our business, results of operation, financial position and cash flows.
In addition, increasingly strict laws, regulations and enforcement policies could increase significantly our compliance costs, penalties and other cost associated with any alleged noncompliance, and the cost of any remediation that may become necessary; some of these costs could be material 39 Table of C ontents and could adversely affect our business, results of operation, financial position and cash flows.
It also requires us to maintain certain financial ratios, which limit the amount of additional indebtedness we can incur, as described in the “Liquidity and Capital Resources” section of Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of 39 Table of Contents Operations, in this Annual Report.
It also requires us to maintain certain financial ratios, which limit the amount of additional indebtedness we can incur, as described in the “Liquidity and Capital Resources” section of Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of 40 Table of C ontents Operations, in this Annual Report.
GENERAL RISK FACTORS Mergers and acquisitions that appear to be accretive may nevertheless reduce our cash from operations on a per-share basis.
GENERAL RISK FACTORS Mergers, acquisitions and other significant transactions that appear to be accretive may nevertheless reduce our cash from operations on a per-share basis.
The determination of the interstate or intrastate character of shipments on our pipelines may change over time, which may change the regulatory framework and the rates we are allowed to charge for transportation and other related services.
The determination of the interstate or intrastate character of shipments on our pipelines may change over time, which may change the regulatory framework and the rates we are allowed to charge for transportation 37 Table of C ontents and other related services.
For example, the Inflation Reduction Act of 2022 (IRA) directs the EPA to impose and collect payment of “Waste Emissions Charges,” or “Methane Fees,” for specific facilities that report more than 25,000 metric tons of carbon dioxide equivalent of GHG emissions per year and have methane emissions intensity in excess of the relevant statutory threshold.
In the past, the Inflation Reduction Act of 2022 (IRA) had directed the EPA to impose and collect payment of “Waste Emissions Charges,” or “Methane Fees,” for specific facilities that report more than 25,000 metric tons of carbon dioxide equivalent of GHG emissions per year and have a methane emissions intensity in excess of the relevant statutory threshold.
Examples of these laws include the: • Federal Clean Air Act, as amended, and analogous state laws that impose obligations related to air emissions; • Federal Water Pollution Control Act Amendments of 1972, as amended, and analogous state laws that impose requirements related to activities in and around certain state and federal waters, including requirements related to discharge of wastewater from our facilities into state and federal waters and discharge of dredge and fill materials, such as dirt and other earthy materials, into waters of the United States; • Comprehensive Environmental Response, Compensation and Liability Act, as amended (CERCLA), and analogous state laws that regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by us or locations to which we have sent waste for disposal; • Endangered Species Act of 1973 and analogous state laws that impose obligations related to protection of threatened and endangered species; and • Resource Conservation and Recovery Act, as amended (RCRA), and analogous state laws that impose requirements for the handling and discharge of solid and hazardous waste from our facilities.
Examples of these laws include the: • Federal Clean Air Act, as amended, and analogous state laws that impose obligations related to air emissions; • Federal Water Pollution Control Act Amendments of 1972, as amended, and analogous state laws that impose requirements related to activities in and around certain state and federal waters, including requirements related to discharge of wastewater from our facilities into state and federal waters and discharge of dredge and fill materials, such as dirt and other earthy materials, into waters of the United States; • Comprehensive Environmental Response, Compensation and Liability Act, as amended (CERCLA), the Oil Pollution Act (OPA) and analogous state laws that regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by us or locations to which we have sent waste for disposal; • National Environmental Policy Act and analogous state laws that establish requirements for certain environmental analyses prior to major government actions, including discretionary permits; • Endangered Species Act of 1973 and analogous state laws that impose obligations related to protection of threatened and endangered species; and • Resource Conservation and Recovery Act, as amended (RCRA), and analogous state laws that impose requirements for the handling and discharge of solid and hazardous waste from our facilities.
The energy industry is subject to heavy state and federal regulation that extends to many aspects of our businesses and operations, including: • changes to federal, state and local taxation; • regulatory approval and review of certain of our rates, operating terms and conditions of service; • the types of services we may offer our counterparties; • construction and operation of new facilities, and modifications and operation of existing facilities; • the integrity, safety and security of facilities and operations; • acquisition, extension or abandonment of services or facilities; • reporting and information posting requirements; • maintenance of accounts and records; and • relationships with affiliate companies involved in all aspects of our business. 36 Table of Contents Compliance with these requirements can be costly and burdensome.
The energy industry is subject to heavy state and federal regulation that extends to many aspects of our businesses and operations, including: • changes to federal, state and local taxation; • regulatory approval and review of certain of our rates, operating terms and conditions of service; • the types of services we may offer our counterparties; • construction and operation of new facilities, and modifications and operation of existing facilities; • the integrity, safety and security of facilities and operations; • acquisition, extension or abandonment of services or facilities; • reporting and information posting requirements; • maintenance of accounts and records; and • relationships with affiliate companies involved in all aspects of our business.
For example, if a low commodity price environment persisted for a prolonged period, it could result in lower volumes delivered to our systems and impairments of our assets or equity-method investments.
For example, if a low commodity price environment persisted for a prolonged period, it could result in lower 43 Table of C ontents volumes delivered to our systems and impairments of our assets or equity-method investments.
We use both fixed and variable rate debt, and we are exposed to market risk due to the floating interest rates on our short-term borrowings. Our results of operations, financial position and cash flows could be affected adversely by significant fluctuations in interest rates.
RISK FACTORS RELATED TO FINANCING OUR BUSINESS Changes in interest rates could adversely affect our business. We use both fixed and variable rate debt, and we are exposed to market risk due to the floating interest rates on our short-term borrowings. Our results of operations, financial position and cash flows could be affected adversely by significant fluctuations in interest rates.
To the 40 Table of Contents extent the guarantor’s guarantee of any such indebtedness is avoided as a result of fraudulent conveyance or held unenforceable for any other reason, the holders of such debt would cease to have any claim in respect of the guarantee.
To the 41 Table of C ontents extent the guarantor’s guarantee of any such indebtedness is avoided as a result of fraudulent conveyance or held unenforceable for any other reason, the holders of such debt would cease to have any claim in respect of the guarantee.
The threat of global climate change may create physical and financial risks to our business. Some of our customers’ energy needs vary with weather conditions, primarily temperature. To the extent weather conditions may be affected by climate change, customers’ energy use could increase or decrease depending on the duration and magnitude of any changes.
Some of our customers’ energy needs vary with weather conditions, primarily temperature. To the extent weather conditions may be affected by climate change, customers’ energy use could increase or decrease depending on the duration and magnitude of any changes.
Examples of these more significant activities are large expenditures or contractual commitments, the construction or acquisition of assets, borrowing money or otherwise raising capital, transactions with affiliates of a joint-venture participant, litigation and transactions not in the ordinary course of business, among others.
Examples of activities requiring joint-venture participant approval are large expenditures or contractual commitments, the construction or acquisition of assets, borrowing cash or otherwise raising capital, transactions with affiliates of a joint-venture participant, litigation and transactions not in the ordinary course of business, among others.
Legislation or regulations placing restrictions on exploration and production activities, including hydraulic fracturing and disposal of wastewater, could result in operational delays, increased operating costs and additional regulatory burdens on exploration and production operators.
Legislation or regulations placing restrictions on exploration and production activities, including hydraulic fracturing and disposal of wastewater, or curtailment of water use for industrial or mineral development activities, could result in operational delays, increased operating costs and additional regulatory burdens on exploration and production operators.
These actions could, among other things, impact our customers’ activities, our existing permits, our ability to obtain permits for new development projects and public perception of our company, which could affect adversely our business, results of operations, financial position or cash flows. RISK FACTORS RELATED TO FINANCING OUR BUSINESS Changes in interest rates could affect adversely our business.
These actions could, among other things, impact our customers’ activities, our existing permits, our ability to modify or obtain new permits for existing or new development projects and public perception of our company, which could adversely affect our business, results of operations, financial position or cash flows.
There are expectations that companies across all industries address ESG issues, including climate change. Changes in regulatory policies, public sentiment or widespread adoption of technologies that aim to address climate change through reducing GHG emissions may result in a reduction in the demand for hydrocarbon products, restrictions on their use or increased use of alternative energy sources.
Changes in regulatory policies, public sentiment or widespread adoption of technologies that aim to address climate change through reducing GHG emissions may result in a reduction in the demand for hydrocarbon products, restrictions on their use or increased use of alternative energy sources.
Each rating should be evaluated independently of any other rating. Our indebtedness and guarantee obligations could impair our financial condition and our ability to fulfill our obligations. As of Dec. 31, 2024, we had total indebtedness of $33.2 billion. Our indebtedness and guarantee obligations could have significant consequences.
Each rating should be evaluated independently of any other rating. Our indebtedness and guarantee obligations could impair our financial condition and our ability to fulfill our obligations. As of December 31, 2025, we had total indebtedness of $34.0 billion. Our indebtedness and guarantee obligations could have significant consequences.
Further, the closure of these or other refineries could result in our customers electing to store and distribute Refined Products and crude oil through their proprietary terminals, which could result in a reduction in demand for our storage services. Increasing attention to ESG issues, including climate change, may impact our business.
Further, the closure of these or other refineries could result in our customers electing to store and distribute Refined Products and crude oil through their proprietary terminals, which could result in a reduction in demand for our storage services.
Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our equity, our access to capital markets and the cost of capital. 43 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our equity, our access to capital markets and the cost of capital.
While inflation has declined since the second half of 2022, inflationary pressures have resulted in, and may continue to result in, additional increases to the cost of our materials, services and personnel, which could increase our capital expenditures and operating costs.
Inflationary pressures have resulted in, and may continue to result in, additional increases to the cost of our materials, services and personnel, which could increase our capital expenditures and operating costs.
This reliance on others to operate joint-venture assets and to provide other services could affect adversely our business and results of operations. We rely on others to provide administrative, operating and management services for certain of our joint-venture assets. We have a limited ability to control the operations and the associated costs of such operations.
We rely on others to provide administrative, operating and management services for certain of our joint-venture assets. We have a limited ability to control the operations and the associated costs of such operations.
Our primary commodity price exposures arise from: • the value of the commodities sold under fee with POP contracts of which we retain a portion of the sales proceeds; • product price differentials; • location price differentials; • seasonal price differentials; • the price risk related to electric costs to operate our facilities; and 32 Table of Contents • the fuel costs and the value of the retained fuel in-kind in our natural gas pipelines and storage operations.
Our primary commodity price exposures arise from: • the value of the commodities sold under fee with POP contracts of which we retain a portion of the sales proceeds; • product price differentials; • location price differentials; • seasonal price differentials; • the price risk related to electricity costs to operate our facilities; and • the fuel costs and the value of the retained fuel in-kind in our natural gas pipelines and storage operations. 32 Table of C ontents We do not hedge fully against commodity price changes, and we therefore retain some exposure to market risk.
We typically purchase renewable energy credits, called RINs, to meet this obligation. Increases in the cost or decreases in the availability of RINs could have an adverse impact on our business. We may face significant costs to comply with the regulation of GHG emissions.
We typically purchase renewable identification numbers, called RINs, under the Renewable Fuel Standard Program to meet this obligation. Increases in the cost or decreases in the availability of RINs, as well as any volatility in such costs or availability, could have an adverse impact on our business. We may face significant costs to comply with the regulation of GHG emissions.
Circuit, and the new administration issued an executive order directing the heads of all federal agencies to identify and begin the processes to suspend, revise or rescind all agency actions that are unduly burdensome on the identification, development or use of domestic energy resources. Consequently, future implementation and enforcement of these rules remain uncertain at this time.
However, the new administration issued an executive order directing the heads of all federal agencies to identify and begin the processes to suspend, revise or rescind all agency actions that are unduly burdensome on the identification, development or use of domestic energy resources.
Periods of severe volatility in equity and credit 29 Table of Contents markets may disrupt our access to such markets, make it difficult to obtain financing necessary to expand facilities or acquire assets, increase financing costs and result in the imposition of restrictive financial covenants. Also, economic conditions following the COVID-19 pandemic included increased inflation.
Periods of severe volatility in equity and credit markets may disrupt our access to such markets, make it difficult to obtain financing necessary to expand facilities or acquire assets, increase financing costs and result in the imposition of restrictive financial covenants.
Our ability to use these tax attributes to reduce our future U.S. federal and state income tax obligations depends on many factors, including our future taxable income, the timing of which is uncertain.
We currently have substantial U.S. federal net operating loss (NOL) carry forward and other state tax attributes. Our ability to use these tax attributes to reduce our future U.S. federal and state income tax obligations depends on many factors, including our future taxable income, the timing of which is uncertain.
Methane Fees, if implemented, and other legislative and/or regulatory initiatives could make some of our activities uneconomic to maintain or operate. However, we cannot predict precisely what form these future legislative and/or regulatory initiatives will take, the stringency of such initiatives, when they will become effective or the impact on our capital expenditures, competitive position and results of operations.
However, we cannot predict precisely what form these future legislative and/or regulatory initiatives will take, the stringency of such initiatives, when they will become effective or the impact on our capital expenditures, competitive position and results of operations.
Our business is subject to regulatory oversight and potential penalties.
RISK FACTORS RELATED TO REGULATION Our business is subject to regulatory oversight and potential penalties.
Sustained levels of high inflation caused the Federal Reserve System and other central banks to increase interest rates, which may cause the cost of capital to increase and depress economic growth, either of which, or the combination of both, could affect adversely our business, results of operations, financial position and cash flows.
Sustained levels of high inflation could cause the Federal Reserve System and other central banks to increase interest rates, which could cause the cost of capital to increase and depress economic growth, either of which, or the combination of both, could adversely affect our business, results of operations, financial position and cash flows. 30 Table of C ontents The volatility of natural gas, NGL, Refined Products and crude oil prices could adversely affect our earnings and cash flows.
Our future success will depend, in part, upon our ability to manage this expanded business, 41 Table of Contents which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.
As a result, the size of our business has increased and will increase further if we complete future acquisitions. Our future success will depend, in part, upon our ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.
Various federal and state legislative proposals have been introduced to regulate the emission of GHGs, particularly carbon dioxide and methane, and the United States Supreme Court has ruled that carbon dioxide is a pollutant subject to regulation by the EPA. In addition, there have been international efforts seeking legally binding reductions in emissions of GHGs.
Various federal and state legislative proposals have been introduced to regulate the emission of GHGs, particularly carbon dioxide and methane. In addition, there have been international efforts seeking legally binding reductions in emissions of GHGs.
In addition, we may not be able to obtain the same level or kind of service or retain or receive the services in a timely manner, which may impact our ability to perform under our contracts and affect adversely our business and results of operations.
In addition, we may not be able to obtain the same level or kind of service or retain or receive the services in a timely manner, which may impact our ability to perform under our contracts and adversely affect our business and results of operations. 36 Table of C ontents Our ability to use net operating losses and certain other tax attributes to offset future taxable income may be limited.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIdentified cybersecurity threats and incidents are monitored and assessed for materiality by this cross-functional Security Advisory Team. This assessment includes whether our Board of Directors should be informed of a threat or incident.
Biggest changeIdentified cybersecurity threats and incidents are monitored and assessed for materiality by this cross-functional Security Advisory Team. This assessment includes whether our Board of Directors should be informed of a threat or incident. The use of emerging technologies, including the use of Cloud Services and Artificial Intelligence, is governed by our End-User Computing Policy.
As of the date of this report, though the Company and third parties have experienced certain non-material cybersecurity incidents, we are not aware of any cybersecurity threats, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
As of February 16, 2026, though the Company and third parties have experienced certain nonmaterial cybersecurity incidents, we are not aware of any cybersecurity threats, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Our security program generally incorporates the guidelines of the widely utilized National Institute of Standards and Technology Cybersecurity Framework, though this does not imply we meet any particular technical standards, specifications or requirements. In addition, we conduct risk assessments of enterprise third-party software and cloud vendors by utilizing security questionnaires prior to procurement.
Our security program generally incorporates the guidelines of the widely utilized National Institute of Standards and Technology Cybersecurity Framework, though this does not imply we meet any particular technical standards, specifications or requirements. On a regular basis, we engage consultants, including external counsel and cybersecurity firms, to conduct penetration tests and architecture design reviews.
Removed
On a regular basis, we engage consultants, including external counsel and cybersecurity firms, to conduct penetration tests and architecture design reviews.
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In addition, we conduct risk assessments of new enterprise third-party software and cloud vendors by utilizing security questionnaires prior to procurement.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS We have elected to use a $1 million threshold for disclosing environmental proceedings. Information about our legal proceedings is included in Note P of the Notes to Consolidated Financial Statements in this Annual Report. 44 Table of Contents ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS We have elected to use a $1 million threshold for disclosing environmental proceedings. Information about our legal proceedings is included in Note O of the Notes to Consolidated Financial Statements in this Annual Report. 45 Table of C ontents ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCumulative Total Return Years ended Dec. 31, 2020 2021 2022 2023 2024 ONEOK, Inc. $ 56.64 $ 93.37 $ 111.01 $ 125.62 $ 188.65 S&P 500 Index $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 S&P 500 Energy Index (a) $ 66.32 $ 102.56 $ 169.96 $ 167.71 $ 177.30 ONEOK Peer Group (b) $ 75.32 $ 103.20 $ 132.34 $ 156.15 $ 234.20 (a) - The S&P 500 Energy Index is a subindex of the S&P 500 that includes those companies classified as members of the energy sector.
Biggest changeCumulative Total Return Years ended December 31, 2021 2022 2023 2024 2025 ONEOK, Inc. $ 164.85 $ 196.00 $ 221.79 $ 333.08 $ 256.81 S&P 500 Index $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 S&P 500 Energy Index (a) $ 154.64 $ 256.27 $ 252.87 $ 267.34 $ 290.53 ONEOK Peer Group (b) $ 136.66 $ 175.22 $ 206.42 $ 310.39 $ 337.09 (a) - The S&P 500 Energy Index is a subindex of the S&P 500 that includes those companies classified as members of the energy sector.
For information regarding our Employee Stock Award Program and other equity compensation plans, see Note L of the Notes to Consolidated Financial Statements and “Equity Compensation Plan Information” included in Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, in this Annual Report.
For information regarding our 2025 Employee Stock Award Program and other equity compensation plans, see Note K of the Notes to Consolidated Financial Statements and “Equity Compensation Plan Information” included in Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, in this Annual Report.
(b) - The current ONEOK Peer Group is composed of the following companies: Antero Midstream Corp.; Energy Transfer LP; Enterprise Products Partners L.P.; Kinder Morgan, Inc.; Kinetik Holdings Inc.; MPLX LP; Plains All American Pipeline, L.P.; Targa Resources Corp.; Western Midstream Partners, LP; and The Williams Companies, Inc. ITEM 6. [RESERVED]
(b) - The ONEOK Peer Group in 2025 was composed of the following companies: Antero Midstream Corp.; Energy Transfer LP; Enterprise Products Partners L.P.; Kinder Morgan, Inc.; Kinetik Holdings Inc.; MPLX LP; Plains All American Pipeline, L.P.; Targa Resources Corp.; Western Midstream Partners, LP; and The Williams Companies, Inc.
REPURCHASES OF COMMON STOCK 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 ) October 2024 — $ — — $ 2,000 November 2024 60,000 $ 112.96 60,000 $ 1,993 December 2024 (b) 1,490,000 $ 102.27 1,490,000 $ 1,841 Total 1,550,000 1,550,000 (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.
REPURCHASES OF COMMON STOCK 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 ) October 2025 (b) 611,237 $ 72.78 611,237 $ 1,766 November 2025 — $ — — $ 1,766 December 2025 — $ — — $ 1,766 Total 611,237 611,237 (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.
Value of a $100 Investment, Assuming Reinvestment of Distributions/Dividends, at Dec. 31, 2019, and at the End of Every Year Through Dec. 31, 2024.
Value of a $100 Investment, Assuming Reinvestment of Distributions/Dividends, at December 31, 2020, and at the End of Every Year Through December 31, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the NYSE under the trading symbol “OKE.” The corporate name ONEOK is used in stock listings. At Feb. 17, 2025, there were 15,874 holders of record of our 624,339,588 outstanding shares of common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the NYSE under the trading symbol “OKE.” The corporate name ONEOK is used in stock listings. At February 16, 2026, there were 14,660 holders of record of our 629,783,634 outstanding shares of common stock.
The program will terminate upon completion of the repurchases, or on Jan. 1, 2029, whichever occurs first.
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) - Excludes 125,000 shares that were repurchased in December 2024, and settled in January 2025. 45 Table of Contents PERFORMANCE GRAPH The following performance graph compares the performance of our common stock with the S&P 500 Index, the S&P 500 Energy Index and a ONEOK Peer Group during the period beginning on Dec. 31, 2019, and ending on Dec. 31, 2024.
(b) - Shares reported were repurchased in September 2025 and settled in October 2025. 46 Table of C ontents PERFORMANCE GRAPH The following performance graph compares the performance of our common stock with the S&P 500 Index, the S&P 500 Energy Index and a ONEOK Peer Group during the period beginning on December 31, 2020, and ending on December 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSelected 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: Years Ended Dec. 31, 2024 vs. 2023 2023 vs. 2022 Financial Results 2024 2023 2022 $ Increase (Decrease) ( Millions of dollars ) NGL and condensate sales $ 14,446 $ 13,666 $ 18,329 780 (4,663) Exchange service and other revenues 514 559 558 (45) 1 Transportation and storage revenues 207 204 180 3 24 Cost of sales and fuel (exclusive of depreciation and operating costs) (11,994) (11,592) (16,546) 402 (4,954) Operating costs, excluding noncash compensation adjustments (728) (637) (549) 91 88 Adjusted EBITDA from unconsolidated affiliates (a) 95 67 — 28 67 Equity in net earnings from investments (a) — — 35 (35) Other 3 778 88 (775) 690 Adjusted EBITDA $ 2,543 $ 3,045 $ 2,095 (502) 950 Capital expenditures $ 987 $ 818 $ 581 169 237 (a) - Beginning in 2023, we updated our calculation methodology of adjusted EBITDA to include adjusted EBITDA from our unconsolidated affiliates, which resulted in an additional $9 million of adjusted EBITDA in 2023, and we have not restated prior periods.
Biggest changeSelected 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: Years Ended December 31, 2025 vs. 2024 2024 vs. 2023 Financial Results 2025 2024 2023 $ Increase (Decrease) (Millions of dollars) NGL and condensate sales $ 15,405 $ 14,446 $ 13,666 959 780 Exchange service and other revenues 347 514 559 (167) (45) Transportation and storage revenues 258 207 204 51 3 Cost of sales and fuel (exclusive of depreciation and operating costs) (12,533) (11,994) (11,592) 539 402 Operating costs, excluding noncash compensation adjustments (801) (728) (637) 73 91 Adjusted EBITDA from unconsolidated affiliates 101 95 67 6 28 Other 2 3 778 (1) (775) Adjusted EBITDA $ 2,779 $ 2,543 $ 3,045 236 (502) Capital expenditures $ 758 $ 987 $ 818 (229) 169 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. 2025 vs. 2024 - Adjusted EBITDA increased $236 million primarily as a result of the following: • an increase of $183 million due to adjusted EBITDA from EnLink; • an increase of $39 million in exchange services due primarily to: ◦ $94 million of higher volumes in the Rocky Mountain region; and ◦ $27 million of higher average fee rates in the Rocky Mountain region; offset partially by ◦ $44 million of lower average fee rates in the Mid-Continent region; ◦ $21 million of lower volumes in the Mid-Continent region; and ◦ $20 million of higher transportation costs and higher inventory of unfractionated NGLs; and • an increase of $31 million in optimization and marketing due primarily to higher earnings on sales of Purity NGLs held in inventory; offset by • an increase of $16 million in operating costs due primarily to higher employee-related costs associated with the growth of our operations.
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.
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 could increase, and a potential loss of access to the commercial paper market could occur.
For more information on commodity price sensitivity and a discussion of the market risk of pricing changes, see Item 7A, Quantitative and Qualitative Disclosures about Market Risk. See Notes A, D and E of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of fair value measurements and derivatives and risk-management activities.
For more information on commodity price sensitivity and a discussion of the market risk of pricing changes, see Item 7A, Quantitative and Qualitative Disclosures about Market Risk. See Notes A, C and D of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of fair value measurements and derivatives and risk-management activities.
Texas City Logistics LLC, the export terminal joint venture, is owned 50% by us and 50% by MPLX, with MPLX constructing and operating the facility. MBTC Pipeline LLC, the pipeline joint venture, is owned 80% by us and 20% by MPLX, and we will construct and operate the pipeline.
Texas City Logistics, the export terminal joint venture, is owned 50% by us and 50% by MPLX LP, with MPLX LP constructing and operating the facility. MBTC Pipeline, the pipeline joint venture, is owned 80% by us and 20% by MPLX LP, and we will construct and operate the pipeline.
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 equity-method investments, share-based compensation expense, other amounts and changes in our assets and liabilities not classified as investing or financing activities.
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.
As part of our goodwill impairment test, we may first assess qualitative factors (including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance) to determine whether it is more likely than not that the fair value of each of our reporting units was less than its carrying amount.
As part of our goodwill impairment test, we may first assess qualitative factors (including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance) to determine 61 Table of C ontents whether it is more likely than not that the fair value of each of our reporting units was less than its carrying amount.
We do not believe that changes in our fair value estimates of our derivative instruments have a material impact on our results of operations, as the majority of our derivatives are accounted for 60 Table of Contents as effective cash flow hedges.
We do not believe that changes in our fair value estimates of our derivative instruments have a material impact on our results of operations, as the majority of our derivatives are accounted for as effective cash flow hedges.
For the fiscal years presented in this Form 10-K, no 61 Table of Contents changes were made to the determinations of useful lives that would have a material effect on the timing of depreciation expense in future periods. See Note F of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of property, plant and equipment.
For the fiscal years presented in this Form 10-K, no changes were made to the determinations of useful lives that would have a material effect on the timing of depreciation expense in future periods. See Note E of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of property, plant and equipment.
For additional information on our indebtedness, please see Note H of the Notes to Consolidated Financial Statements in this Annual 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 recently executed $3.5 Billion Credit Agreement.
For additional information on our indebtedness, see Note G of the Notes to Consolidated Financial Statements in this Annual 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.
Equity - On Jan. 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, each common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK Common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing.
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.
See Part 1, Item 1A “Risk Factors” for further discussion of risks related to these transactions.
See Part I, Item 1A “Risk Factors” for further discussion of risks related to these transactions.
However, if a derivative instrument is ineligible for cash flow hedge accounting or if we fail to appropriately designate it as a cash flow hedge, changes in fair value of the derivative instrument would be recorded currently in earnings.
However, if a derivative instrument is ineligible for cash flow hedge accounting or if we elect not to designate it as a cash flow hedge, changes in fair value of the derivative instrument would be recorded currently in earnings.
These changes were offset partially by 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.
These changes were offset partially by changes in accounts payable resulting from the growth of our operations and the timing of payments to vendors, suppliers and other third parties, which vary from period to period, and with changes in commodity prices.
See Notes A, F, G and O of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of goodwill and intangible assets, long-lived assets and investments in unconsolidated affiliates.
See Notes A, E, F and N of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of goodwill and intangible assets, long-lived assets and investments in unconsolidated affiliates.
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.
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.
Credit Ratings - Our long-term debt credit ratings as of Feb. 17, 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.
Credit Ratings - Our credit ratings as of February 16, 2026, 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.
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.
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.
(c) - The year ended Dec. 31, 2024 includes transaction costs related primarily to the EnLink Acquisitions and Medallion Acquisition of $73 million, offset partially by interest income of $39 million.
The year ended December 31, 2024. included transaction costs related primarily to the EnLink Acquisitions and Medallion Acquisition of $73 million, offset partially by interest income of $39 million.
As of Feb. 17, 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 Jan. 31, 2025, the EnLink Revolving Credit Facility was terminated.
As of February 16, 2026, 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.
Joint Ventures - On Feb. 4, 2025, we entered into definitive agreements to form joint ventures with MPLX LP (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 and MBTC Pipeline - In February 2025, we announced definitive agreements to form joint ventures with MPLX LP 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.
As of the date of this report, 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 and therefore, we have excluded the summarized financial information for each issuer and guarantor.
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.
The year ended Dec. 31, 2023, includes transaction costs related to the Magellan Acquisition of $158 million, offset partially by interest income of $49 million and net gains of $41 million on extinguishment of debt related to open market repurchases.
The year ended December 31, 2023, included transaction costs related to the Magellan Acquisition of $158 million, offset partially by interest income of $49 million and corporate net gains on extinguishment of debt of $41 million in connection with open market repurchases.
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.
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, exercise of contractual call rights, public tender offers or otherwise.
Years Ended Dec. 31, Operating Information 2024 2023 2022 Raw feed throughput ( MBbl/d ) (a) 1,309 1,359 1,237 Average Conway-to-Mont Belvieu Oil Price Information Service price differential - ethane in ethane/propane mix ( $/gallon ) $ 0.01 $ 0.04 $ 0.04 (a) - Represents physical raw feed volumes for which we provide transportation and/or fractionation services, and excludes EnLink, as EnLink operating statistics are not meaningful to full-year 2024 operating results.
Years Ended December 31, Operating Information 2025 2024 2023 Raw feed throughput ( MBbl/d ) (a) 1,496 1,309 1,359 Average Conway-to-Mont Belvieu Oil Price Information Service price differential - ethane in ethane/propane mix ( $/gallon ) $ 0.02 $ 0.01 $ 0.04 (a) - Represents physical raw feed volumes for which we provided transportation and/or fractionation services, and excluded EnLink operating statistics in 2024 as they were not meaningful to full-year 2024 operating results.
Selected Financial Results and Operating Information for the Year Ended Dec. 31, 2023 vs. 2022 - The consolidated and segment financial results and operating information for the year ended Dec. 31, 2023, compared with the year ended Dec. 31, 2022, are included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Annual Report on Form 10-K, which is available via the SEC’s website at www.sec.gov and our website at www.oneok.com.
Cash Flow Analysis for the Year Ended December 31, 2024 vs. 2023 - The cash flow analysis for the year ended December 31, 2024, compared with the year ended December 31, 2023, is included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Annual Report on Form 10-K, which is available via the SEC’s website at www.sec.gov and our website at www.oneok.com.
The following table sets forth the changes in cash flows by operating, investing and financing activities for the periods indicated: Years Ended Dec. 31, 2024 2023 2022 ( Millions of dollars ) Total cash provided by (used in): Operating activities $ 4,888 $ 4,421 $ 2,906 Investing activities (6,612) (6,404) (1,139) Financing activities 2,119 2,101 (1,693) Change in cash and cash equivalents 395 118 74 Cash and cash equivalents at beginning of period 338 220 146 Cash and cash equivalents at end of period $ 733 $ 338 $ 220 Operating Cash Flows - Operating cash flows are affected by earnings from our business activities and changes in our operating assets and liabilities.
The following table sets forth the changes in cash flows by operating, investing and financing activities for the periods indicated: Years Ended December 31, 2025 2024 2023 (Millions of dollars) Total cash provided by (used in): Operating activities $ 5,599 $ 4,888 $ 4,421 Investing activities (3,751) (6,612) (6,404) Financing activities (2,503) 2,119 2,101 Change in cash and cash equivalents (655) 395 118 Cash and cash equivalents at beginning of period 733 338 220 Cash and cash equivalents at end of period $ 78 $ 733 $ 338 Operating Cash Flows - Operating cash flows are affected by earnings from our business activities and changes in our operating assets and liabilities.
Pursuant to the EnLink Merger Agreement, each common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing.
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.
Net income increased 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 August 2023 $5.25 billion notes offering, the September 2024 $7.0 billion notes offering and the acquired debt balances from both the Magellan Acquisition in 2023 and the EnLink Controlling Interest Acquisition in 2024.
Net income and diluted EPS increased due primarily to the items discussed above, offset partially by higher interest expense due to higher debt balances resulting from the September 2024 $7.0 billion notes offering, the August 2025 $3.0 billion notes offering, the acquired debt balances from the EnLink Controlling Interest Acquisition in 2024 and increased short-term borrowings in 2025 and higher equity in net earnings from investments in 2024.
In February 2025, we amended and restated our $2.5 Billion Credit Agreement to increase the size to $3.5 billion, extend the term to February 2030 and make other non-material modifications. All other terms and conditions remain substantially the same.
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. In September 2025, we increased the size of our commercial paper program to $3.5 billion from $2.5 billion.
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: Financial Results Year Ended Dec. 31, 2024 Sept. 25 through Dec. 31, 2023 (a) ( Millions of dollars ) Product sales $ 2,258 $ 502 Transportation revenues 1,539 392 Storage, terminals and other revenues 663 177 Cost of sales and fuel (exclusive of depreciation and operating costs) (1,949) (450) Operating costs, excluding noncash compensation adjustments (857) (192) Adjusted EBITDA from unconsolidated affiliates 247 36 Other (9) — Adjusted EBITDA $ 1,892 $ 465 Capital expenditures $ 216 $ 52 (a) - T he year ended Dec. 31, 2023, includes results subsequent to the Magellan Acquisition.
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: Years Ended December 31, September 25 through December 31, 2025 vs. 2024 Financial Results 2025 2024 2023 (a) $ Increase (Decrease) (Millions of dollars) Product sales $ 10,631 $ 2,258 $ 502 8,373 Transportation revenues 1,733 1,539 392 194 Storage, terminals and other revenues 675 663 177 12 Cost of sales and fuel (exclusive of depreciation and operating costs) (10,171) (1,949) (450) 8,222 Operating costs, excluding noncash compensation adjustments (879) (857) (192) 22 Adjusted EBITDA from unconsolidated affiliates 166 247 36 (81) Other 22 (9) — 31 Adjusted EBITDA $ 2,177 $ 1,892 $ 465 285 Capital expenditures $ 752 $ 216 $ 52 536 (a) - T he year ended December 31, 2023, included results subsequent to the Magellan Acquisition.
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.
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.
Dividends - During 2024, we paid common stock dividends totaling $3.96 per share, an increase of 3.7% compared to the 2023 dividend of $3.82 per share. 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.
Dividends - During 2025, we paid common stock dividends totaling $4.12 per share, an increase of 4% compared to the 2024 dividend of $3.96 per share. In February 2026, we paid a quarterly common stock dividend of $1.07 per share ($4.28 per share on an annualized basis).
For a discussion of our capital expenditure financing, see “Capital Expenditures” in the “Liquidity and Capital Resources” section.
See “Capital Projects” in the “Recent Developments” section for more information on our capital projects. For a discussion of our capital expenditure financing, see “Capital Expenditures” in the “Liquidity and Capital Resources” section.
See discussion of our announced capital projects in the “Recent Developments” section. We expect total capital expenditures, excluding AFUDC and capitalized interest, of $2.8 - $3.2 billion in 2025.
See discussion of our announced capital projects in the “Recent Developments” section. We expect total capital expenditures of $2.7 - $3.2 billion in 2026.
Operating Information (a) Year Ended Dec. 31, 2024 Three Months Ended Dec. 31, 2023 Refined Products volume shipped ( MBbl/d ) 1,512 1,547 Crude oil volume shipped ( MBbl/d ) 783 808 (a) - Includes volumes for consolidated entities only and excludes Medallion and EnLink, as Medallion and EnLink operating statistics are not meaningful to full-year 2024 operating results.
Years Ended Three Months Ended December 31, December 31, Operating Information (a) 2025 2024 2023 Refined Products volumes shipped ( MBbl/d ) 1,526 1,512 1,547 Crude oil volumes shipped ( MBbl/d ) 1,784 783 808 (a) - Included volumes for consolidated entities only and excluded Medallion and EnLink operating statistics in 2024 as they were not meaningful to full-year 2024 operating results. 2025 vs. 2024 - Refined Products volumes shipped remained relatively unchanged.
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. 58 Table of Contents CASH FLOW ANALYSIS We use the indirect method to prepare our Consolidated Statements of Cash Flows.
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.
Diluted EPS decreased due primarily to the impact of the insurance settlement gain in 2023 related to the Medford incident . Capital expenditures increased due primarily to our capital projects. Please refer to the “Recent Developments” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report for additional information on our capital projects.
Capital expenditures increased 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 Annual Report for additional information on our capital projects.
Consolidated Operations Selected Financial Results - The following table sets forth certain selected financial results for the periods indicated: Years Ended Dec. 31, 2024 vs. 2023 2023 vs. 2022 Financial Results 2024 2023 2022 $ Increase (Decrease) ( Millions of dollars, except per share amounts ) Revenues Commodity sales $ 17,780 $ 15,614 $ 20,976 2,166 (5,362) Services and other 3,918 2,063 1,411 1,855 652 Total revenues 21,698 17,677 22,387 4,021 (4,710) Cost of sales and fuel (exclusive of items shown separately below) 13,311 11,929 17,910 1,382 (5,981) Operating costs 2,496 1,535 1,149 961 386 Depreciation and amortization 1,134 769 626 365 143 Transaction costs 73 158 — (85) 158 Other operating income, net (305) (786) (105) (481) 681 Operating income $ 4,989 $ 4,072 $ 2,807 917 1,265 Equity in net earnings from investments $ 439 $ 202 $ 148 237 54 Interest expense, net of capitalized interest $ (1,371) $ (866) $ (676) 505 190 Net income $ 3,112 $ 2,659 $ 1,722 453 937 Net income attributable to ONEOK $ 3,035 $ 2,659 $ 1,722 376 937 Diluted EPS $ 5.17 $ 5.48 $ 3.84 (0.31) 1.64 Adjusted EBITDA $ 6,784 $ 5,243 $ 3,620 1,541 1,623 Capital expenditures $ 2,021 $ 1,595 $ 1,202 426 393 49 Table of Contents 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.
See reconciliation of net income to adjusted EBITDA in the “Non-GAAP Financial Measures” subsection. 50 Table of C ontents Consolidated Operations Selected Financial Results - The following table sets forth certain selected financial results for the periods indicated: Years Ended December 31, 2025 vs. 2024 2024 vs. 2023 Financial Results 2025 2024 2023 $ Increase (Decrease) (Millions of dollars, except per share amounts) Revenues Commodity sales $ 28,878 $ 17,780 $ 15,614 11,098 2,166 Services and other 4,751 3,918 2,063 833 1,855 Total revenues 33,629 21,698 17,677 11,931 4,021 Cost of sales and fuel (exclusive of items shown separately below) 23,373 13,311 11,929 10,062 1,382 Operating costs 2,963 2,496 1,535 467 961 Depreciation and amortization 1,514 1,134 769 380 365 Transaction costs 81 73 158 8 (85) Other operating income, net (43) (305) (786) (262) (481) Operating income $ 5,741 $ 4,989 $ 4,072 752 917 Equity in net earnings from investments $ 386 $ 439 $ 202 (53) 237 Interest expense, net of capitalized interest $ (1,783) $ (1,371) $ (866) 412 505 Net income $ 3,462 $ 3,112 $ 2,659 350 453 Net income attributable to ONEOK $ 3,393 $ 3,035 $ 2,659 358 376 Diluted EPS $ 5.42 $ 5.17 $ 5.48 0.25 (0.31) Adjusted EBITDA $ 8,020 $ 6,784 $ 5,243 1,236 1,541 Capital expenditures $ 3,152 $ 2,021 $ 1,595 1,131 426 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.
Years Ended Dec. 31, Operating Information (a) 2024 2023 2022 Natural gas transportation capacity contracted ( MDth/d ) 8,176 7,743 7,428 Transportation capacity contracted 97 % 96 % 94 % (a) - Includes volumes for consolidated entities only and excludes EnLink, as EnLink operating statistics are not meaningful to full-year 2024 operating results. 2024 vs. 2023 - Natural gas transportation capacity contrac ted increased due primarily to the completion of expansion projects on our assets. 53 Table of Contents Refined Products and Crude Capital Projects - Our Refined Products and Crude segment invests in capital projects to transport, store and distribute Refined Products and crude oil primarily throughout the central United States.
Years Ended December 31, Operating Information (a) 2025 2024 2023 Natural gas transportation capacity contracted ( MDth/d ) 7,315 8,176 7,743 Transportation capacity contracted 91 % 97 % 96 % (a) - Included volumes for consolidated entities only and excluded EnLink operating statistics in 2024 as they were not meaningful to full-year 2024 operating results. 2025 vs. 2024 - Natural gas transportation capacity decreased due primarily to the interstate natural gas pipeline divestiture in 2024, offset partially by EnLink transportation capacity contracted included in 2025. 54 Table of C ontents Refined Products and Crude Capital Projects - Our Refined Products and Crude segment invests in capital projects to transport, store and distribute Refined Products and crude oil primarily throughout the central United States.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with Part I, Item 1, Business, our audited Consolidated Financial Statements and the Notes to Consolidated Financial Statements in this Annual Report. 46 Table of Contents 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 Annual Report for additional information.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with Part I, Item 1, Business, our audited Consolidated Financial Statements and the Notes to Consolidated Financial Statements in this Annual Report.
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.
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. One Big Beautiful Bill Act (OBBBA) - On July 4, 2025, the OBBBA was signed into law.
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 holds interests in its subsidiaries, which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries.
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.
(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.
(b) - 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. (c) - Our investments in Texas City Logistics and Eiger are accounted for using the equity method.
(b) - The year ended Dec. 31, 2023, includes $633 million related to the Medford incident, including a settlement gain of $779 million, offset partially by $146 million of third-party fractionation costs.
(c) - The year ended December 31, 2024, included a gain of $227 million from the interstate natural gas pipeline divestiture. (d) - The year ended December 31, 2023, included $633 million related to the Medford incident, including a settlement gain of $779 million, offset partially by $146 million of third-party fractionation costs.
Due to the Medallion Acquisition and EnLink Controlling Interest Acquisition, operating results for these two companies are included in our financial results beginning Nov. 1, 2024 and Oct. 15, 2024, respectively. 2024 vs. 2023 - Operating income increased $917 million primarily as a result of the following: • Natural Gas Gathering and Processing - an increase of $181 million due primarily to the operating income of EnLink, higher volumes in the Rocky Mountain region and the sale of certain non-strategic assets, offset partially by lower realized NGL prices, net of hedging, and higher operating costs; offset by • Natural Gas Liquids - a decrease of $564 million due primarily to an insurance settlement gain in 2023 related to the Medford incident and higher operating costs, offset partially by an increase in exchange services due primarily to higher volumes in the Rocky Mountain region and to the operating income of EnLink; offset by • Natural Gas Pipelines - an increase of $291 million due primarily to the interstate natural gas pipeline divestiture in 2024, higher transportation services and the operating income of EnLink; • Refined Products and Crude - an increase of $934 million due to a full year of operating income following the Magellan Acquisition in 2023 and the operating income of Medallion and EnLink in 2024; and • Consolidated Transaction Costs - a decrease of $85 million due primarily to higher transaction costs related to the Magellan Acquisition in 2023.
Due to the Medallion Acquisition and EnLink Controlling Interest Acquisition, operating results for these two companies are included in our financial results beginning November 1, 2024, and October 15, 2024, respectively. 2025 vs. 2024 - Operating income increased $752 million primarily as a result of the following: • Natural Gas Gathering and Processing - an increase of $469 million due primarily to the operating income of EnLink and higher volumes in the Mid-Continent and Rocky Mountain regions, offset partially by lower realized NGL prices, net of hedging, and the impact from the divestiture of certain nonstrategic assets in 2024; and • Natural Gas Liquids - an increase of $120 million due primarily to the operating income of EnLink, higher exchange services and higher optimization and marketing, offset partially by higher operating costs; offset by • Natural Gas Pipelines - a decrease of $104 million due primarily to the impact of the interstate natural gas pipeline divestiture in 2024, offset partially by the operating income of EnLink and higher optimization and marketing; offset by • Refined Products and Crude - an increase of $276 million due primarily to the operating income of Medallion and EnLink and lower operating costs.
As of Feb. 17, 2025, we have repurchased 1.675 million shares for $172 million under the program with cash on hand. The program will terminate upon completion of the repurchase of $2.0 billion of common stock or on Jan. 1, 2029, whichever occurs first.
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 year ended December 31, 2025, we repurchased $62 million of our outstanding common stock with cash on hand.
The following table sets forth our capital expenditures, excluding the equity portion of AFUDC, for the periods indicated: Capital Expenditures 2024 (a) 2023 2022 ( Millions of dollars ) Natural Gas Gathering and Processing $ 492 $ 448 $ 445 Natural Gas Liquids 987 818 581 Natural Gas Pipelines 258 228 123 Refined Products and Crude (b) 216 52 — Other 68 49 53 Total capital expenditures $ 2,021 $ 1,595 $ 1,202 (a) - Includes capital expenditures for EnLink and Medallion for the period Oct. 15, 2024, and Nov. 1, 2024, through Dec. 31, 2024, respectively.
The following table sets forth our capital expenditures, less allowance for equity funds used during construction, for the periods indicated: Capital Expenditures 2025 2024 (a) 2023 ( Millions of dollars ) Natural Gas Gathering and Processing $ 1,314 $ 492 $ 448 Natural Gas Liquids 758 987 818 Natural Gas Pipelines 237 258 228 Refined Products and Crude (b) 752 216 52 Other 91 68 49 Total capital expenditures $ 3,152 $ 2,021 $ 1,595 (a) - The year ended December 31, 2024, included capital expenditures for EnLink and Medallion for the period October 15, 2024, and November 1, 2024, through December 31, 2024, respectively.
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.
Spending on these projects will be recorded as contributions to unconsolidated affiliates. 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 completed in the first quarter of 2026.
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. 2024 vs. 2023 - Cash flows from operating activities, before changes in operating assets and liabilities increased $868 million for the year ended Dec. 31, 2024, compared with the same period in 2023, due primarily to the impact of the Magellan Acquisition in our Refined Products and Crude segment, as discussed in “Financial Results and Operating Information” offset partially by insurance proceeds received from the Medford settlement in 2023.
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. 2025 vs. 2024 - Cash flows from operating activities, before changes in operating assets and liabilities increased $1.0 billion for the year ended December 31, 2025, 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 $380 million for the year ended December 31, 2025, compared with a decrease of $43 million for the same period in 2024.
Interstate Natural Gas Pipeline Divestiture - On Nov. 19, 2024, we entered into a definitive agreement with DT Midstream, Inc. to sell three of our wholly owned interstate natural gas pipeline systems. On Dec. 31, 2024, we completed the sale and recognized a gain of $227 million.
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.
In 2024, we paid common stock dividends totaling $3.96 per share, an increase of 3.7% compared to the 2023 dividend of $3.82 per share. 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.
In 2025, we paid common stock dividends totaling $4.12 per share, an increase of 4% compared to the 2024 dividend of $3.96 per share.
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.
For additional information on our $3.5 Billion Credit Agreement, see Note G of the Notes to Consolidated Financial Statements in this Annual 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.
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.
Other 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.
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 existing and future senior unsecured indebtedness.
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.
Market conditions and seasonality can cause volume fluctuations in a single quarter that are not representative of full-year results. 54 Table of Contents 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: Years Ended Dec. 31, ( Unaudited ) 2024 2023 2022 Reconciliation of net income to adjusted EBITDA (Millions of dollars) Net income $ 3,112 $ 2,659 $ 1,722 Interest expense, net of capitalized interest 1,371 866 676 Depreciation and amortization 1,134 769 626 Income taxes 998 838 528 Adjusted EBITDA from unconsolidated affiliates (a) 532 264 — Equity in net earnings from investments (a) (439) (202) — Noncash compensation expense and other 76 49 68 Adjusted EBITDA (a)(b)(c)(d) $ 6,784 $ 5,243 $ 3,620 Reconciliation of segment adjusted EBITDA to adjusted EBITDA Segment adjusted EBITDA: Natural Gas Gathering and Processing $ 1,484 $ 1,244 $ 1,037 Natural Gas Liquids (b) 2,543 3,045 2,095 Natural Gas Pipelines (d) 900 559 488 Refined Products and Crude (e) 1,892 465 — Other (c) (35) (70) — Adjusted EBITDA (a)(b)(c)(d) $ 6,784 $ 5,243 $ 3,620 (a) - Beginning in 2023, we updated our calculation methodology of adjusted EBITDA to include adjusted EBITDA from our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net earnings from investments.
Crude oil volumes shipped increased in 2025 due primarily to incremental volumes from Medallion and EnLink. 55 Table of C ontents 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: Years Ended December 31, (Unaudited) 2025 2024 2023 Reconciliation of net income to adjusted EBITDA (Millions of dollars) Net income $ 3,462 $ 3,112 $ 2,659 Interest expense, net of capitalized interest 1,783 1,371 866 Depreciation and amortization 1,514 1,134 769 Income taxes 1,028 998 838 Adjusted EBITDA from unconsolidated affiliates 516 532 264 Equity in net earnings from investments (386) (439) (202) Noncash compensation expense and other (a) 103 76 49 Adjusted EBITDA (b)(c)(d) $ 8,020 $ 6,784 $ 5,243 Reconciliation of segment adjusted EBITDA to adjusted EBITDA Segment adjusted EBITDA: Natural Gas Gathering and Processing $ 2,138 $ 1,484 $ 1,244 Natural Gas Liquids (d) 2,779 2,543 3,045 Natural Gas Pipelines (c) 861 900 559 Refined Products and Crude (e) 2,177 1,892 465 Other (b) 65 (35) (70) Adjusted EBITDA (b)(c)(d) $ 8,020 $ 6,784 $ 5,243 (a) - The year ended December 31, 2025, included noncash transaction costs related primarily to the EnLink Acquisition of $16 million included within noncash compensation and other.
As of Feb. 17, 2025, no shares have been sold through our “at-the-market” equity program. 55 Table of Contents 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 swaps, see Note E of the Notes to Consolidated Financial Statements in this Annual Report.
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 D of the Notes to Consolidated Financial Statements in this Annual Report. Cash Management - At December 31, 2025, we had $78 million of cash and cash equivalents.
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: Years Ended Dec. 31, 2024 vs. 2023 2023 vs. 2022 Financial Results 2024 2023 2022 $ Increase (Decrease) ( Millions of dollars ) Transportation revenues $ 523 $ 423 $ 409 100 14 Storage revenues 161 159 130 2 29 Residue natural gas sales and other revenues 138 41 40 97 1 Cost of sales and fuel (exclusive of depreciation and operating costs) (112) (28) (25) 84 3 Operating costs, excluding noncash compensation adjustments (225) (194) (174) 31 20 Adjusted EBITDA from unconsolidated affiliates (a) 187 160 — 27 160 Equity in net earnings from investments (a) — — 108 — (108) Other 228 (2) — 230 (2) Adjusted EBITDA $ 900 $ 559 $ 488 341 71 Capital expenditures $ 258 $ 228 $ 123 30 105 (a) - Beginning in 2023, we updated our calculation methodology of adjusted EBITDA to include adjusted EBITDA from our unconsolidated affiliates, which resulted in an additional $42 million of adjusted EBITDA in 2023, and we have not restated prior periods. 2024 vs. 2023 - Adjusted EBITDA increased $341 million primarily as a result of the following: • an increase of $227 million due to the interstate natural gas pipeline divestiture; • an increase of $75 million in transportation services due primarily to higher firm and interruptible rates; • an increase of $41 million due to adjusted EBITDA from EnLink; and • an increase of $16 million in adjusted EBITDA from unconsolidated affiliates due primarily to increased volumes on Northern Border; offset by • an increase of $19 million in operating costs due primarily to planned asset maintenance and employee-related costs.
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: Years Ended December 31, 2025 vs. 2024 2024 vs. 2023 Financial Results 2025 2024 2023 $ Increase (Decrease) (Millions of dollars) Transportation revenues $ 423 $ 523 $ 423 (100) 100 Storage revenues 188 161 159 27 2 Residue natural gas sales and other revenues 1,235 138 41 1,097 97 Cost of sales and fuel (exclusive of depreciation and operating costs) (1,005) (112) (28) 893 84 Operating costs, excluding noncash compensation adjustments (224) (225) (194) (1) 31 Adjusted EBITDA from unconsolidated affiliates 244 187 160 57 27 Other — 228 (2) (228) 230 Adjusted EBITDA $ 861 $ 900 $ 559 (39) 341 Capital expenditures $ 237 $ 258 $ 228 (21) 30 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. 2025 vs. 2024 - Adjusted EBITDA decreased $39 million primarily as a result of the following: • a decrease of $359 million due to the interstate natural gas pipeline divestiture in 2024, offset by • an increase of $253 million due to adjusted EBITDA from EnLink; • an increase of $33 million due to optimization and marketing activity; • an increase of $14 million in storage services due primarily to increased storage volumes; and • an increase of $12 million in transportation services due primarily to higher transportation rates and volumes.
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.
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.
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.
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. 56 Table of C ontents 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 resource requirements.
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. 52 Table of Contents 2024 vs. 2023 - While exchange services earnings increased, volumes decreased in 2024 due primarily to the expiration of low-margin contracts in the prior year and lower volumes in the Permian Basin, offset partially by increased production in the Rocky Mountain region at higher fee rates.
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. 53 Table of C ontents 2025 vs. 2024 - Volumes increased in 2025 due primarily to incremental volumes from EnLink, higher ethane volumes in the Rocky Mountain region and higher volumes on short-term fractionation contracts in the Gulf Coast region, offset partially by lower ethane volumes in the Mid-Continent region.
The accounting for changes in the fair value of a derivative instrument depends on whether it qualifies and has been designated as part of a hedging relationship. When possible, we implement effective hedging strategies using derivative financial instruments that qualify as hedges for accounting purposes. We have not used derivative instruments for trading purposes.
When possible, we implement effective hedging strategies using derivative financial instruments that qualify as hedges for accounting purposes. We have not used derivative instruments for trading purposes.
Our dividend growth is due primarily to the increase in cash flows resulting from the growth of our operations.
Our dividend growth is due primarily to the increase in cash flows resulting from the growth of our operations. The quarterly stock dividend was paid on February 13, 2026, to shareholders of record at the close of business on February 2, 2026.
Material Commitments - We have material cash commitments related to our capital expenditures, senior notes and corresponding interest payments, which we expect to fund through our sources of cash inflows discussed above. Our senior notes and interest payments are discussed in Note H of the Notes to Consolidated Financial Statements in this Annual Report.
Our senior notes and interest payments are discussed in Note G of the Notes to Consolidated Financial Statements in this Annual Report. We also have cash commitments related to transportation, storage and other commercial contracts, as well as our financial and physical derivative obligations, which we expect to fund with cash from operations.
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.
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. For additional information on our most recent acquisitions, see Part II, Item 8, Note B of the Notes to Consolidated Financial Statements in this Annual Report.
Capital expenditures increased in 2024 due primarily to capital projects, which includes our MB-6 fractionator and pipeline expansion projects.
Capital expenditures decreased in 2025 due primarily to the completion of our MB-6 fractionator and pipeline expansion projects in 2024, offset partially by our Medford fractionator rebuild project.
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.
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 earnings from investments.
Capital Projects - Our primary capital projects are outlined in the table below: Project Scope Approximate Costs (a) Expected Completion Natural Gas Liquids (In millions) MB-6 fractionator 125 MBbl/d NGL fractionator in Mont Belvieu, Texas $550 Completed West Texas NGL pipeline expansion Increase capacity via pipeline looping in the Permian Basin $520 Completed 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) 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.
We expect the OBBBA to reduce our cash taxes beginning with the 2025 tax year; however, we do not anticipate the OBBBA to materially impact net income. 48 Table of C ontents Capital Projects - Our primary capital projects are outlined in the table below: Project Scope Approximate Cost (a) Expected Completion Natural Gas Gathering and Processing (In millions) Bighorn plant 300 MMcf/d processing plant with carbon dioxide treater in the Permian Basin $365 Mid-2027 Natural Gas Liquids Elk Creek pipeline expansion Increase capacity to 435 MBbl/d out of the Rocky Mountain region $355 Completed Medford fractionator Rebuild our 210 MBbl/d NGL fractionation facility in Medford, Oklahoma $485 (b) Texas City Logistics export terminal (c) 400 MBbl/d liquified 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 Natural Gas Pipelines Eiger Express Pipeline (c) 450-mile, 48-inch natural gas pipeline from the Permian Basin to Katy, Texas $350 Mid-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.
This change is due primarily to changes in our legal reserve liability as discussed in Note P of the Notes to Consolidated Financial Statements in this Annual Report, changes in risk management assets and liabilities and changes in accounts receivable resulting from the receipts of cash from counterparties and from inventory, both of which varies from period to period, and with changes in commodity prices.
This change is due primarily to changes in accounts receivable resulting from the growth of our operations and the timing of the receipt of cash from counterparties and from inventory, both of which vary from period to period, and with changes in commodity prices.
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 and contributions to unconsolidated affiliates. 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.
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 and contributions to unconsolidated affiliates and joint ventures.
Years Ended Dec. 31, Operating Information (a) 2024 2023 2022 Natural gas processed ( BBtu/d ) (b) 3,088 2,995 2,612 Average fee rate ( $/MMBtu ) $ 1.20 $ 1.17 $ 1.10 (a) - Includes volumes for consolidated entities only, and excludes EnLink, as EnLink operating statistics are not meaningful to full-year 2024 operating results.
Years Ended December 31, Operating Information 2025 2024 2023 Natural gas processed ( MMcf/d ) (a)(b) 5,588 2,317 2,249 (a) - Included volumes for consolidated entities only and excluded EnLink operating statistics for 2024 as they were not meaningful to full-year 2024 operating results.
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. In December 2024, we entered into an agreement to provide revolving unsecured loans to EnLink through a promissory note at an interest rate of 4.85% at Dec. 31, 2024.
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.
We may have working capital deficits in future periods as our long-term debt becomes current.
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.
Investing Cash Flows 2024 vs. 2023 - Cash used in investing activities for the year ended Dec. 31, 2024, increased $208 million, compared with the same period in 2023, due primarily to cash paid to acquire EnLink and Medallion, capital expenditures related to our capital projects in 2024 and insurance proceeds received from the Medford settlement in 2023, offset partially by proceeds received from the interstate natural gas pipeline divestiture.
Investing Cash Flows 2025 vs. 2024 - Cash used in investing activities for the year ended December 31, 2025, decreased $2.9 billion compared with the same period in 2024, due primarily to cash paid to acquire EnLink and Medallion in 2024, offset partially by proceeds received from the interstate natural gas pipeline divestiture in 2024, an increase in capital expenditures related to our capital projects in 2025 and cash paid for the BridgeTex Additional Interest Acquisition. 60 Table of C ontents Financing Cash Flows 2025 vs. 2024 - Cash from financing activities for the year ended December 31, 2025, decreased $4.6 billion compared with the same period in 2024, due primarily to the issuance of senior unsecured notes associated with acquisitions in 2024, increased extinguishment of long-term debt in 2025, cash paid for the Delaware Basin JV Acquisition and increased dividends paid in 2025, offset partially by the issuance of senior unsecured notes in August 2025 and an increase in short-term borrowings in 2025.
We expect to invest approximately $1.0 billion in these projects. 47 Table of Contents Market Condition - Earnings increased in 2024, compared with 2023, due primarily to a full year of earnings from our new Refined Products and Crude segment, higher NGL and natural gas processing volumes in the Rocky Mountain region and the impact of the interstate pipeline divestiture in the Natural Gas Pipelines segment.
We expect to invest a total of approximately $1.0 billion into these projects, which are expected to be completed in early 2028. Market Conditions - Earnings increased in 2025, compared with 2024, due primarily to a full year of earnings from EnLink and Medallion across our segments and higher NGL and natural gas processing volumes.
(b) - The year ended Dec. 31, 2023, includes capital expenditures for the period Sept. 25, 2023, through Dec. 31, 2023. Capital expenditures increased in 2024, compared with 2023, due primarily to our capital projects, including our MB-6 fractionator and the NGL and Refined Products and Crude pipeline expansion projects.
(b) - The year ended December 31, 2023, included capital expenditures for Magellan for the period September 25, 2023, through December 31, 2023. Capital expenditures increased in 2025, compared with 2024, due primarily to the timing of our large capital projects and routine capital projects associated with the growth of our operations.
For a discussion of our capital expenditure financing, see “Capital Expenditures” in the “Liquidity and Capital Resources” section. 50 Table of Contents 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: Years Ended Dec. 31, 2024 vs. 2023 2023 vs. 2022 Financial Results 2024 2023 2022 $ Increase (Decrease) ( Millions of dollars ) NGL and condensate sales $ 3,033 $ 2,479 $ 3,690 554 (1,211) Residue natural gas sales 1,203 1,398 2,674 (195) (1,276) Gathering, compression, dehydration and processing fees and other revenue 353 179 169 174 10 Cost of sales and fuel (exclusive of depreciation and operating costs) (2,600) (2,364) (5,117) 236 (2,753) Operating costs, excluding noncash compensation adjustments (583) (448) (386) 135 62 Adjusted EBITDA from unconsolidated affiliates (a) 3 1 — 2 1 Equity in net earnings from investments (a) — — 5 — (5) Other 75 (1) 2 76 (3) Adjusted EBITDA $ 1,484 $ 1,244 $ 1,037 240 207 Capital expenditures $ 492 $ 448 $ 445 44 3 (a) - Beginning in 2023, we updated our calculation methodology of adjusted EBITDA to include adjusted EBITDA from our unconsolidated affiliates, which resulted in an additional $3 million of adjusted EBITDA in 2023, and we have not restated prior periods.
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: Years Ended December 31, 2025 vs. 2024 2024 vs. 2023 Financial Results 2025 2024 2023 $ Increase (Decrease) (Millions of dollars) NGL and condensate sales $ 4,372 $ 3,033 $ 2,479 1,339 554 Residue natural gas sales 2,137 1,203 1,398 934 (195) Gathering, compression, dehydration and processing fees and other revenue 1,175 353 179 822 174 Cost of sales and fuel (exclusive of depreciation and operating costs) (4,617) (2,600) (2,364) 2,017 236 Operating costs, excluding noncash compensation adjustments (960) (583) (448) 377 135 Adjusted EBITDA from unconsolidated affiliates 5 3 1 2 2 Other 26 75 (1) (49) 76 Adjusted EBITDA $ 2,138 $ 1,484 $ 1,244 654 240 Capital expenditures $ 1,314 $ 492 $ 448 822 44 Changes in commodity prices and sales volumes affect both revenue and cost of sales and fuel and, therefore, the impact is largely offset between these line items. 2025 vs. 2024 - Adjusted EBITDA increased $654 million primarily as a result of the following: • an increase of $740 million due to adjusted EBITDA from EnLink; and • an increase of $99 million from higher volumes due primarily to increased production in the Mid-Continent and Rocky Mountain regions; offset by • a decrease of $122 million due to lower realized prices, primarily NGL prices, net of hedging; and • a decrease of $81 million from the divestiture of certain nonstrategic assets in 2024.
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. 2024 vs. 2023 - Adjusted EBITDA increased $1,427 million as a result of the following: • an increase of $1,354 million due to a full-year of operating results following the Magellan Acquisition, which includes a non-recurring increase in adjusted EBITDA from unconsolidated affiliates of $88 million due primarily to BridgeTex; and • an increase of $73 million due to adjusted EBITDA from Medallion and EnLink.
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. 2025 vs. 2024 - Adjusted EBITDA increased $285 million primarily as a result of the following: • an increase of $295 million due to adjusted EBITDA from Medallion and EnLink; • a decrease of $55 million in operating costs due primarily to $40 million of lower outside services and $13 million of lower property taxes; and • an increase of $28 million due primarily to the sale of environmental credits generated by our liquids blending business; offset by • a decrease of $81 million in adjusted EBITDA from unconsolidated affiliates due primarily to lower earnings on BridgeTex associated with the nonrecurring recognition of deferred revenue in 2024; and • a decrease of $10 million in optimization and marketing due primarily to lower liquids blending margins.
We also have cash commitments related to transportation, storage and other commercial contracts, as well as our financial and physical derivative obligations, which we expect to fund with cash from operations. 57 Table of Contents 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.
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.
Natural Gas Gathering and Processing Capital Projects - Our Natural Gas Gathering and Processing segment invests in capital projects in natural gas and NGL-rich areas across key basins where we operate. See “Capital Projects” in the “Recent Developments” section for more information on our capital projects.
Natural Gas Gathering and Processing Capital Projects - Our Natural Gas Gathering and Processing segment invests in capital projects in natural gas and NGL-rich areas across key basins where we operate. Our growth strategy is focused on providing solutions to producer customers that expand our presence within our key operating regions.
Natural Gas Pipelines Capital Projects - Our Natural Gas Pipelines segment invests in capital projects that provide transportation and storage services to end users. We recently reactivated previously idled storage facilities with 3 Bcf of working gas storage capacity in Texas.
Natural Gas Pipelines Capital Projects - Our Natural Gas Pipelines segment invests in capital projects that provide transportation and services to end users. Our growth strategy is focused on expanding our transportation and storage capacity and services by connecting residue natural gas supply to demand markets and end users.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

14 edited+2 added−2 removed13 unchanged
Biggest changeTreasury locks are agreements to pay the difference between the benchmark Treasury rate and the rate that is designated in the terms of the agreement. In the third quarter of 2024, we entered into $1.5 billion of Treasury locks to hedge the variability of interest payments on a portion of our forecasted debt issuances.
Biggest changeIn the third quarter and second quarter of 2025, we entered into $300 million notional quantity and $700 million notional quantity, respectively, of Treasury locks to hedge the variability of interest payments on a portion of our forecasted debt issuances.
COMMODITY PRICE RISK As part of our hedging strategy, we use commodity derivative financial instruments and physical-forward contracts described in Note E of the Notes to Consolidated Financial Statements in this Annual Report to reduce the impact of near-term price fluctuations of natural gas, NGLs, Refined Products, condensate and crude oil.
COMMODITY PRICE RISK As part of our hedging strategy, we use commodity derivative financial instruments and physical-forward contracts described in Note D of the Notes to Consolidated Financial Statements in this Annual Report to reduce the impact of near-term price fluctuations of natural gas, NGLs, Refined Products, condensate and crude oil.
We also earn sales revenue on the downstream sales of Purity NGLs. In 2024, excluding EnLink, and 2023, approximately 90% and 85%, respectively of this segment’s commodity sales were made to customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral.
We also earn sales revenue on the downstream sales of Purity NGLs. In 2025 and 2024, excluding EnLink in 2024, approximately 95% and 90%, respectively, of this segment’s commodity sales were made to customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral.
In 2024, excluding EnLink, and 2023, approximately 85% and 90%, respectively, of the downstream commodity sales in our Natural Gas Gathering and Processing segment were made to customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral.
In 2025 and 2024, excluding EnLink in 2024, approximately 75% and 85%, respectively, of the downstream commodity sales in our Natural Gas Gathering and Processing segment were made to customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral.
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. As a result of our recent acquisitions, we now transact with the counterparties of EnLink and Medallion.
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 adversely impact our results of operations. Following our acquisitions in 2024, we now transact with the counterparties of EnLink and Medallion.
Future increases in commercial paper rates or bond rates could expose us to increased interest 62 Table of Contents costs on future borrowings. We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps.
Future increases in commercial paper rates or bond yields could expose us to increased interest costs on future borrowings. We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps.
The following table presents the effect a hypothetical 10% change in the underlying commodity prices would have on the estimated fair value of our commodity derivative instruments as of the dates indicated: Commodity Contracts Dec. 31, 2024 Dec. 31, 2023 ( Millions of dollars ) Refined Products, crude oil and NGLs $ 61 $ 67 Natural gas 9 5 Total change in estimated fair value of commodity contracts $ 70 $ 72 Our sensitivity analysis represents an estimate of the reasonably possible gains and losses that would be recognized on our commodity derivative contracts assuming hypothetical movements in future market prices and is not necessarily indicative of actual results that may occur.
The following table presents the effect a hypothetical 10% change in the underlying commodity prices would have on the estimated fair value of our commodity derivative instruments as of the dates indicated: December 31, Commodity Contracts 2025 2024 ( Millions of dollars ) Refined Products, crude oil and NGLs $ 80 $ 61 Natural gas 9 9 Total change in estimated fair value of commodity contracts $ 89 $ 70 Our sensitivity analysis represents an estimate of the reasonably possible gains and losses that would be recognized on our commodity derivative contracts assuming hypothetical movements in future market prices and is not necessarily indicative of actual results that may occur.
See Note E of the Notes to Consolidated Financial Statements in this Annual Report for more information on our hedging activities. 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.
See Note D of the Notes to Consolidated Financial Statements in this Annual Report for more information on our hedging activities. 63 Table of C ontents 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.
We are exposed to market risk due to commodity price and interest-rate volatility. Market risk is the risk of loss arising from adverse changes in market rates and prices. We may use financial instruments, including forward sales, swaps, options and futures, to manage the risks of certain identifiable or anticipated transactions and achieve more predictable cash flows.
Market risk is the risk of loss arising from adverse changes in market rates and prices. We may use financial instruments, including forward sales, swaps, options and futures, to manage the risks of certain identifiable or anticipated transactions and achieve more predictable cash flows.
Our views on market risk are not necessarily indicative of actual results that may occur and do not represent the maximum possible gains and losses that may occur since actual gains and losses will differ from those estimated based on actual fluctuations in interest rates or commodity prices and the timing of transactions.
Our views on market risk are not necessarily indicative of actual results that may occur and do not represent the maximum possible gains and losses that may occur since actual gains and losses will differ from those estimated based on actual fluctuations in interest rates or commodity prices and the timing of transactions. 62 Table of C ontents We are exposed to market risk due to commodity price and interest-rate volatility.
In 2024, excluding EnLink and Medallion, and the fourth quarter of 2023, approximately 70% of our revenues in this segment were 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. 63 Table of Contents
In 2025 and 2024, excluding EnLink and Medallion in 2024, approximately 85% and 70%, respectively, of our revenues in this segment were 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. 64 Table of C ontents
In 2024, excluding EnLink, and 2023, approximately 90% of our revenues in this segment were from customers rated investment grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral. In addition, the majority of our Natural Gas Pipelines segment’s pipeline tariffs provide us the ability to require security from shippers.
In 2025 and 2024, excluding EnLink in 2024, approximately 80% and 90%, respectively, of our revenues in this segment were from customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral.
In the same quarter, we settled all of our $1.5 billion Treasury locks related to our underwritten public offering of $7.0 billion senior unsecured notes associated with the EnLink Controlling Interest Acquisition and Medallion Acquisition. All of our Treasury locks were designated as cash flow hedges.
In the third quarter of 2025, we settled all of the outstanding $1.0 billion notional quantity of Treasury locks in connection with our underwritten public offering of $3.0 billion senior unsecured notes in August 2025. All of our Treasury locks were designated as cash flow hedges.
Refined Products and Crude - Our Refined Products and Crude segment’s customers include refiners, wholesalers, retailers, traders, railroads, airlines and regional farm cooperatives.
In addition, the majority of our pipeline tariffs in this segment provide us the ability to require security from shippers. Refined Products and Crude - Our Refined Products and Crude segment’s customers include refiners, wholesalers, retailers, traders, railroads, airlines and regional farm cooperatives.
Removed
At Dec. 31, 2024, and Dec. 31, 2023, we had no outstanding Treasury lock agreements. Interest-rate swaps are agreements to exchange interest payments at some future point based on specified notional amounts. EnLink previously entered into $400 million interest rate swaps associated with the EnLink Revolving Credit Facility and the EnLink AR Facility.
Added
Treasury locks are agreements to pay the difference between the benchmark Treasury rate and the rate that is designated in the terms of the agreement.
Removed
In December 2024, EnLink terminated the $400 million interest rate swaps upon repayment of outstanding amounts under the EnLink Revolving Credit Facility and termination of the EnLink AR Facility. At Dec. 31, 2024, and Dec. 31, 2023, we had no outstanding interest-rate swap agreements.
Added
At December 31, 2025, and December 31, 2024, we had no outstanding interest-rate derivative instruments.

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