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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2025.
OR
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________.

Commission file number   001-13643

okelogoa81.jpg
ONEOK, Inc.
(Exact name of registrant as specified in its charter)

Oklahoma73-1520922
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
 
100 West Fifth Street,
Tulsa,OK74103
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code  (918) 588-7000

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value of $0.01OKENew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer   Accelerated filer   Non-accelerated filer   Smaller reporting company    Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

On April 21, 2025, the Company had 624,632,479 shares of common stock outstanding.


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ONEOK, Inc.
TABLE OF CONTENTS
Page No.
 
 
 
 
 
 
     B. Acquisitions
     E. Debt
     F. Equity
     K. Revenues
     L. Segments
 
As used in this Quarterly Report, references to “ONEOK,” “we,” “our” or “us” refer to ONEOK, Inc., an Oklahoma corporation, and its predecessors and subsidiaries, including Magellan, EnLink and Medallion, unless the context indicates otherwise.

The statements in this Quarterly Report that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements. Forward-looking statements may include words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “projects,” “scheduled,” “should,” “target,” “will,” “would” and other words and terms of similar meaning. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements” and Part II, Item 1A, “Risk Factors,” in this Quarterly Report, and under Part I, Item 1A, “Risk Factors,” in our Annual Report.
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GLOSSARY
The abbreviations, acronyms and industry terminology used in this Quarterly Report are defined as follows:
$2.5 Billion Credit AgreementONEOK’s $2.5 billion amended and restated revolving credit agreement, replaced by the $3.5 Billion Credit Agreement
$3.5 Billion Credit AgreementONEOK’s $3.5 billion amended and restated revolving credit agreement
AFUDCAllowance for funds used during construction
Annual ReportAnnual Report on Form 10-K for the year ended December 31, 2024
AscensionAscension Pipeline Company, LLC, a 50% owned joint venture
BblBarrels, 1 barrel is equivalent to 42 United States gallons
BcfBillion cubic feet
BridgeTex BridgeTex Pipeline Company, LLC, a 30% owned joint venture
Delaware Basin JVDelaware G&P LLC, a 50.1% owned joint venture
EBITDAEarnings before interest expense, income taxes, depreciation and amortization
EnLinkEnLink Midstream, LLC, and after the EnLink Acquisition, Elk Merger Sub II, L.L.C., a wholly owned subsidiary of ONEOK
EnLink Acquisition
The transaction completed on January 31, 2025, pursuant to which ONEOK acquired all of the publicly held EnLink Units in a tax-free transaction, pursuant to the EnLink Merger Agreement
EnLink Controlling Interest AcquisitionThe transaction completed on October 15, 2024, pursuant to which ONEOK acquired (i) approximately 43% of the outstanding EnLink Units and (ii) all of the outstanding limited liability company interests in EnLink Midstream Manager, LLC, pursuant to the EnLink Purchase Agreement
EnLink Merger AgreementAgreement and Plan of Merger, dated as of November 24, 2024, by and among ONEOK, Inc., Elk Merger Sub I, LLC., Elk Merger Sub II LLC., EnLink and EnLink Midstream Manager, LLC
EnLink PartnersEnLink Midstream Partners, LP, a wholly owned subsidiary of ONEOK
EnLink Purchase AgreementPurchase agreement, dated August 28, 2024, by and among ONEOK, GIP III Stetson I, L.P., GIP III Stetson II, L.P. and EnLink Midstream Manager, LLC
EnLink Revolving Credit Facility
EnLink’s $1.4 billion unsecured credit facility
EnLink Units
Common units representing limited liability company interests in EnLink
EPSEarnings per share of common stock
ESGEnvironmental, social and governance
Exchange ActSecurities Exchange Act of 1934, as amended
FERCFederal Energy Regulatory Commission
FitchFitch Ratings, Inc.
GAAPAccounting principles generally accepted in the United States of America
GIP
Global Infrastructure Partners and certain of its managed fund vehicles, including GIP III Stetson I, L.P., GIP III Stetson II, L.P., GIP III Trophy GP 2, GIP III Trophy Acquisition
Intermediate PartnershipONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of ONEOK
MagellanMagellan Midstream Partners, L.P., a wholly owned subsidiary of ONEOK
MatterhornMatterhorn Express, a 15% owned joint venture
MBbl/dThousand barrels per day
MBTC PipelineMBTC Pipeline LLC, an 80% owned joint venture
MDth/dThousand dekatherms per day
MedallionGIP III Trophy Intermediate Holdings, L.P., and after the Medallion Acquisition, Medallion Parent Holdings, L.L.C, a wholly owned subsidiary of ONEOK
Medallion AcquisitionThe transaction completed on October 31, 2024, pursuant to which ONEOK (i) became general partner of Medallion and (ii) acquired all of the issued and outstanding limited partner interests in Medallion from GIP
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MMBblMillion barrels
MMcf/dMillion cubic feet per day
Moody’sMoody’s Investors Service, Inc.
MPLXMPLX LP
NGL(s)Natural gas liquid(s)
Northern BorderNorthern Border Pipeline Company, a 50% owned joint venture
ONEOKONEOK, Inc.
ONEOK PartnersONEOK Partners, L.P., a wholly owned subsidiary of ONEOK
Overland Pass
Overland Pass Pipeline Company, LLC, a 50% owned joint venture
Purity NGLs
Marketable natural gas liquid purity products, such as ethane, ethane/propane mix, propane, iso-butane, normal butane and natural gasoline
Quarterly Report(s)Quarterly Report(s) on Form 10-Q
Refined ProductsThe output from crude oil refineries, including products such as gasoline, diesel fuel, aviation fuel, kerosene and heating oil
Roadrunner
Roadrunner Gas Transmission, LLC, a 50% owned joint venture
S&PS&P Global Ratings
Saddlehorn
Saddlehorn Pipeline Company, LLC, a 40% owned joint venture
SECSecurities and Exchange Commission
Series B Preferred UnitsEnLink Partners’ Series B Cumulative Convertible Preferred Units
Series E Preferred StockSeries E Non-Voting, Perpetual Preferred Stock, par value $0.01 per share
Texas City Logistics
Texas City Logistics, LLC, a 50% owned joint venture
XBRLeXtensible Business Reporting Language

INFORMATION AVAILABLE ON OUR WEBSITE

We make available, free of charge, on our website (www.oneok.com) copies of our Annual Reports on Form 10-K, Quarterly Reports, Current Reports on Form 8-K, Proxy Statements, amendments to those reports filed or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act and reports of holdings of our securities filed by our officers and directors under Section 16 of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC. Copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Director Independence Guidelines, Corporate Sustainability Report and the written charters of our Board Committees also are available on our website, and we will provide copies of these documents upon request.

In addition to our filings with the SEC and materials posted on our website, we also use social media platforms as additional channels of distribution to reach public investors. Information contained on our website or posted on our social media accounts, including any corresponding applications, are not incorporated by reference into this report.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
 Three Months Ended
 March 31,
(Unaudited)
20252024
 
(Millions of dollars, except per share amounts)
Revenues
Commodity sales$6,912 $3,928 
Services and other1,131853
Total revenues (Note K)
8,0434,781
Cost of sales and fuel (exclusive of items shown separately below)5,6552,897
Operations and maintenance655483
Depreciation and amortization380254
General taxes9786
Transaction costs (Note B)
423
Other operating income, net(6)(6)
Operating income1,2201,064
Equity in net earnings from investments (Note I)
10876
Other income, net
27
Interest expense (net of capitalized interest of $10 and $12, respectively)
(442)(300)
Income before income taxes888847
Income taxes(197)(208)
Net income691639
Less: Net income attributable to noncontrolling interests(55)
Net income attributable to ONEOK636639
Less: Preferred stock dividends
Net income available to common shareholders$636 $639 
Basic EPS (Note H)
$1.04 $1.09 
Diluted EPS (Note H)
$1.04 $1.09 
Average shares (millions)
Basic611.4 584.2 
Diluted612.5 585.7 
See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 Three Months Ended
 March 31,
(Unaudited)
20252024
(Millions of dollars)
Net income$691 $639 
Other comprehensive income (loss), net of tax
Change in fair value of derivatives, net of tax of $11 and $22, respectively
(37)(75)
Derivative amounts reclassified to net income, net of tax of $(3) and $6, respectively
10 (21)
Changes in benefit plan obligations and other, net of tax of $— and $—, respectively
 
Total other comprehensive loss, net of tax(27)(95)
Comprehensive income664 544 
Less: Comprehensive income attributable to noncontrolling interests(55)— 
Comprehensive income attributable to ONEOK$609 $544 
See accompanying Notes to Consolidated Financial Statements.
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ONEOK, Inc. and Subsidiaries  
CONSOLIDATED BALANCE SHEETS 
March 31, December 31,
(Unaudited)
20252024
Assets
(Millions of dollars)
Current assets  
Cash and cash equivalents$141 $733 
Accounts receivable, net2,651 2,326 
Inventories905 748 
Other current assets419 431 
Total current assets4,116 4,238 
Property, plant and equipment
Property, plant and equipment52,888 52,274 
Accumulated depreciation and amortization6,658 6,339 
Net property, plant and equipment46,230 45,935 
Other assets
Investments in unconsolidated affiliates2,405 2,316 
Goodwill8,094 8,091 
Intangible assets, net3,002 3,039 
Other assets416 450 
Total other assets13,917 13,896 
Total assets$64,263 $64,069 
Liabilities and equity
Current liabilities
Current maturities of long-term debt (Note E)
$2,059 $1,059 
Short-term borrowings (Note E)
200 — 
Accounts payable2,437 2,187 
Commodity imbalances319 260 
Accrued interest461 511 
Other current liabilities707 702 
Total current liabilities6,183 4,719 
Long-term debt, excluding current maturities
29,781 31,018 
Deferred credits and other liabilities
Deferred income taxes5,591 5,451 
Other deferred credits588 748 
Total deferred credits and other liabilities6,179 6,199 
Commitments and contingencies (Note J)
Equity (Note F)
Preferred stock, $0.01 par value:
 authorized and issued 20,000 shares at March 31, 2025, and December 31, 2024
 — 
Common stock, $0.01 par value:
 authorized 1,200,000,000 shares; issued 651,056,373 shares and outstanding 624,626,545 shares at
 March 31, 2025; issued 609,713,834 shares and outstanding 583,110,633 shares at December 31, 2024
7 
Paid-in capital20,721 16,354 
Accumulated other comprehensive loss(123)(96)
Retained earnings1,569 1,579 
Treasury stock, at cost: 26,429,828 shares at March 31, 2025, and 26,603,201 shares at
  December 31, 2024
(810)(807)
Total ONEOK shareholders’ equity21,364 17,036 
Noncontrolling interests in consolidated subsidiaries756 5,097 
Total equity22,120 22,133 
Total liabilities and equity$64,263 $64,069 
See accompanying Notes to Consolidated Financial Statements.

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ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
(Unaudited)20252024
(Millions of dollars)
Operating activities
Net income$691 $639 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization380 254 
Equity in net earnings from investments (Note I)(108)(76)
Distributions received from unconsolidated affiliates101 78 
Deferred income taxes170 180 
Other, net14 23 
Changes in assets and liabilities:
Accounts receivable(322)
Inventories, net of commodity imbalances(113)(179)
Accounts payable281 (29)
Risk-management assets and liabilities(34)(144)
Other assets and liabilities, net(156)(156)
Cash provided by operating activities904 596 
Investing activities
Capital expenditures (less allowance for equity funds used during construction)(629)(512)
Purchases of and contributions to unconsolidated affiliates (82)(92)
Other, net17 26 
Cash used in investing activities(694)(578)
Financing activities
Dividends paid(643)(578)
Short-term borrowings, net200 320 
Repurchase of common stock(30)— 
Repayment of long-term debt (Note E)(250)— 
Other, net(79)(33)
Cash used in financing activities(802)(291)
Change in cash and cash equivalents(592)(273)
Cash and cash equivalents at beginning of period733 338 
Cash and cash equivalents at end of period$141 $65 
See accompanying Notes to Consolidated Financial Statements.

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ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
ONEOK Shareholder's Equity
(Unaudited)Preferred StockCommon StockPaid-in CapitalAOCL*Retained EarningsTreasury StockNoncontrolling InterestTotal Equity
(Millions of dollars)
January 1, 2025$— $$16,354 $(96)$1,579 $(807)$5,097 $22,133 
Net income    636  55 691 
Other comprehensive loss   (27)   (27)
Preferred stock dividends - $13.75 per share
        
Common stock issued  (21)  14  (7)
Common stock dividends - $1.03 per share (Note F)
    (645)  (645)
Repurchase of common stock     (17) (17)
EnLink Acquisition (Note B) 1 4,377    (4,378) 
Distributions to noncontrolling interests      (25)(25)
Contributions from noncontrolling interests      4 4 
Other, net  11  (1) 3 13 
March 31, 2025$ $7 $20,721 $(123)$1,569 $(810)$756 $22,120 
*Accumulated other comprehensive loss



(Unaudited)Preferred StockCommon StockPaid-in CapitalAOCL*Retained EarningsTreasury StockTotal Equity
(Millions of dollars)
January 1, 2024$— $$16,320 $(33)$868 $(677)$16,484 
Net income— — — — 639 — 639 
Other comprehensive loss— — — (95)— — (95)
Preferred stock dividends - $13.75 per share
— — — — — — — 
Common stock issued— — (8)— — 14 
Common stock dividends - $0.99 per share
— — — — (579)— (579)
Other, net— — (9)— (1)— (10)
March 31, 2024$— $$16,303 $(128)$927 $(663)$16,445 
*Accumulated other comprehensive loss

See accompanying Notes to Consolidated Financial Statements.
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ONEOK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

A.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our accompanying unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC. These statements have been prepared in accordance with GAAP and reflect all adjustments that, in our opinion, are necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The 2024 year-end Consolidated Balance Sheet data was derived from our audited Consolidated Financial Statements but does not include all disclosures required by GAAP. These unaudited Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements in our Annual Report.

Recently Issued Accounting Standards Update - Changes to GAAP are established by the Financial Accounting Standards Board (FASB) in the form of Accounting Standards Updates (ASUs) to the FASB Accounting Standards Codification. We consider the applicability and impact of all ASUs. ASUs not discussed herein or in our Annual Report were assessed and determined to be either not applicable or clarifications of ASUs previously issued. There have been no new accounting pronouncements that have become effective or have been issued that are of significance or potential significance to us during the quarter, and no material updates to recently issued standards disclosed in our Annual Report.

B.    ACQUISITIONS

EnLink Acquisition - On January 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, each publicly held common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing. We issued 41 million shares of common stock, with a fair value of $4.0 billion. As a result of the completion of the EnLink Acquisition, common units of EnLink are no longer publicly traded, and EnLink is now a wholly owned subsidiary.

As we controlled EnLink at December 31, 2024, prior to the EnLink Acquisition, the change in our ownership interest was accounted for as an equity transaction. The carrying value of the noncontrolling interest in consolidated subsidiaries at the acquisition date was $4.4 billion. The difference between the equity consideration and the carrying value of the noncontrolling interest in consolidated subsidiaries at the acquisition date was recognized as an adjustment to paid-in capital.

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

Common stock$
Paid-in capital$4,377 
Noncontrolling interests in consolidated subsidiaries$(4,378)

EnLink Controlling Interest Acquisition - On October 15, 2024, we completed the EnLink Controlling Interest Acquisition. We accounted for this acquisition using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Any excess of consideration to be transferred over the estimated fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining the fair value of acquired assets and liabilities assumed requires management to make estimates, assumptions and judgments, and in some cases, management may also utilize third-party specialists to assist and advise on those estimates. During the three months ended March 31, 2025, there were no material changes to the preliminary purchase price allocation disclosed in our Annual Report.

Medallion Acquisition - On October 31, 2024, we completed the Medallion Acquisition. We accounted for this acquisition using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Any excess of consideration to be transferred over the estimated fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining the fair value of acquired assets and liabilities assumed requires management to make estimates, assumptions and judgments, and in some cases, management may also utilize third-party specialists to assist and advise on those estimates. During the three months ended March 31, 2025, there were no material changes to the preliminary purchase price allocation disclosed in our Annual Report.

10

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

C.    FAIR VALUE MEASUREMENTS

Determining Fair Value - For our fair value measurements, we utilize market prices, third-party pricing services, present value methods and standard option valuation models to determine the price we would receive from the sale of an asset or the transfer of a liability in an orderly transaction at the measurement date. We measure the fair value of a group of financial assets and liabilities consistent with how a market participant would price the net risk exposure at the measurement date. Determining the appropriate classification of our fair value measurements within the fair value hierarchy requires management’s judgment regarding the degree to which market data is observable or corroborated by observable market data. We categorize derivatives based on the lowest level input that is significant to the fair value measurement in its entirety. Our valuation techniques and inputs are consistent with those discussed in Note A of the Notes to Consolidated Financial Statements in our Annual Report.

Recurring Fair Value Measurements - The following tables set forth our recurring fair value measurements as of the dates indicated:
March 31, 2025
Level 1Level 2Level 3Total - GrossNetting (a)Total - Net
(Millions of dollars)
Derivative assets
Commodity contracts$44 $37 $ $81 $(81)$ 
Total derivative assets$44 $37 $ $81 $(81)$ 
Derivative liabilities
Commodity contracts$(63)$(73)$ $(136)$130 $(6)
Total derivative liabilities$(63)$(73)$ $(136)$130 $(6)
(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis. We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us. At March 31, 2025, we held no cash and posted cash of $94 million with a counterparty, including $49 million of cash collateral that is offsetting derivative net liability positions under master-netting arrangements in the table above. The remaining $45 million of cash collateral in excess of derivative liability positions is included in other current assets in our Consolidated Balance Sheets.

December 31, 2024
Level 1Level 2Level 3Total - GrossNetting (a)Total - Net
(Millions of dollars)
Derivative assets
Commodity contracts$41 $34 $— $75 $(72)$
Total derivative assets$41 $34 $— $75 $(72)$
Derivative liabilities
Commodity contracts$(40)$(46)$— $(86)$81 $(5)
Total derivative liabilities$(40)$(46)$— $(86)$81 $(5)
(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis. We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us. At December 31, 2024, we held no cash and posted cash of $45 million with a counterparty, including $10 million of cash collateral that is offsetting derivative net liability positions under master-netting arrangements in the table above. The remaining $35 million of cash collateral in excess of derivative liability positions is included in other current assets in our Consolidated Balance Sheets.

Other Financial Instruments - The approximate fair value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings is equal to book value due to the short-term nature of these items. Our cash and cash equivalents are composed of bank and money market accounts and are classified as Level 1. Our short-term borrowings are classified as Level 2 since the estimated fair value of the short-term borrowings can be determined using information available in the commercial paper market. We have investments associated with our supplemental executive retirement plan and nonqualified deferred compensation plan that are carried at fair value and primarily are composed of mutual funds, municipal bonds and other fixed income securities classified as Level 1 and Level 2.

11

The estimated fair value of our consolidated long-term debt, including current maturities, was $30.7 billion and $30.8 billion at March 31, 2025, and December 31, 2024, respectively. The book value of our consolidated long-term debt, including current maturities, was $31.8 billion and $32.1 billion at March 31, 2025, and December 31, 2024, respectively. The estimated fair value of the aggregate senior notes outstanding was determined using quoted market prices for similar issues with similar terms and maturities. The estimated fair value of our consolidated long-term debt is classified as Level 2.

D.    RISK-MANAGEMENT AND HEDGING ACTIVITIES USING DERIVATIVES

Risk-management Activities - We are sensitive to changes in the prices of natural gas, NGLs, Refined Products and crude oil, principally as a result of contractual terms under which these commodities are processed, purchased and sold. We are also subject to the risk of interest-rate fluctuation in the normal course of business. We use physical-forward purchases and sales and financial derivatives to secure a certain price for a portion of our natural gas, NGLs, Refined Products, condensate and crude oil purchases and sales; to reduce our exposure to commodity price and interest-rate fluctuations; and to achieve more predictable cash flows. Additionally, we may use physical-forward purchases and financial derivatives to reduce commodity price risk associated with power and natural gas used to operate our facilities. We follow established policies and procedures to assess risk and approve, monitor and report our risk-management activities. We have not used these instruments for trading purposes.

Commodity price risk - Commodity price risk refers to the risk of loss in cash flows and future earnings arising from adverse changes in the price of natural gas, NGLs, Refined Products and crude oil. We may use commodity derivative instruments to reduce the near-term commodity price risk associated with a portion of our forecasted purchases and sales of commodities. Our exposure to commodity price risk is consistent with that discussed in our Annual Report.

Interest-rate risk - We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps. At both March 31, 2025, and December 31, 2024, we had no outstanding interest-rate derivative instruments.

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

March 31, 2025December 31, 2024
Location in our Consolidated Balance SheetsAssets(Liabilities)Assets(Liabilities)
(Millions of dollars)
Derivatives designated as hedging instruments
Commodity contracts (a)(b)Other current assets/liabilities$59 $(107)$39 $(47)
Total derivatives designated as hedging instruments59 (107)39 (47)
Derivatives not designated as hedging instruments
Commodity contracts (a)(b)Other current assets/liabilities22 (29)36 (33)
Other deferred credits— — — (6)
Total derivatives not designated as hedging instruments22 (29)36 (39)
Total derivatives$81 $(136)$75 $(86)
(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us.
(b) - At March 31, 2025, and December 31, 2024, our derivative net liability positions under master-netting arrangements for financial commodity contracts were offset by cash collateral of $49 million and $10 million, respectively.

12

Notional Quantities for Derivative Instruments - The following table sets forth the notional quantities for our derivative instruments, consisting of futures and swaps, held as of the dates indicated:
March 31, 2025December 31, 2024
Net Purchased/Payor
(Sold/Receiver)
Derivatives designated as hedging instruments:
Cash flow hedges
   Fixed price
    - Natural gas (Bcf)
(8.3)(12.2)
    - NGLs, Refined Products and crude oil (MMBbl)
(21.9)(12.2)
   Basis
    - Natural gas (Bcf)
(7.0)(11.2)
Derivatives not designated as hedging instruments:
   Fixed price
    - Natural gas (Bcf)
(6.7)(8.0)
    - NGLs, Refined Products and crude oil (MMBbl)
(1.7)(2.7)
   Basis
    - Natural gas (Bcf)
(6.3)(3.7)
    - NGLs, Refined Products and crude oil (MMBbl)
(0.1)(0.2)
   Swing Swaps
    - Natural gas (Bcf)
(1.7)(0.2)

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

Credit Risk - We monitor the creditworthiness of our counterparties and compliance with policies and limits established by our Risk Oversight and Strategy Committee. We maintain credit policies with regard to our counterparties that we believe minimize credit risk. Our policies and related credit risk are consistent with those discussed in our Annual Report.

E.    DEBT

Current Maturities - At March 31, 2025, our current maturities of long-term debt consist of the following:
(Millions of dollars)
$750 at 4.15% due June 2025
$422 
$400 at 2.2% due September 2025
387 
$600 at 5.85% due January 2026
600 
$650 at 5.0% due March 2026
650 
Current maturities of long-term debt $2,059 

Commercial Paper Program - At March 31, 2025, we had $200 million of commercial paper outstanding, bearing a weighted-average interest rate of 4.64%. At December 31, 2024, we had no commercial paper outstanding.

$3.5 Billion Credit Agreement - In February 2025, we amended and restated our $2.5 Billion Credit Agreement to increase the size to $3.5 billion, extend the term to February 2030 and make other nonmaterial modifications. Our $3.5 Billion Credit Agreement is a revolving credit facility and contains certain customary conditions for borrowing, as well as customary financial, affirmative and negative covenants. Among other things, these covenants include maintaining a ratio of consolidated net indebtedness to adjusted EBITDA (EBITDA, as defined in our $3.5 Billion Credit Agreement, adjusted for all noncash charges and increased for projected EBITDA from certain lender-approved capital expansion projects). In addition, adjusted EBITDA as defined in our $3.5 Billion Credit Agreement allows inclusion of the trailing 12 months of consolidated adjusted EBITDA of the acquired business. In February 2025, we announced definitive agreements to form joint ventures with MPLX, which allowed us to effectively extend the acquisition adjustment period under our $3.5 Billion Credit Agreement and, as a result, our leverage ratio covenant of 5.5 to 1 was extended through the quarter ending September 30, 2025, after which it will decrease to 5.0 to 1. As of March 31, 2025, we had no outstanding borrowings, our ratio of consolidated indebtedness to adjusted EBITDA was 4.1 to 1, and we were in compliance with all covenants under our $3.5 Billion Credit Agreement.

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

EnLink Acquisition - Upon the closing of the EnLink Acquisition on January 31, 2025, we terminated the EnLink Revolving Credit Facility. We also effectively terminated the agreement to provide revolving unsecured loans to EnLink through a promissory note. For further details on the EnLink Revolving Credit Facility and the promissory note, see Note H of the Notes to Consolidated Financial Statements in our Annual Report.

Debt Guarantees - At the completion of the EnLink Acquisition on January 31, 2025, ONEOK assumed the outstanding debt of EnLink and EnLink Partners (the “Assumed Debt”). EnLink and EnLink Partners were released from all debt obligations and each entity provided a guarantee for our and ONEOK Partners’ indebtedness to the holders of each series of outstanding securities, including for the Assumed Debt.

ONEOK, ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness. For further details on our indebtedness, see Note H of the Notes to Consolidated Financial Statements in our Annual Report.

F.    EQUITY

Noncontrolling Interests - As a result of the EnLink Acquisition completed on January 31, 2025, we now own 100% of EnLink. On February 4, 2025, we announced a definitive agreement to form the MBTC Pipeline joint venture, of which we own 80%. As of March 31, 2025, noncontrolling interests in our Consolidated Balance Sheets related to the Delaware Basin JV, Ascension and MBTC Pipeline.

Equity Issuances - On January 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, each publicly held common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK Common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing. We issued 41 million shares of common stock, with a fair value of $4.0 billion. There are no remaining Series B Preferred Units outstanding.

Share Repurchase Program - Our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock. The program will terminate upon completion of the repurchase of the $2.0 billion of common stock or on January 1, 2029, whichever occurs first. For the three months ended March 31, 2025, we repurchased $17 million of our outstanding common stock under the program with cash on hand.

Dividends - Holders of our common stock share equally in any dividend declared by our Board of Directors, subject to the rights of the holders of outstanding Series E Preferred Stock. Dividends paid on our common stock in February 2025 were $1.03 per share. A common stock dividend of $1.03 per share was declared for shareholders of record at the close of business on May 5, 2025, payable on May 15, 2025.

G.    VARIABLE INTEREST ENTITIES

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

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

MBTC Pipeline - On February 4, 2025, we announced a definitive agreement with MPLX to form the MBTC Pipeline joint venture, which will construct and operate a 24-inch pipeline from our Mont Belvieu, Texas, storage facility to a new liquified petroleum gas export terminal in Texas City, Texas. We own an 80% interest in MBTC Pipeline and we are the operator. MBTC Pipeline is a VIE because the nonmanaging member does not have substantive rights (except in the case of default and other triggering events) to remove the managing member or participating rights over the managing member. As the managing member, we are the primary beneficiary because we control the decisions that most significantly impact MBTC Pipeline.

Delaware Basin JV - We own a 50.1% interest in the Delaware Basin JV, which owns processing facilities located in the Delaware Basin in Texas, and we are the operator. The Delaware Basin JV is a VIE because the nonmanaging member does not have substantive rights to remove the managing member or participating rights over the managing member. As the managing member, we are the primary beneficiary because we control the decisions that most significantly impact the Delaware Basin JV. After June 30, 2025, our joint venture partner has the right to cause the Delaware Basin JV to commence a sale
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process to sell all of the outstanding interests or assets of the Delaware Basin JV for the best available price. If our joint venture partner exercises this right, we are permitted to purchase their interest at a contractually determined call price.

Ascension - We own a 50% interest in Ascension, which owns an NGL transmission pipeline that connects our Riverside fractionator to the other owner’s refinery. Ascension is a VIE because the nonmanaging member does not have substantive rights (except in the case of default and other triggering events) to remove us as the managing member. They also do not have the ability to participate or block our decisions as the managing member, which makes us the primary beneficiary because we control the decisions that most significantly impact Ascension.

The following table presents the balance sheet information for the assets and liabilities of our consolidated VIEs, which are included in our Consolidated Balance Sheets and are only for the use or obligation of our consolidated VIEs:
March 31, 2025
(Millions of dollars)
Assets:
Cash and cash equivalents$16 
Accounts receivable, net30 
Other current assets15 
Net property, plant and equipment
1,119 
Goodwill97 
Intangible assets, net263 
Other assets21 
Liabilities:
Accounts payable$15 
Other current liabilities14 
Other deferred credits9 

H.    EARNINGS PER SHARE

The following tables set forth the computation of basic and diluted EPS for the periods indicated:
 Three Months Ended March 31, 2025
 IncomeSharesPer Share
Amount
 
(Millions, except per share amounts)
Basic EPS   
Net income attributable to ONEOK available for common stock$636 611.4 $1.04 
Diluted EPS
Effect of dilutive securities 1.1 
Net income attributable to ONEOK available for common stock and common stock equivalents$636 612.5 $1.04 
 Three Months Ended March 31, 2024
 IncomeSharesPer Share
Amount
 
(Millions, except per share amounts)
Basic EPS   
Net income available for common stock$639 584.2 $1.09 
Diluted EPS
Effect of dilutive securities— 1.5 
Net income available for common stock and common stock equivalents$639 585.7 $1.09 

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I.    UNCONSOLIDATED AFFILIATES

Equity in Net Earnings from Investments - The following table sets forth our equity in net earnings from investments for the periods indicated:
Three Months Ended
March 31,
 20252024
 
(Millions of dollars)
Northern Border$28 $25 
Overland Pass26 15 
BridgeTex16 
Saddlehorn13 10 
Roadrunner10 11 
Other15 
Equity in net earnings from investments$108 $76 

We incurred expenses in transactions with unconsolidated affiliates of $80 million and $39 million for the three months ended March 31, 2025 and 2024, respectively, related primarily to Overland Pass, Matterhorn and Northern Border. Revenue earned and accounts receivable from, and accounts payable to, our unconsolidated affiliates were not material.

We are the operator of Roadrunner, BridgeTex and Saddlehorn. In each case, we have operating agreements that provide for reimbursement or payment to us for management services and certain operating costs. Reimbursements and payments included in operating income in our Consolidated Statements of Income for all periods presented were not material.

J.    COMMITMENTS AND CONTINGENCIES

Regulatory, Environmental and Safety Matters - The operation of pipelines, terminals, plants and other facilities for the gathering, processing, fractionation, transportation and storage of products is subject to numerous and complex laws and regulations pertaining to health, safety and the environment. As an owner and/or operator of these facilities, we must comply with laws and regulations that relate to air and water quality, hazardous and solid waste management and disposal, cultural resource protection and other environmental and safety matters. The cost of planning, designing, constructing and operating pipelines, terminals, plants and other facilities must incorporate compliance with these laws, regulations and safety standards. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures, including citizen suits, which can include the assessment of monetary penalties, the imposition of remedial requirements and the issuance of injunctions or restrictions on operation or construction. Management does not believe that, based on currently known information, a material risk of noncompliance with these laws and regulations exists that will affect adversely our consolidated results of operations, financial condition or cash flows.

Legal Proceedings - We are a party to various legal proceedings that have arisen in the normal course of our operations. While the results of these proceedings cannot be predicted with certainty, we believe the reasonably possible losses from such proceedings, individually and in the aggregate, are not material. Additionally, we believe the probable final outcome of such proceedings will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.

K.    REVENUES

Contract Assets and Contract Liabilities - Our contract asset balances at the beginning and end of the period primarily relate to our firm service transportation contracts with tiered rates, which were not material. Our contract liabilities at the beginning and end of the period primarily related to deferred revenue on Refined Products and crude oil transportation contracts, NGL storage contracts and contributions in aid of construction received from customers, which were not material.

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

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

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

Expected Period of Recognition in Revenue(Millions of dollars)
Remainder of 2025$893 
20261,068 
2027968 
2028893
2029 and beyond3,351 
Total $7,173 

The table above excludes variable consideration allocated entirely to wholly unsatisfied performance obligations, wholly unsatisfied promises to transfer distinct goods or services that are part of a single performance obligation and consideration we determine to be fully constrained. The amounts we determined to be fully constrained relate to future sales obligations under long-term sales contracts where the value is not known and certain minimum volume agreements, which we consider to be fully constrained until invoiced.

L.    SEGMENTS

Segment Descriptions - Our operations are divided into four reportable business segments as follows:
our Natural Gas Gathering and Processing segment gathers, compresses, treats, processes and markets natural gas;
our Natural Gas Liquids segment gathers, treats, fractionates and transports NGLs and stores, markets and distributes Purity NGLs;
our Natural Gas Pipelines segment transports, stores and markets natural gas; and
our Refined Products and Crude segment gathers, transports, stores, distributes, blends and markets Refined Products and crude oil.

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

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

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

Three Months Ended
March 31, 2025
Natural Gas
Gathering and
Processing
Natural Gas
Liquids
Natural Gas
Pipelines
Refined Products and CrudeTotal
Segments
 
(Millions of dollars)
Liquids commodity sales$1,227 $4,112 $ $1,901 $7,240 
Residue natural gas sales698  320  1,018 
Exchange services and natural gas gathering and processing revenue184 103   287 
Transportation and storage revenue 80 51 144 539 814 
Other revenue8 2  28 38 
Total revenues (a)2,197 4,268 464 2,468 9,397 
Cost of sales and fuel (exclusive of depreciation and operating costs)(1,456)(3,457)(261)(1,835)(7,009)
Operating costs(257)(210)(52)(224)(743)
Adjusted EBITDA from unconsolidated affiliates2 28 61 48 139 
Noncash compensation expense and other5 6  14 25 
Segment adjusted EBITDA$491 $635 $212 $471 $1,809 
Depreciation and amortization$(126)$(113)$(23)$(116)$(378)
Equity in net earnings from investments$2 $27 $39 $40 $108 
Investments in unconsolidated affiliates$37 $524 $811 $1,029 $2,401 
Total assets$15,837 $19,988 $4,534 $23,632 $63,991 
Capital expenditures$241 $171 $62 $141 $615 
(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly. Intersegment revenues totaled $704 million for the Natural Gas Gathering and Processing segment, $543 million for the Natural Gas Liquids segment and were not material for the Refined Products and Crude and Natural Gas Pipelines segments.

Three Months Ended
March 31, 2025
Total
Segments
Other and
Eliminations
Total
(Millions of dollars)
Reconciliations of total segments to consolidated
Liquids commodity sales$7,240 $(1,323)$5,917 
Residue natural gas sales1,018 (23)995 
Exchange services and natural gas gathering and processing revenue287  287 
Transportation and storage revenue 814 (5)809 
Other revenue38 (3)35 
Total revenues (a)$9,397 $(1,354)$8,043 
Cost of sales and fuel (exclusive of depreciation and operating costs)$(7,009)$1,354 $(5,655)
Operating costs$(743)$(9)$(752)
Depreciation and amortization$(378)$(2)$(380)
Equity in net earnings from investments$108 $ $108 
Investments in unconsolidated affiliates$2,401 $4 $2,405 
Total assets$63,991 $272 $64,263 
Capital expenditures$615 $14 $629 
(a) - Substantially all of our revenues related to contracts with customers.


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Three Months Ended
March 31, 2024
Natural Gas
Gathering and
Processing
Natural Gas
Liquids
Natural Gas
Pipelines
Refined Products and CrudeTotal
Segments
 
(Millions of dollars)
Liquids commodity sales$623 $3,264 $— $351 $4,238 
Residue natural gas sales344 — 28 — 372 
Gathering, processing and exchange services revenue35 122 — — 157 
Transportation and storage revenue — 48 157 466 671 
Other revenue— 27 37 
Total revenues (a)1,010 3,436 185 844 5,475 
Cost of sales and fuel (exclusive of depreciation and operating costs)(594)(2,698)(15)(285)(3,592)
Operating costs(117)(181)(53)(217)(568)
Adjusted EBITDA from unconsolidated affiliates17 47 35 101 
Noncash compensation expense and other14 24 
Segment adjusted EBITDA$306 $588 $165 $381 $1,440 
Depreciation and amortization$(70)$(85)$(18)$(80)$(253)
Equity in net earnings from investments$$15 $36 $23 $76 
Investments in unconsolidated affiliates $25 $414 $522 $976 $1,937 
Total assets$7,021 $15,279 $2,635 $19,401 $44,336 
Capital expenditures$116 $253 $79 $42 $490 
(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly. Intersegment revenues for the Natural Gas Gathering and Processing segment totaled $620 million and were not material for the Natural Gas Liquids, Refined Products and Crude and Natural Gas Pipelines segments.

Three Months Ended
March 31, 2024
Total
Segments
Other and
Eliminations
Total
 
(Millions of dollars)
Reconciliations of total segments to consolidated
Liquids commodity sales$4,238 $(682)$3,556 
Residue natural gas sales372 — 372 
Gathering, processing and exchange services revenue157 — 157 
Transportation and storage revenue 671 (7)664 
Other revenue37 (5)32 
Total revenues (a)$5,475 $(694)$4,781 
Cost of sales and fuel (exclusive of depreciation and operating costs)$(3,592)$695 $(2,897)
Operating costs$(568)$(4)$(572)
Depreciation and amortization$(253)$(1)$(254)
Equity in net earnings from investments$76 $— $76 
Investments in unconsolidated affiliates$1,937 $$1,939 
Total assets$44,336 $54 $44,390 
Capital expenditures$490 $22 $512 
(a) - Substantially all of our revenues related to contracts with customers.
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Three Months Ended
March 31,
20252024
Reconciliation of net income to total segment adjusted EBITDA
(Millions of dollars)
Net income$691 $639 
Interest expense, net of capitalized interest442 300 
Depreciation and amortization380 254 
Income taxes197 208 
Adjusted EBITDA from unconsolidated affiliates139 101 
Equity in net earnings from investments(108)(76)
Noncash compensation expense and other (a)
34 15 
Other corporate costs (a)34 (1)
Total segment adjusted EBITDA$1,809 $1,440 
(a) - The three months ended March 31, 2025, included transaction costs related primarily to the EnLink Acquisition of $31 million included within other corporate costs and $11 million included within noncash compensation expense and other.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited Consolidated Financial Statements and the Notes to Consolidated Financial Statements in this Quarterly Report, as well as our Annual Report.

RECENT DEVELOPMENTS

Please refer to the “Financial Results and Operating Information” and “Liquidity and Capital Resources” sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report for additional information.

EnLink Acquisition - On January 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, each publicly held common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing. We issued 41 million shares of common stock, with a fair value of $4.0 billion as of the closing date of the EnLink Acquisition. EnLink is now a wholly owned subsidiary.

Joint Ventures - On February 4, 2025, we announced definitive agreements to form joint ventures with MPLX to construct a 400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas, and a new 24-inch pipeline from our Mont Belvieu, Texas, storage facility to the new terminal. Texas City Logistics, the export terminal joint venture, is owned 50% by us and 50% by MPLX, with MPLX constructing and operating the facility. MBTC Pipeline, the pipeline joint venture, is owned 80% by us and 20% by MPLX, and we will construct and operate the pipeline. We expect to invest a total of approximately $1.0 billion into these projects.

Business Update and Market Conditions - Earnings increased in the first quarter of 2025, compared with the first quarter of 2024, due primarily to the positive impact of the EnLink and Medallion Acquisitions across our segments. Our extensive and integrated assets are located in, and connected with, some of the most productive shale basins, as well as refineries and demand centers, in the United States.

Due to recent changes in the commodity price environment, we are monitoring producers’ drilling, completion and production plans, but we do not currently anticipate material changes to our volume expectations. Our counterparties are primarily major and independent crude oil and natural gas producers that can withstand temporary commodity price volatility. We are also monitoring the impact of the tariffs announced by the federal government in 2025, which could increase our costs for materials and equipment. Due to the phase of construction of our larger projects, proactively monitoring lead times on materials and equipment used in constructing capital projects and entering into procurement agreements for long-lead items, we do not expect the announced tariffs to have a material impact on capital expenditures in 2025.

Although the energy industry has experienced many commodity cycles, we have positioned ourselves to reduce exposure to direct commodity price volatility. Each of our four reportable segments are primarily fee-based, and we expect our consolidated earnings to be approximately 90% fee-based in 2025. Our fee-based earnings are primarily supported by long-term contracts, including minimum volume commitments and take-or-pay agreements, with investment-grade counterparties.
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Capital Projects - Our primary capital projects are outlined in the table below:
Project ScopeApproximate
Cost (a)

Expected Completion
  Natural Gas Liquids(In millions)
Elk Creek pipeline expansionIncrease capacity to 435 MBbl/d out of the Rocky Mountain region$355Completed (b)
Medford fractionator
Rebuild our 210 MBbl/d NGL fractionation facility in Medford, Oklahoma
$385
(c)
Texas City Logistics export terminal (d)
400 MBbl/d liquefied petroleum gas export terminal in Texas City, Texas
$700
Early 2028
MBTC Pipeline
24-inch pipeline from Mont Belvieu, Texas, storage facility to the new Texas City, Texas, export terminal
$280
Early 2028
  Refined Products and Crude
Greater Denver pipeline expansion
Increase total system capacity by 35 MBbl/d and additional expansion capabilities
$480
Mid-2026
(a) - Excludes capitalized interest/AFUDC. For our Texas City Logistics and MBTC Pipeline joint venture projects, the amounts presented exclude MPLX capital contributions.
(b) - We completed construction in January 2025, and the project is partially in service. Following supply of full power, expected in mid-2025, we will reach the full capacity of 435 MBbl/d.
(c) - This project is expected to be completed in two phases, with the first phase expected to be completed in the fourth quarter of 2026, and the second phase completed in the first quarter of 2027.
(d) - Our investment in Texas City Logistics is accounted for using the equity method. Spending on this project will be recorded as contributions to unconsolidated affiliates.

In our Natural Gas Gathering and Processing segment, we have a capital project to relocate a 150 MMcf/d processing plant to the Permian Basin from North Texas, which we expect to be in service in the first quarter of 2026.

For a discussion of our capital expenditure financing, see “Capital Expenditures” in the “Liquidity and Capital Resources” section.

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

Share Repurchase Program - Our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock. The program will terminate upon completion of the repurchase of the $2.0 billion of common stock or on January 1, 2029, whichever occurs first. For the three months ended March 31, 2025, we repurchased $17 million of our outstanding common stock with cash on hand, bringing total repurchases under the program to 1.865 million shares of common stock for $189 million since its inception in January 2024.

Dividends - In February 2025, we paid a quarterly common stock dividend of $1.03 per share ($4.12 per share on an annualized basis), an increase of 4% compared with the same quarter in the prior year. Our dividend growth is due primarily to the increase in cash flows resulting from the growth of our operations. We declared a quarterly common stock dividend of $1.03 per share in April 2025. The quarterly common stock dividend will be paid on May 15, 2025, to shareholders of record at the close of business on May 5, 2025.

FINANCIAL RESULTS AND OPERATING INFORMATION

How We Evaluate Our Operations

Management uses a variety of financial and operating metrics to analyze our performance. Our consolidated financial metrics include: (1) operating income; (2) net income; (3) diluted EPS; and (4) adjusted EBITDA. We evaluate segment operating results using adjusted EBITDA and our operating metrics, which include various volume and rate statistics that are relevant for the respective segment. These operating metrics allow investors to analyze the various components of segment financial results in terms of volumes and rate/price. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results. For additional information on our operating metrics, see the respective segment subsections of this “Financial Results and Operating Information” section.

Non-GAAP Financial Measures - Adjusted EBITDA is a non-GAAP measure of our financial performance. Adjusted EBITDA is defined as net income adjusted for interest expense, depreciation and amortization, noncash impairment charges, income taxes, noncash compensation expense and certain other noncash items. Our calculation includes adjusted EBITDA related to our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net
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earnings from investments. Adjusted EBITDA from our unconsolidated affiliates is calculated consistently with the definition above and excludes items such as interest expense, depreciation and amortization, income taxes and other noncash items. Although the amounts related to our unconsolidated affiliates are included in the calculation of adjusted EBITDA, such inclusion should not be understood to imply that we have control over the operations and resulting revenues, expenses or cash flows of such unconsolidated affiliates.

We believe this non-GAAP financial measure is useful to investors because it and similar measures are used by many companies in our industry as a measurement of financial performance and is commonly employed by financial analysts and others to evaluate our financial performance and to compare financial performance among companies in our industry. Adjusted EBITDA should not be considered an alternative to net income, EPS or any other measure of financial performance presented in accordance with GAAP. Additionally, this calculation may not be comparable with similarly titled measures of other companies. See reconciliation of net income to adjusted EBITDA in the “Non-GAAP Financial Measures” subsection.

Consolidated Operations

Selected Financial Results - The following table sets forth certain selected financial results for the periods indicated:
Three Months EndedThree Months
March 31, 2025 vs. 2024
Financial Results20252024$ Increase (Decrease)
 
(Millions of dollars, except per share amounts)
Revenues
Commodity sales$6,912 $3,928 2,984 
Services and other1,131 853 278 
Total revenues8,043 4,781 3,262 
Cost of sales and fuel (exclusive of items shown separately below)5,655 2,897 2,758 
Operating costs752 569 183 
Depreciation and amortization380 254 126 
Transaction costs42 39 
Other operating income, net(6)(6) 
Operating income$1,220 $1,064 156 
Equity in net earnings from investments$108 $76 32 
Interest expense, net of capitalized interest$(442)$(300)142 
Net income$691 $639 52 
Net income attributable to ONEOK$636 $639 (3)
Diluted EPS$1.04 $1.09 (0.05)
Adjusted EBITDA$1,775 $1,441 334 
Capital expenditures$629 $512 117 

Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel in our Consolidated Statements of Income and, therefore, the impact is largely offset between these line items.

Operating income increased $156 million for the three months ended March 31, 2025, compared with the same period in 2024, primarily as a result of the following:
Natural Gas Gathering and Processing - an increase of $129 million due primarily to the operating income of EnLink and higher volumes in the Rocky Mountain region, offset partially by lower realized NGL prices, net of hedging, and higher operating costs;
Natural Gas Liquids - an increase of $9 million due primarily to the operating income of EnLink, offset partially by lower earnings on sales of Purity NGLs held in inventory and higher operating costs;
Natural Gas Pipelines - an increase of $28 million due primarily to the operating income of EnLink, offset partially by the impact of the interstate natural gas pipeline divestiture in 2024; and
Refined Products and Crude - an increase of $39 million due primarily to the operating income of Medallion and EnLink and lower operating costs, offset partially by lower liquids blending differentials; offset by
Consolidated Transaction Costs - an increase of $39 million due primarily to higher transaction costs related to the EnLink Acquisition.

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Net income increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to the items discussed above and higher equity in net earnings from investments, offset partially by higher interest expense due to higher debt balances resulting from the September 2024 $7.0 billion notes offering and the acquired debt balances from the EnLink Controlling Interest Acquisition in 2024.

Capital expenditures increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to the phase of our large capital projects. Please refer to the “Recent Developments” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report for additional information on our capital projects.

Additional information regarding our financial results and operating information is provided in the following discussion for each of our segments.

Natural Gas Gathering and Processing

Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Gathering and Processing segment for the periods indicated:
Three Months EndedThree Months
March 31, 2025 vs. 2024
Financial Results20252024$ Increase (Decrease)
 
(Millions of dollars)
NGL and condensate sales$1,227 $623 604 
Residue natural gas sales698 344 354 
Gathering, compression, dehydration and processing fees and other revenue272 43 229 
Cost of sales and fuel (exclusive of depreciation and operating costs)(1,456)(594)862 
Operating costs, excluding noncash compensation adjustments(250)(113)137 
Adjusted EBITDA from unconsolidated affiliates2  
Other(2)(3)
Adjusted EBITDA$491 $306 185 
Capital expenditures$241 $116 125 

Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel and, therefore, the impact is largely offset between these line items.

Adjusted EBITDA increased $185 million for the three months ended March 31, 2025, compared with the same period in 2024, primarily as a result of the following:

an increase of $213 million due to adjusted EBITDA from EnLink; and
an increase of $16 million from higher volumes due primarily to increased production and the impact of winter weather in the Rocky Mountain region in 2024; offset by
a decrease of $19 million due primarily to lower realized NGL prices, net of hedging, and lower average fee rates, offset partially by higher realized natural gas and condensate prices, net of hedging;
an increase of $16 million in operating costs due primarily to higher employee-related costs and accruals for methane fees in 2025; and
a decrease of $6 million from the divestiture of certain non-strategic assets in 2024.


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Capital expenditures increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to our capital project to relocate a processing plant to the Permian Basin from North Texas and routine capital projects.
Three Months Ended
March 31,
Operating Information
20252024
Natural gas processed (MMcf/d) (a)(b)
5,250 2,187 
(a) - Includes volumes for consolidated entities only.
(b) - Includes volumes we processed at company-owned and third-party facilities.

Our natural gas processed volumes increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to incremental volumes from the EnLink Acquisition.

Natural Gas Liquids

Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Liquids segment for the periods indicated:
Three Months EndedThree Months
March 31,2025 vs. 2024
Financial Results20252024$ Increase (Decrease)
(Millions of dollars)
NGL and condensate sales$4,112 $3,264 848 
Exchange service and other revenues105 124 (19)
Transportation and storage revenues51 48 3 
Cost of sales and fuel (exclusive of depreciation and operating costs)(3,457)(2,698)759 
Operating costs, excluding noncash compensation adjustments(203)(173)30 
Adjusted EBITDA from unconsolidated affiliates28 17 11 
Other(1)(7)
Adjusted EBITDA$635 $588 47 
Capital expenditures$171 $253 (82)

Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel and, therefore, the impact is largely offset between these line items.

Adjusted EBITDA increased $47 million for the three months ended March 31, 2025, compared with the same period in 2024, primarily as a result of the following:
an increase of $64 million due to adjusted EBITDA from EnLink; and
an increase of $11 million in adjusted EBITDA from unconsolidated affiliates due primarily to higher volumes delivered to the Overland Pass Pipeline; offset by
a decrease of $15 million in optimization and marketing due primarily to lower earnings on sales of Purity NGLs held in inventory; and
an increase of $13 million in operating costs due primarily to higher employee-related costs from the growth of our operations.

Capital expenditures decreased for the three months ended March 31, 2025, compared with the same periods in 2024, due primarily to the completion of our MB-6 fractionator and pipeline expansion projects in 2024.

Three Months Ended
March 31,
Operating Information20252024
Raw feed throughput (MBbl/d) (a)
1,293 1,241 
Average Conway-to-Mont Belvieu Oil Price Information Service price differential - ethane in ethane/propane mix ($/gallon)
$0.00 $0.00 
(a) - Represents physical raw feed volumes for which we provide transportation and/or fractionation services.
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We generally expect ethane volumes to increase or decrease with corresponding increases or decreases in overall NGL production. However, ethane volumes may experience growth or decline greater than corresponding growth or decline in overall NGL production due to ethane economics causing producers to recover or reject ethane.

Volumes increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to incremental volumes from the EnLink Acquisition and higher volumes in the Rocky Mountain region, offset partially by lower ethane volume in the Mid-Continent region.

Natural Gas Pipelines

Interstate Natural Gas Pipeline Divestiture - On December 31, 2024, we completed the sale of three of our wholly owned interstate natural gas pipeline systems to DT Midstream, Inc.

Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Pipelines segment for the periods indicated:
Three Months EndedThree Months
March 31, 2025 vs. 2024
Financial Results20252024$ Increase (Decrease)
 
(Millions of dollars)
Transportation revenues$100 $119 (19)
Storage revenues44 38 6 
Residue natural gas sales and other revenues320 28 292 
Cost of sales and fuel (exclusive of depreciation and operating costs)(261)(15)246 
Operating costs, excluding noncash compensation adjustments(51)(51) 
Adjusted EBITDA from unconsolidated affiliates61 47 14 
Other(1)(1) 
Adjusted EBITDA $212 $165 47 
Capital expenditures$62 $79 (17)

Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel and, therefore, the impact is largely offset between these line items.

Adjusted EBITDA increased $47 million for the three months ended March 31, 2025, compared with the same period in 2024, primarily as a result of the following:
an increase of $80 million due to adjusted EBITDA from EnLink; offset by
a decrease of $32 million due to the interstate natural gas pipeline divestiture.

Capital expenditures decreased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to the completion of capital projects in 2024, offset partially by increased growth projects primarily from EnLink.

Three Months Ended
March 31,
Operating Information (a)20252024
Natural gas transportation capacity contracted (MDth/d)
4,663 4,485 
Transportation capacity contracted97 %97 %
(a) - Includes capacity contracted for consolidated Oklahoma and Texas intrastate pipeline entities only.


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Refined Products and Crude

Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Refined Products and Crude segment for the periods indicated:

Three Months EndedThree Months
March 31, 2025 vs. 2024
Financial Results20252024$ Increase (Decrease)
(Millions of dollars)
Product sales$1,901 $351 1,550 
Transportation revenues409 340 69 
Storage, terminals and other revenues158 153 5 
Cost of sales and fuel (exclusive of depreciation and operating costs)
(1,835)(285)1,550 
Operating costs, excluding noncash compensation adjustments
(217)(210)7 
Adjusted EBITDA from unconsolidated affiliates48 35 13 
Other7 (3)10 
Adjusted EBITDA$471 $381 90 
Capital expenditures$141 $42 99 

Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel in our Consolidated Statements of Income and, therefore, the impact is largely offset between these line items.

Adjusted EBITDA increased $90 million for the three months ended March 31, 2025, compared to the same period in 2024, primarily as a result of the following:

an increase of $92 million due to adjusted EBITDA from Medallion and EnLink;
an increase of $13 million in adjusted EBITDA from unconsolidated affiliates due primarily to higher BridgeTex earnings and higher Saddlehorn earnings due to our 10% ownership interest increase in March 2024; and
a decrease of $13 million in operating cost due primarily to lower outside services; offset by
a decrease of $27 million in optimization and marketing due primarily to lower liquids blending differentials.

Capital expenditures increased for the three months ended March 31, 2025, compared with the same periods in 2024, due primarily to capital projects from Medallion and EnLink and our greater Denver pipeline expansion project.

Three Months Ended
March 31,
Operating Information (a)
20252024
Refined Products volume shipped (MBbl/d)
1,401 1,411 
Crude oil volume shipped (MBbl/d)
1,846 747 
(a) - Includes volumes for consolidated entities only.

Crude oil volume shipped increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to incremental volumes from the Medallion and EnLink Acquisitions.


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Non-GAAP Financial Measures

The following table sets forth a reconciliation of net income, the nearest comparable GAAP financial performance measure, to adjusted EBITDA for the periods indicated:
Three Months Ended
March 31,
(Unaudited)20252024
Reconciliation of net income to adjusted EBITDA
(Millions of dollars)
Net income$691 $639 
Interest expense, net of capitalized interest442 300 
Depreciation and amortization380 254 
Income taxes197 208 
Adjusted EBITDA from unconsolidated affiliates139 101 
Equity in net earnings from investments(108)(76)
Noncash compensation expense and other (a)
34 15 
Adjusted EBITDA
$1,775 $1,441 
Reconciliation of segment adjusted EBITDA to adjusted EBITDA
Segment adjusted EBITDA:
Natural Gas Gathering and Processing$491 $306 
Natural Gas Liquids635 588 
Natural Gas Pipelines212 165 
Refined Products and Crude471 381 
Other (a)(34)
Adjusted EBITDA
$1,775 $1,441 
(a) - The three months ended March 31, 2025, included transaction costs primarily related to the EnLink Acquisition of $31 million included within other and $11 million included within noncash compensation expense and other.

CONTINGENCIES

See Note J of the Notes to Consolidated Financial Statements in this Quarterly Report for a discussion of regulatory and legal matters.

LIQUIDITY AND CAPITAL RESOURCES

General - Our primary sources of cash inflows are operating cash flows, proceeds from our commercial paper program and our $3.5 Billion Credit Agreement, debt issuances and the issuance of common stock for our liquidity and capital resources requirements.

We expect our sources of cash inflows to provide sufficient resources to finance our operations, capital expenditures, quarterly cash dividends, maturities of long-term debt, share repurchases, contributions to unconsolidated affiliates and joint ventures. We believe we have sufficient liquidity due to our $3.5 Billion Credit Agreement, which expires in February 2030, and access to $1.0 billion available through our “at-the-market” equity program. As of April 21, 2025, no shares have been sold through our “at-the-market” equity program.

We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps. In April 2025, we entered into $250 million of Treasury locks to hedge the variability of interest payments on a portion of our forecasted debt issuances. For additional information on our interest-rate derivative instruments, see Note E of the Notes to Consolidated Financial Statements in our Annual Report.

Cash Management - At March 31, 2025, we had $141 million of cash and cash equivalents. For our wholly owned subsidiaries, we use a centralized cash management program that concentrates the cash assets of our wholly owned nonguarantor operating subsidiaries in joint accounts for the purposes of providing financial flexibility and lowering the cost of borrowing, transaction costs and bank fees. Our centralized cash management program provides that funds in excess of the daily needs of our operating subsidiaries are concentrated, consolidated or otherwise made available for use by other entities within our consolidated group. Our operating subsidiaries participate in this program to the extent they are permitted pursuant to FERC regulations or their operating agreements. Under the cash management program, depending on whether a
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participating subsidiary has short-term cash surpluses or cash requirements, we provide cash to the subsidiary or the subsidiary provides cash to us.

Following the completion of the EnLink Acquisition on January 31, 2025, we effectively terminated an agreement to provide revolving unsecured loans to EnLink through a promissory note, as EnLink operating subsidiaries are wholly owned and now participate in the cash management program described above.

Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness. These guarantees in place for our and ONEOK Partners’ indebtedness are full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of outstanding securities. Liabilities under the guarantees rank equally in right of payment with all of the guarantors’ existing and future senior unsecured indebtedness. The Intermediate Partnership holds all of ONEOK Partners’ interests and equity in its subsidiaries, which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries. Magellan, EnLink and EnLink Partners hold interests in their subsidiaries, which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries. Therefore, as allowed under Rule 13-01 of Regulation S-X, we have excluded the summarized financial information for each issuer and guarantor as the combined financial information of subsidiary issuers and parent guarantors, excluding our ownership of all interest in ONEOK Partners, Magellan and EnLink, reflect no material assets or liabilities or results of operations apart from guaranteed indebtedness. For additional information on our indebtedness, please see Note H of the Notes to Consolidated Financial Statements in our Annual Report and Note E of the Notes to Consolidated Financial Statements in this Quarterly Report.

Short-term Liquidity - Our principal sources of short-term liquidity consist of cash generated from operating activities, distributions received from our unconsolidated affiliates, proceeds from our commercial paper program and our $3.5 Billion Credit Agreement. In February 2025, we amended and restated our $2.5 Billion Credit Agreement to increase the size to $3.5 billion, extend the term to February 2030, and make other nonmaterial modifications. All other terms and conditions remain substantially the same. As of March 31, 2025, we had no borrowings under our $3.5 Billion Credit Agreement, and we are in compliance with all covenants. Upon closing of the EnLink Acquisition on January 31, 2025, the EnLink Revolving Credit Facility was terminated. For additional information on the EnLink Revolving Credit Facility, see Note H of the Notes to Consolidated Financial Statements in our Annual Report.

As of March 31, 2025, we had a working capital (defined as current assets less current liabilities) deficit of $2.1 billion, due primarily to current maturities of long-term debt. Generally, our working capital is influenced by several factors, including, among other things: (i) the timing of (a) debt and equity issuances, (b) the funding of capital expenditures, (c) scheduled debt payments, and (d) accounts receivable and payable; and (ii) the volume and cost of inventory and commodity imbalances. We may have working capital deficits in future periods as our long-term debt becomes current. We do not expect a working capital deficit of this nature to have a material adverse impact to our cash flows or operations.

For additional information on our $3.5 Billion Credit Agreement, see Note E of the Notes to Consolidated Financial Statements in this Quarterly Report.

Long-term Financing - In addition to our principal sources of short-term liquidity discussed above, we expect to fund our longer-term financing requirements by issuing long-term notes, as needed. Other options to obtain financing include, but are not limited to, issuing common stock, loans from financial institutions, issuance of convertible debt securities or preferred equity securities, asset securitization and the sale and lease-back of facilities.

We may, at any time, seek to retire or purchase our or ONEOK Partners’ outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market repurchases, privately negotiated transactions or otherwise. Such repurchases and exchanges, if any, will be on such terms and prices as we may determine and will depend on prevailing market conditions, or liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

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

Equity Issuances - On January 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, each publicly held common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK Common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing. We issued 41 million shares of common stock, with a fair value of $4.0 billion. There are no remaining Series B Preferred Units outstanding.

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Share Repurchase Program - Our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock. The program will terminate upon completion of the repurchase of the $2.0 billion of common stock or on January 1, 2029, whichever occurs first. For the three months ended March 31, 2025, we repurchased $17 million of our outstanding common stock with cash on hand, bringing total repurchases under the program to 1.865 million shares of common stock for $189 million since its inception in January 2024.

Capital Expenditures - We proactively monitor lead times on materials and equipment used in constructing capital projects, and we enter into procurement agreements for long-lead items for potential projects to plan for future growth. Our capital expenditures are financed typically through operating cash flows and short- and long-term debt. We do not expect the tariffs recently announced by the federal government to have a material impact on capital expenditures in 2025.

Capital expenditures, less allowance for equity funds used during construction, were $629 million and $512 million for the three months ended March 31, 2025 and 2024, respectively.

We expect total capital expenditures of $2.8 - $3.2 billion in 2025.

Credit Ratings - Our long-term debt credit ratings as of April 21, 2025, are shown in the table below:

Rating AgencyLong-Term RatingShort-Term RatingOutlook
Moody’sBaa2Prime-2Stable
S&PBBBA-2Stable
Fitch BBBF2Stable

Our credit ratings, which are investment grade, may be affected by our leverage, liquidity, credit profile or potential transactions. The most common criteria for assessment of our credit ratings are the debt-to-EBITDA ratio, interest coverage, business risk profile and liquidity. If our credit ratings were downgraded, our cost to borrow funds under our $3.5 Billion Credit Agreement would increase, and a potential loss of access to the commercial paper market could occur. In the event that we are unable to borrow funds under our commercial paper program and there has not been a material adverse change in our business, we would continue to have access to our $3.5 Billion Credit Agreement, which expires in 2030. An adverse credit rating change alone is not a default under our $3.5 Billion Credit Agreement.

In the normal course of business, our counterparties provide us with secured and unsecured credit. In the event of a downgrade in our credit ratings or a significant change in our counterparties’ evaluation of our creditworthiness, we could be required to provide additional collateral in the form of cash, letters of credit or other negotiable instruments as a condition of continuing to conduct business with such counterparties. We may be required to fund margin requirements with our counterparties with cash, letters of credit or other negotiable instruments.

Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors, subject to the rights of the holders of outstanding preferred stock. In February 2025, we paid a common stock dividend of $1.03 per share ($4.12 per share on an annualized basis), an increase of 4% compared with the same quarter in the prior year. A common stock dividend of $1.03 per share was declared in April 2025, for the shareholders of record at the close of business on May 5, 2025, payable on May 15, 2025.

For the three months ended March 31, 2025, our cash flows from operations exceeded dividends paid by $261 million. We expect our cash flows from operations to continue to sufficiently fund our cash dividends. To the extent operating cash flows are not sufficient to fund our dividends, we may utilize cash on hand from other sources of short- and long-term liquidity to fund a portion of our dividends.

CASH FLOW ANALYSIS

We use the indirect method to prepare our Consolidated Statements of Cash Flows. Under this method, we reconcile net income to cash flows provided by operating activities by adjusting net income for those items that affect net income but do not result in actual cash receipts or payments during the period and for operating cash items that do not impact net income. These reconciling items can include depreciation and amortization, deferred income taxes, impairment charges, allowance for equity funds used during construction, gain or loss on sale of business and assets, net undistributed earnings from unconsolidated affiliates, share-based compensation expense, other amounts and changes in our assets and liabilities not classified as investing or financing activities.

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The following table sets forth the changes in cash flows by operating, investing and financing activities for the periods indicated:
Variances
Three Months Ended2025 vs. 2024
March 31,$ Increase (Decrease) in Cash
20252024
(Millions of dollars)
Total cash provided by (used in):
Operating activities$904 $596 308 
Investing activities(694)(578)(116)
Financing activities(802)(291)(511)
Change in cash and cash equivalents(592)(273)(319)
Cash and cash equivalents at beginning of period733 338 395 
Cash and cash equivalents at end of period$141 $65 76 

Operating Cash Flows - Operating cash flows are affected by earnings from our business activities and changes in our operating assets and liabilities. Changes in commodity prices and demand for our services or products, whether because of general economic conditions, changes in supply, changes in demand for the end products that are made with our products or increased competition from other service providers, could affect our earnings and operating cash flows. Our operating cash flows can also be impacted by changes in our inventory balances, which are driven primarily by commodity prices, supply, demand and the operation of our assets.

Cash flows from operating activities, before changes in operating assets and liabilities for the three months ended March 31, 2025, increased $150 million compared with the same period in 2024, due primarily to the impact of the EnLink and Medallion Acquisitions as discussed in “Financial Results and Operating Information.”

The changes in operating assets and liabilities decreased operating cash flows $344 million for the three months ended March 31, 2025, compared with a decrease of $502 million for the same period in 2024. This change is due primarily to changes in accounts payable, which vary from period to period with changes in commodity prices and from the timing of payments to vendors, suppliers and other third parties and due to changes in risk management assets and liabilities. These changes were offset partially by changes in accounts receivable, which vary from period to period with changes in commodity prices and from the timing of cash receipts from counterparties.

Investing Cash Flows - Cash used in investing activities for the three months ended March 31, 2025, increased $116 million, compared with the same period in 2024, due primarily to an increase in capital expenditures related to our capital projects.

Financing Cash Flows - Cash used in financing activities for the three months ended March 31, 2025, increased $511 million, compared with the same period in 2024, due primarily to the repayment of long-term debt and a decrease of short-term borrowings in 2025.

IMPACT OF NEW ACCOUNTING STANDARDS

See Note A of the Notes to Consolidated Financial Statements in this Quarterly Report for discussion of new accounting standards.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our Consolidated Financial Statements and related disclosures in accordance with GAAP requires us to make estimates and assumptions with respect to values or conditions that cannot be known with certainty that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements. These estimates and assumptions also affect the reported amounts of revenue and expenses during the reporting period. Although we believe these estimates and assumptions are reasonable, actual results could differ from our estimates.

Information about our critical accounting estimates is included under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates,” in our Annual Report.

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FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements in reliance on the safe harbor protections of the Securities Act of 1933, as amended, and the Exchange Act, which involve substantial risk and uncertainties. Such forward-looking statements include, but are not limited to, statements relating to our anticipated financial performance, liquidity, management’s plans and objectives for our future capital projects and other future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions, potential or pending strategic transactions, the timing thereof and our ability to achieve the intended and projected operational, financial and strategic benefits from any such transactions, and other matters. The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Forward-looking statements and other statements in this Quarterly Report regarding our environmental, social and other sustainability targets, plans and goals are not an indication that these statements are required to be disclosed in our filings with the SEC, or that we will continue to make similar statements in the same extent or manner in future filings. In addition, historical, current and forward-looking environmental, social and sustainability-related statements may be based on standards and processes for measuring progress that are still developing and that continue to evolve, and assumptions that are subject to change in the future.

Forward-looking statements include the items identified in the preceding paragraphs, the information concerning possible or assumed future results of our operations and other statements contained in this Quarterly Report identified by words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “projects,” “scheduled,” “should,” “target,” “will,” “would,” and other words and terms of similar meaning.

One should not place undue reliance on forward-looking statements. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices. In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:

the impact on drilling and production by factors beyond our control, including the demand for natural gas, NGLs, Refined Products and crude oil; producers’ desire and ability to drill and obtain necessary permits; regulatory compliance; reserve performance; and capacity constraints and/or shut downs on the pipelines that transport crude oil, natural gas, NGLs, and Refined Products from producing areas and our facilities;
the impact of unfavorable economic and market conditions, inflationary pressures, which may increase our capital expenditures and operating costs, raise the cost of capital or depress economic growth;
the impact of the volatility of natural gas, NGL, Refined Products and crude oil prices on our earnings and cash flows, which is impacted by a variety of factors beyond our control, including international terrorism and conflicts and geopolitical instability;
the impact of reduced volatility in energy prices or new government regulations that could discourage our storage customers from holding positions in Refined Products, crude oil and natural gas;
the economic or other impact of announced or future tariffs;
our dependence on producers, gathering systems, refineries and pipelines owned and operated by others and the impact of any closures, interruptions or reduced activity levels at these facilities;
the impact of increased attention to ESG issues, including climate change, and risks associated with the physical and financial impacts of climate change;
risks associated with operational hazards and unforeseen interruptions at our operations;
the inability of insurance proceeds to cover all liabilities or incurred costs and losses, or lost earnings, resulting from a loss;
the risk of increased costs for insurance premiums or less favorable coverage;
demand for our services and products in the proximity of our facilities;
risks associated with our ability to hedge against commodity price risks or interest rate risks;
a breach of information security, including a cybersecurity attack, or failure of one or more key information technology or operational systems, and terrorist attacks, including cyber sabotage;
exposure to construction risk and supply risks if adequate natural gas, NGL, Refined Products and crude oil supply is unavailable upon completion of facilities;
the accuracy of estimates of hydrocarbon reserves, which could result in lower than anticipated volumes;
our lack of ownership over all of the land on which our property is located and certain of our facilities and equipment;
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the impact of changes in estimation, type of commodity and other factors on our measurement adjustments;
excess capacity on our pipelines, processing, fractionation, terminal and storage assets;
risks associated with the period of time our assets have been in service;
our partial reliance on cash distributions from our unconsolidated affiliates on our operating cash flows;
our ability to cause our joint ventures to take or not take certain actions unless some or all of our joint-venture participants agree;
our reliance on others to operate certain joint-venture assets and to provide other services;
our ability to use net operating losses and certain tax attributes;
increased regulation of exploration and production activities, including hydraulic fracturing, well setbacks and disposal of wastewater;
impacts of regulatory oversight and potential penalties on our business;
risks associated with the rate regulation, challenges or changes, which may reduce the amount of cash we generate;
the impact of our gas liquids blending activities, which subject us to federal regulations that govern renewable fuel requirements in the U.S.;
incurrence of significant costs to comply with the regulation of greenhouse gas emissions;
the impact of federal and state laws and regulations relating to the protection of the environment, public health and safety on our operations, as well as increased litigation and activism challenging oil and gas development as well as changes to and/or increased penalties from the enforcement of laws, regulations and policies;
the impact of unforeseen changes in interest rates, debt and equity markets and other external factors over which we have no control;
actions by rating agencies concerning our credit;
our indebtedness and guarantee obligations could cause adverse consequences, including making us vulnerable to general adverse economic and industry conditions, limiting our ability to borrow additional funds and placing us at competitive disadvantages compared with our competitors that have less debt;
an event of default may require us to offer to repurchase certain of our or ONEOK Partners’ senior notes or may impair our ability to access capital;
the right to receive payments on our outstanding debt securities and subsidiary guarantees is unsecured and effectively subordinated to any future secured indebtedness and any existing and future indebtedness of our subsidiaries that do not guarantee the senior notes;
use by a court of fraudulent conveyance to avoid or subordinate the cross guarantees of our or ONEOK Partners’ indebtedness;
the risks associated with pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions and any regulatory delay or conditions imposed by regulatory bodies in connection with any such acquisitions and dispositions;
the risk that the EnLink and Medallion businesses will not be integrated successfully;
our ability to effectively manage our expanded operations following closing of recent acquisitions;
our ability to pay dividends;
our exposure to the credit risk of our customers or counterparties;
a shortage of skilled labor;
misconduct or other improper activities engaged in by our employees;
the impact of potential impairment charges;
the impact of the changing cost of providing pension and health care benefits, including postretirement health care benefits, to eligible employees and qualified retirees;
our ability to maintain an effective system of internal controls; and
the risk factors listed in the reports we have filed and may file with the SEC.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other factors could also affect adversely our future results. These and other risks are described in greater detail in Part I, Item 1A, “Risk Factors,” in our Annual Report and in our other filings that we make with the SEC, which are available via the SEC’s website at www.sec.gov and our website at www.oneok.com. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Any such forward-looking statement speaks only as of the date on which such statement is made, and other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

COUNTERPARTY CREDIT RISK

We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments, letters of credit, liens and other forms of collateral, when appropriate. Certain of our counterparties may be impacted by a relatively low commodity price environment and could experience financial problems, which could result in nonpayment and/or nonperformance, which could impact adversely our results of operations.

In our Natural Gas Gathering and Processing, Natural Gas Liquids and Natural Gas Pipelines segments, the creditworthiness of our counterparties, which are primarily investment grade, is consistent with that discussed in Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in our Annual Report. In our Refined Products and Crude segment, for the three months ended March 31, 2025, including EnLink and Medallion, approximately 85% of our revenues were made from customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit, liens or other collateral.

There have been no material changes in market risk exposures that would affect the other quantitative and qualitative disclosures presented in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report.

See Note D of the Notes to Consolidated Financial Statements in this Quarterly Report for more information on our hedging activities.

ITEM 4.CONTROLS AND PROCEDURES

Quarterly Evaluation of Disclosure Controls and Procedures - Our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting - There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

We have elected to use a $1 million threshold for disclosing environmental proceedings.

Information about our legal proceedings is included in Note J of the Notes to Consolidated Financial Statements in this Quarterly Report and under Note P of the Notes to Consolidated Financial Statements in our Annual Report.

ITEM 1A.RISK FACTORS

There have been no material changes to the risk factors set forth in Part I, Item 1A, Risk Factors, of our Annual Report that could affect us and our business. Although we have tried to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial performance. Investors should consider carefully the discussion of risks and the other information included or incorporated by reference in this Quarterly Report, including “Forward-Looking Statements,” which are included in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of the Publicly Announced Program (a)
Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program
 (Millions of dollars)
January 2025 (b)125,000 $100.46 125,000 $1,828 
February 2025— $— — $1,828 
March 2025190,000 $91.79 190,000 $1,811 
Total
315,000 315,000 
(a) - In January 2024, our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock. The program will terminate upon completion of the repurchases of the $2.0 billion of common stock, or on January 1, 2029, whichever occurs first.
(b) - Includes 125,000 shares that were repurchased in December 2024, and settled in January 2025.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangements,” as each term is defined in item 408(a) Regulation S-K.

Disclosure Pursuant to Item 5.03 of Form 8-K – Amendments to Articles of Incorporation or Bylaws - In connection with our repurchase on April 25, 2025 of all our outstanding Series E Preferred Stock from ONEOK Foundation, Inc., a not-for-profit corporation formed for the purpose of making charitable contributions, on April 28, 2025, we filed a certificate of retirement which (i) retired and canceled all such outstanding shares of Series E Preferred Stock and (ii) amended our certificate of incorporation to eliminate all references to the Series E Preferred Stock. The retired shares have now resumed the status of authorized but unissued shares of our preferred stock, such that the total number of authorized shares of our preferred stock is 100,000,000 of undesignated preferred stock. No shareholder vote was required to approve the certificate of retirement. Our amended and restated certificate of incorporation is filed as Exhibit 3.1 to this Quarterly Report.

ITEM 6.EXHIBITS

Readers of this report should not rely on or assume the accuracy of any representation or warranty or the validity of any opinion contained in any agreement filed as an exhibit to this Quarterly Report, because such representation, warranty or opinion may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent an allocation of risk between parties in the particular transaction, may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes, or may no longer continue to be true as of any given date. All exhibits attached to this Quarterly Report are included for the purpose of complying with requirements of the SEC. Other than the certifications made by our officers pursuant to the Sarbanes-Oxley Act of 2002 included as exhibits to this Quarterly Report, all exhibits are included only to provide information to investors regarding their respective terms and should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.


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The following exhibits are filed as part of this Quarterly Report:
Exhibit No.Exhibit Description
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
35

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4.10
4.11
4.12
4.13
4.14
4.15
10.1
10.2
10.3*
10.4
10.5
36

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22.1
31.1
31.2
32.1
32.2
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definitions Document.
101.LABInline XBRL Taxonomy Label Linkbase Document.
101.PREInline XBRL Taxonomy Presentation Linkbase Document.
104Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).
*Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ONEOK undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits to the SEC upon its request.
Attached as Exhibit 101 to this Quarterly Report are the following Inline XBRL-related documents: (i) Document and Entity Information; (ii) Consolidated Statements of Income for the three months ended March 31, 2025 and 2024; (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024; (iv) Consolidated Balance Sheets at March 31, 2025, and December 31, 2024; (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024; (vi) Consolidated Statements of Changes in Equity for the three months ended March 31, 2025 and 2024; and (vii) Notes to Consolidated Financial Statements.
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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 ONEOK, Inc.
 Registrant
  
Date: April 30, 2025By:/s/ Walter S. Hulse III
 Walter S. Hulse III
 Chief Financial Officer, Treasurer and
 Executive Vice President, Investor Relations
and Corporate Development
 (Principal Financial Officer)
38
4918-0271-0330, v. 2 TO: OKLAHOMA SECRETARY OF STATE 2300 N. Lincoln Blvd., Room 101, State Capitol Building Oklahoma City, Oklahoma 73105-4897 (405) 521-2520 AMENDED CERTIFICATE OF INCORPORATION OF ONEOK, INC. The undersigned Oklahoma corporation, for the purpose of amending its amended and restated certificate of incorporation as provided by Section 1077 of the Oklahoma General Corporation Act, hereby certifies that: 1. The name of the corporation is ONEOK, Inc. (the “Corporation”). 2. The name of the registered agent and the street address of the registered office in the State of Oklahoma is: National Registered Agents, Inc., 115 S.W. 89th Street, Oklahoma City, Oklahoma, Oklahoma County 73139-8505. 3. The duration of the Corporation is perpetual. 4. The aggregate number of authorized shares of the Corporation prior to the amendment described below is 700,000,000 shares, of which 100,000,000 shares, par value $0.01 per share, are designated Preferred Stock and 600,000,000 shares, par value $0.01 per share, are designated Common Stock. 5. The Corporation’s amended and restated certificate of incorporation, as amended to date, shall be amended by deleting the initial paragraph of Article FOURTH thereof and replacing such paragraph with the following: “The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,300,000,000 shares divided into two classes, of which 100,000,000 shares, par value $0.01 per share, shall be designated Preferred Stock and 1,200,000,000 shares, par value $0.01 per share, shall be designated Common Stock.” 6. At a meeting of the Corporation’s Board of Directors duly called and held on February 22, 2017, a resolution was duly adopted setting forth the foregoing proposed amendment to the amended and restated certificate of incorporation of the Corporation, declaring said amendment to be advisable and calling a special meeting of the Corporation’s shareholders for consideration of the proposed amendment. 7. Pursuant to said resolution of the Corporation’s Board of Directors, at the special meeting of shareholders of the Corporation duly called and held on June 30, 2017, the necessary number of shares as required by Section 1077 of the Oklahoma General Corporation Act were voted in favor of the proposed amendment, and the amendment was duly adopted in accordance with the provisions of Section 1077 of the Oklahoma General Corporation Act. Exhibit 3.1


 
4918-0271-0330, v. 2 IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its President and Chief Executive Officer and attested by its Secretary, this 3rd day of July, 2017. ONEOK, INC. By: /s/ Terry K. Spencer Name: Terry. K. Spencer Title: President and Chief Executive Officer ATTEST: By: /s/ Eric Grimshaw Name: Eric Grimshaw Title: Vice President, Associate General Counsel and Secretary


 
4918-0271-0330, v. 2 CERTIFICATE OF CORRECTION TO THE SECRETARY OF STATE OF OKLAHOMA: The undersigned corporation, for the purpose of correcting its amended and restated certificate of incorporation as that instrument was filed in the Office of the Secretary of State of Oklahoma on May 15, 2008, pursuant to Section 1007 of the Oklahoma General Corporation Act (as amended, the “OGCA”), hereby certifies: 8. The name of the corporation as it appears on the records of the Secretary of State of the State of Oklahoma is: “ONEOK, Inc.” 9. An Amended and Restated Certificate of Incorporation (the “Certificate”) was filed with the Secretary of State of the State of Oklahoma on May 15, 2008, and the Certificate requires correction as permitted by Section 1007(F) of the OGCA. 10. The inaccuracy or defect of the Certificate to be corrected is the inadvertent omission as exhibits thereto of two Certificates of Designation and the inadvertent omission of a reference to such Certificates of Designation in Article Fourth of the Certificate. 11. The Certificate is corrected first by adding the following paragraph after paragraph 1(a) of Article Fourth: “(b) Designations. Of the Preferred Stock, 20,000,000 shares have been designated as Convertible Preferred Stock, Series A, 30,000,000 have been designated as Convertible Preferred Stock, Series B and 1,000,000 shares have been designated as Series C Participating Preferred Stock. The Certificate of Designation for the Convertible Preferred Stock, Series A and Convertible Preferred Stock, Series B is attached hereto as Exhibit A, and the Certificate of Designation for the Series C Participating Preferred Stock is attached hereto as Exhibit B, and the voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions for each of the Convertible Preferred Stock, Series A, the Convertible Preferred Stock, Series B and the Series C Participating Preferred Stock contained in such Certificates of Designation are incorporated herein by reference.”


 
4918-0271-0330, v. 2 12. The Certificate is secondly corrected by attaching the following to the Certificate as Exhibit A: EXHIBIT A CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF, OF CONVERTIBLE PREFERRED STOCK OF WAI, INC. Pursuant to Section 1032 of the General Corporation Act of the State of Oklahoma WAI, INC., an Oklahoma corporation (the “Corporation”), does hereby certify that the Board of Directors of the Corporation duly adopted the following resolution, at a meeting duly convened and held on November 25, 1997, in respect of two series of Preferred Stock, par value $0.01 per share, of the Corporation, pursuant to authority conferred upon the Board by Article Fourth of the Certificate of Incorporation of the Corporation and in accordance with Section 1032 of the General Corporation Act of the State of Oklahoma: BE IT RESOLVED, that the issuance of two series of Preferred Stock of the Corporation is hereby authorized, and the designation, amount, powers, preferences and relative, participating, optional and other special rights and qualifications, limitations and restrictions thereof, of the shares of such series of Preferred Stock of the Corporation, are hereby fixed as follows: 1. Designation; Class and Amount; Certain Definitions. The two series of Preferred Stock, the issuance of which is hereby authorized, shall comprise twenty million (20,000,000) shares the distinctive serial designation of which shall be “Preferred Stock, Series A”, which is sometimes herein referred to as “Convertible Preferred Stock, Series A” and thirty million (30,000,000) shares the distinctive serial designation of which shall be “Preferred Stock, Series B”, which is sometimes herein referred to as “'Convertible Preferred Stock, Series B” and, together with the Convertible Preferred Stock, Series A, the “Convertible Preferred Stock”. Each share of Convertible Preferred Stock, Series A shall be identical in all respects with all other shares of Convertible Preferred Stock, Series A and each share of Convertible Preferred Stock, Series B shall be identical in all respects with all other shares of Convertible Preferred Stock, Series B. The number of shares of Convertible Preferred Stock which are purchased or otherwise acquired by the Corporation or converted into Common Stock shall be cancelled and shall revert to authorized but unissued shares of Convertible Preferred Stock undesignated as to series. Certain capitalized terms used herein have the meanings specified therefor in Section 10 below.


 
4918-0271-0330, v. 2 2. Dividends; Priority. (a) (i) Payments of Dividend: Convertible Preferred Stock, Series A. Each Holder of shares of Convertible Preferred Stock, Series A, shall be entitled to receive, when and if declared by the Board of Directors, in respect of each share of Convertible Preferred Stock, Series A, out of the funds of the Corporation legally available therefor, quarterly cash dividend payments for each Dividend Period or portion thereof during which such share of Convertible Preferred Stock, Series A is outstanding. Such dividend payments shall be made: (A) during the First Dividend Stage, in an amount determined by multiplying (x) the dividend amount declared in respect of each share of the Corporation's common stock, par value $0.01 per share (the “Common Stock”) for such Dividend Period (such amount payable being adjusted appropriately as set forth in Section 7(d) to reflect any stock split, stock dividend, reverse stock split, reclassification or any transaction with a comparable effect upon the Common Stock), times (y) 1.5; and (B) during the Second Dividend Stage, in an amount determined by multiplying (x) the dividend amount declared in respect of each share of Common Stock of the Corporation for such Dividend Period (such amount payable being adjusted appropriately as set forth in Section 7(d) to reflect any stock split, stock dividend, reverse stock split. reclassification or any transaction with a comparable effect upon the Common Stock), times (y) 1.25, provided, however, that in no event during either the First or the Second Dividend Stage shall the aggregate annual dividend amount payable in respect of each share of Convertible Preferred Stock, Series A be less than $1.80. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on shares of Convertible Preferred Stock, Series A which are not paid. (ii) Payments of Dividend: Convertible Preferred Stock, Series B. Each Holder of shares of Convertible Preferred Stock, Series B, shall be entitled to receive, when and if declared by the Board of Directors, in respect of each share of Convertible Preferred Stock, Series B, out of the funds of the Corporation legally available therefor, quarterly cash dividend payments for each Dividend Period or portion thereof during which such share of Convertible Preferred Stock, Series B is outstanding. Such dividend payments shall be made in an amount determined by multiplying (x) the dividend amount declared in respect of each share of Common Stock of the Corporation for such Dividend Period (such amount payable being adjusted appropriately as set forth in Section 7(d) to reflect any stock split, stock dividend, reverse stock split, reclassification or any transaction with a comparable effect upon the Common Stock) times (y) 1.25, provided, however, that in no event during the First Dividend Stage, shall the aggregate annual dividend amount payable in respect of each share of Convertible Preferred Stock, Series B be less than $1.50 and provided, further, that in no event during the Second Dividend Stage, shall the aggregate annual dividend amount payable in respect of each share of Convertible Preferred Stock, Series B be less than $1.80. No interest or sum of money in lieu of interest shall be payable in respect of any dividend payment or payments on shares of Convertible Preferred Stock, Series B which are not paid. (b) Payment and Record Dates. Dividends accrued on the Convertible Preferred Stock in respect of each Dividend Period shall be payable, when and if declared by the Board of Directors, in arrears prior to or concurrently with each date of payment (each such date, a “Dividend Payment Date'') by the Corporation of quarterly cash dividends on the Common Stock in respect of such Dividend Period; provided, however, that if any such day is not a Business Day the applicable Dividend Payment Date shall be the next succeeding day that is a Business Day;


 
4918-0271-0330, v. 2 and provided, further that if no quarterly cash dividends are paid on the Common Stock in respect of any such Dividend Period, the Dividend Payment Date shall mean such date as may be determined by the Board of Directors within three months following the end of such Dividend Period. Dividends on the Convertible Preferred Stock shall accrue based on the then-current dividend amount on a daily basis from the commencement of each Dividend Period. Dividends will cease to accrue in respect of any shares of Convertible Preferred Stock on the Surrender Date (as defined below) in respect of a mandatory conversion pursuant to Section 7(c) or on the Surrender Date in respect of a voluntary conversion pursuant to Section 7(a). Dividends payable on the Convertible Preferred Stock for any Dividend Period constituting less than a full fiscal quarter shall be computed ratably on the basis of a 360-day year or 12 30-day months. Dividends for any Dividend Period shall not be cumulative to the extent not paid in full on each Dividend Payment Date. Dividends on the Convertible Preferred Stock in respect of any Dividend Period unpaid as of the Dividend Payment Date for such Dividend Period shall permanently remain unpaid. The foregoing notwithstanding, dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular Dividend Payment Date. Dividends shall be payable to the Holders as they appear on the Stock Books not exceeding 40 days preceding the relevant Dividend Payment Date. Dividends shall be paid in cash, by wire transfer in immediately available funds to the accounts designated by the respective Holders in written notices given to the Corporation at least five Business Days prior to the payment date or by such other means as may be agreed to by the Corporation and the respective Holders, such wire transfer to be effected for good value on or before the Dividend Payment Date. (c) Dividend Rate: Calculation of Dividend Rate: Notice. (i) The First Dividend Stage shall commence upon the initial issuance of Convertible Preferred Stock and shall cease upon the fifth anniversary of the Closing Date. (ii) The Second Dividend Stage shall commence upon the fifth anniversary of the Closing Date and shall continue for so long as any shares of Convertible Preferred Stock shall remain outstanding. (iii) Notwithstanding anything in this Certificate of Designations to the contrary, the holders of the Convertible Preferred Stock shall participate in all Special Dividends on a share for share basis with the holders of Common Stock, as if shares of the Convertible Preferred Stock were converted into Common Stock immediately prior to the record date with respect to each such Special Dividend, and Special Dividends shall not be taken into account in determining the annual dividend rate of the Convertible Preferred Stock for purposes of Section 2(a) hereof. (d) The Corporation will cause written notice of each dividend amount on the Convertible Preferred Stock to be given to each Holder within five Business Days after it is determined by the Board of Directors. Notwithstanding the foregoing, if the Corporation shall not declare quarterly cash dividends on its Common Stock for any Dividend Period, the dividend amount on the Convertible Preferred Stock for purposes of Section 2(a) hereof shall be computed by reference to the dividend amount on the Common Stock for the most recent Dividend Period in respect of which dividends (other than Special Dividends) were paid.


 
4918-0271-0330, v. 2 (e) Priority as to Dividends; Restriction on Dividends, Redemption, etc. The Corporation shall not, for so long as the Convertible Preferred Stock shall remain outstanding, directly or indirectly, declare or pay or set apart for payment any dividends (including cumulative dividends) or make (or permit any Subsidiary to make) any other distributions on, or payment on account of the purchase, redemption or other retirement or acquisition for value of the Common Stock, any other capital stock of the Corporation ranking junior to the Convertible Preferred Stock as to dividends or as to distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Corporation or any options, warrants or rights to purchase or acquire Common Stock or any such capital stock or any securities convertible into or exchangeable for shares of Common Stock or any such capital stock, except that such payment of dividends and such other distributions and payments may be made so long as full dividends payable on the Convertible Preferred Stock for the Dividend Period commencing immediately prior to the date of such dividend, distribution or other payment have been or are concurrently paid (or a sum sufficient for the payment thereof set apart for such payment subject to declaration thereof); provided, however, that the foregoing restrictions shall not apply to: (i) any dividend payable solely in shares of any stock of the Corporation ranking, as to dividends and as to distribution of assets upon any liquidation, dissolution or winding-up of the affairs of the Corporation, junior to the Convertible Preferred Stock (or payable solely in options, warrants or rights to purchase or acquire any such stock) or (ii) any distribution pursuant to any employee or director incentive or benefit plan or arrangement (including any employment, severance or consulting agreement) of the Corporation or any Subsidiary heretofore or hereafter adopted; or (iii) any distribution pursuant to a redemption, at the stated redemption price, of any rights granted to Holders of Common Stock pursuant to a stockholder rights plan; or (iv) any dividend approved in writing by the holders of at least 66 2/3 percent of all shares of Convertible Preferred Stock then outstanding. Holders of shares of Convertible Preferred Stock shall be entitled to receive dividends in accordance with the foregoing clause (a) of this Section 2 in preference to and in priority over any dividend upon any securities junior to the Convertible Preferred Stock. 3. Voting Rights. (a) Holders of shares of Convertible Preferred Stock, voting together as a single class with holders of shares of Common Stock (and with holders of any other class or series of stock which may similarly be entitled to vote with the holders of Common Stock) shall be entitled at any meeting of stockholders called for the purpose of voting on (or acting by written consent without need of any advance notice) Opt-out Amendment (as defined in the Merger Agreement) (ii) any proposed amendment to the Certificate of Incorporation or By-Laws which would reasonably have the effect of modifying in any way the Opt-out Amendment or would reasonably cause the Corporation to become subject to (a) the Control Share Acquisition Statute (as defined in the Merger Agreement) or (b) any other provisions which are substantially similar to the Control Share Acquisition Statute or (iii) any transaction or series of transactions submitted to a vote of the stockholders of the Corporation which, if consummated, would constitute a Change in Control, to vote with respect to such transaction(s). When voting together with the holders of shares of Common Stock on any such transaction(s), each share of Convertible Preferred Stock shall carry, as of the record date applicable to such vote, a number of votes equal to the number of votes carried in the aggregate by the number of shares of Common Stock issuable upon conversion of one share of Convertible Preferred Stock into Common Stock in accordance with Section 7 below.


 
4918-0271-0330, v. 2 (b) Except as provided by this Section 3 and Sections 4 and 8 below, or as otherwise may be required by applicable law, the Holders of Convertible Preferred Stock shall not be entitled, by virtue of their being Holders thereof, to vote in any election of directors to the Board of the Corporation, or with respect to any other matter submitted to the stockholders of the Corporation. Where a vote of the Holders, voting as a separate class, may be required by applicable law or by this Section 3 or Section 4 or 8, each share of Convertible Preferred Stock Series A and each share of Convertible Preferred Stock, Series B, shall carry one vote. 4. Covenants. So long as any shares of Convertible Preferred Stock are outstanding, the Corporation covenants and agrees with and for the benefit of the Holders of such shares that without the affirmative vote or consent of Holders of 66 2/3 percent of all shares of the Convertible Preferred Stock then outstanding, voting as a separate class in person or by proxy or by written consent delivered to the Secretary of the Corporation, the Corporation shall not amend, alter or repeal any provision of the Certificate of Incorporation of the Corporation, this Certificate of Designations, or any amendment or supplement to any of the foregoing, so as to affect adversely the rights, powers, preferences, qualifications, limitations or restrictions of any Holder of Convertible Preferred Stock. 5. Redemption. Shares of the Convertible Preferred Stock shall not be redeemable, in whole or in part, in any event, at the option of the Corporation. 6. Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the Holders of shares of Convertible Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount per share in cash equal to the amount that would be payable on one share of Common Stock (such amount payable being adjusted appropriately to reflect any stock split, stock dividend, reverse stock split, or any transaction with comparable effect upon the Common Stock and assuming conversion of all shares of Convertible Preferred Stock then outstanding into shares of Common Stock immediately prior to such liquidation, dissolution or winding up), plus all dividends then due on the Convertible Preferred Stock (the “Liquidation Preference”). This entitlement of the Holders of shares of Convertible Preferred Stock shall be satisfied before any similar payment shall be made or any assets distributed to the holders of the Common Stock or any other security junior in rank to the Convertible Preferred Stock as to distribution of assets upon such dissolution, liquidation or winding up. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to all of the Holders of the outstanding shares of Convertible Preferred Stock, then the Holders of all such shares shall share ratably in such distribution of assets in accordance with the respective liquidation preferences to which they are entitled. For the purposes of this section, neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary; unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a dissolution or winding up of the business of the Corporation.


 
4918-0271-0330, v. 2 7. Conversion. (a) Conversion Right. At any time after the occurrence of a Regulatory Change, each share of Convertible Preferred Stock shall be convertible at the option of the Holder thereof into one fully paid and nonassessable share of Common Stock (as adjusted pursuant to Section 7(d) hereof). (b) (i) Conversion Procedures. Any Holder of shares of Convertible Preferred Stock desiring to convert such shares into Common Stock shall surrender the certificate(s) evidencing such shares of Convertible Preferred Stock of the Holder at the office of the transfer agent appointed for the purpose of such conversion by the Corporation. Such surrendered certificate(s), if the Corporation shall so require, shall be duty endorsed to the Corporation or in blank, or accompanied by proper instruments of transfer to the Corporation or in blank, and, in the case of any conversion other than a mandatory conversion pursuant to clause (c) of this Section 7 below, shall be accompanied by written notice to the Corporation that the Holder elects so to convert such shares of Convertible Preferred Stock, which notice shall specify the name or names (with address or addresses) in which the Holder wishes the certificate(s) evidencing shares of Common Stock to be issued in exchange for that certificate or those certificates so surrendered. (ii) The Corporation shall, within five Business Days after such surrender of certificates evidencing shares of Convertible Preferred Stock accompanied by written notice and in compliance with any other conditions contained herein, issue and deliver, or cause to be issued and delivered, to the person(s) for whose account such certificate(s) evidencing shares of Convertible Preferred Stock were so surrendered, or to the nominee(s) of such Person(s), certificates representing the number of full shares of Common Stock to which such Person shall be entitled pursuant to the then-applicable conversion rate. Such conversion shall be deemed to have been made on the date of such surrender of the certificate(s) evidencing shares of Convertible Preferred Stock to be converted (the “Surrender Date”) and the Person(s) entitled to receive the Common Stock deliverable upon conversion of such Convertible Preferred Stock shall be treated for all purposes as the record holder(s) of such Common Stock on such date and thereafter. Conversion of Preferred Stock may otherwise be achieved in accordance with such procedures as the Corporation and a majority of the Holders may agree. (iii) In the event that fewer than all shares of Convertible Preferred Stock represented by a surrendered certificate are to be converted hereunder, a new certificate shall be issued at the Corporation's expense representing the shares of Convertible Preferred Stock not so converted. (iv) Effective on the day following the Surrender Date, dividends shall cease to accrue on any shares of Convertible Preferred Stock surrendered for conversion, such shares of Convertible Preferred Stock shall no longer be deemed outstanding, all rights of the Holders thereof as preferred stockholders of the Corporation shall cease (other than the right to receive dividends declared or otherwise payable, to Holders of Convertible Preferred Stock on a record date prior to the Surrender Date) and thereupon the certificate(s) theretofore representing shares of Convertible Preferred Stock shall represent only the right to receive the Common Stock deliverable upon conversion in respect thereof. (v) If any shares of Convertible Preferred Stock are surrendered for conversion subsequent to the record date preceding a Dividend Payment Date but on or prior to such Dividend


 
4918-0271-0330, v. 2 Payment Dare (except shares called for redemption on a redemption date between such record date and such Dividend Payment Date), the Holder of such shares at the close of business on such record date shall be entitled to receive the dividend payable on such shares on such Dividend Payment Date notwithstanding the conversion thereof. (c) Mandatory Conversion. Immediately upon the transfer of Beneficial Ownership of any share of Convertible Preferred Stock to any Person other than the Shareholder or an Affiliate of the Shareholder, such share of Convertible Preferred Stock shall convert into one fully-paid and non-assessable share of Common Stock (as adjusted pursuant to Section 7(d)), in accordance with the procedures provided in clause (b) of this Section 7. (d) The conversion rate shall be adjusted from time to time as follows: (i) In case the Corporation shall, at any time or from time to time while any of the shares of Convertible Preferred Stock are outstanding: (A) pay a dividend in shares of its Common Stock, (B) subdivide its outstanding shares of Common Stock into a smaller number of shares, or (C) combine its outstanding shares of Common Stock into a smaller number of shares, the conversion rate in effect immediately prior to such action shall be adjusted so that the Holder of any shares of Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which such Holder would have owned or have been entitled to receive immediately following such action had such shares of Convertible Preferred Stock been converted immediately prior thereto. An adjustment made pursuant to this Section 7(d)(i) shall become effective retroactively to immediately after the opening of business on the Business Day following the record date in the case of a dividend and shall become effective immediately after the opening of business on the Business Day following the effective date in the case of a subdivision or combination. If, as a result of an adjustment made pursuant to this Section 7(d)(i), the Holder of any shares of Convertible Preferred Stock thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of capital stock of the Corporation, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted conversion rate between or among shares of such classes of capital stock. (ii) In case the Corporation shall, at any time or from time to time while any of the shares of Convertible Preferred Stock are outstanding, issue rights or warrants to all holders of shares of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into or exchangeable for Common Stock) at a price per share less than the current Market Price per share of Common Stock, at such record date, the conversion rate shall be adjusted so that it shall equal the rate determined by multiplying the conversion rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such current market price. For the purposes of this Section 7(d)(ii), the issuance of rights or warrants to subscribe for or purchase securities convertible into Common Stock shall be deemed to be the issuance of rights or warrants to purchase the shares of Common Stock into which such securities are convertible at an aggregate offering price equal to the aggregate offering price of such


 
4918-0271-0330, v. 2 securities plus the minimum aggregate amount (if any) payable upon conversion of such securities into shares of Common Stock; provided, however, that if all of the shares of Common Stock subject to such rights or warrants have not been issued when such rights or warrants expire, then, the conversion rate shall promptly be readjusted to the conversion rate which would then be in effect had the adjustment upon the issuance of such rights or warrants been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such rights or warrants. The foregoing provision shall not apply to issuances of rights pursuant to a stockholder rights plan provided that such rights are issued together with the Common Stock upon conversion of the Convertible Preferred Stock. An adjustment made pursuant to this Section 7(d)(ii) shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. (iii) In case the Corporation shall, at any time or from time to time while any of the shares of Convertible Preferred Stock are outstanding, distribute to all holders of shares of its Common Stock evidences of its indebtedness or securities or assets (excluding cash dividends payable out of consolidated earnings or retained earnings or dividends payable in shares of Common Stock) or rights or warrants to subscribe for securities of the Corporation or any of its subsidiaries (excluding those referred to in Section 7(d)(ii)), then in each such case the conversion rate shall be adjusted so that it shall equal the rate determined by multiplying the conversion rate in effect immediately prior to the date of such distribution by a fraction, the numerator of which shall be the current Market Price per share of the Common Stock on the record date referred to below, and the denominator of which shall be such current market price per share of the Common Stock less the then fair market value of the portion of the assets or evidences of indebtedness or securities or assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock. Such adjustment shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution. (iv) The Corporation shall be entitled at its option to make such additional adjustments in the conversion rate, in addition to those required by subsections 7(d)(i), 7(d)(ii) and 7(d)(iii), as shall be necessary in order that any dividend or distribution in shares of stock, subdivision or combination of shares of Common Stock, issuance of rights or warrants, evidences of indebtedness or assets (other than cash dividends payable out of consolidated earnings or retained earnings) referred to above, shall not be taxable to the Holders of shares of Convertible Preferred Stock. (v) In any case in which this Section 7(d) shall require that an adjustment be made retroactively immediately following a record date, the Corporation may elect to defer (but only for five (5) Business Days following the filing of the statement referred to in Section 7(d)(vii)) issuing to the holder of any shares of this Series converted after such record date (A) the shares of Common Stock and other capital stock of the Corporation issuable upon such conversion over and above (B) the shares of Common Stock and other capital stock of the Corporation issuable upon such conversion on the basis of the conversion rate prior to adjustment. (vi) Notwithstanding any other provisions of this Section 7(d), the Corporation shall not be required to make any adjustment of the conversion rate (A) in respect of any Special Dividend in which the holders of Convertible Preferred Stock participate as provided in Section 2(c)(iii) or (B) unless such adjustment would require an increase or decrease of at least 1%


 
4918-0271-0330, v. 2 in such rate (any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% in such rate). (vii) Whenever an adjustment in the conversion rate is required, the Corporation shall forthwith place on file with its Transfer Agent a statement signed by its Chief Executive Officer, Chief Financial Officer or a Vice President and by its Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, stating the adjusted conversion rate determined as provided herein. Such statements shall set forth in reasonable detail such facts as shall be necessary to show the reason and the manner of computing such adjustment. Promptly after the adjustment of the conversion rate, the Corporation shall mail a notice thereof to each holder of shares of Convertible Preferred Stock. (e) Reservation of Shares; Etc. (i) The Corporation shall at all times reserve and keep available, free from preemptive rights, out of its authorized and unissued stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion of all shares of the Convertible Preferred Stock from time to time outstanding, solely for the purpose of effecting such conversion. The Corporation shall, from time to time, in accordance with the laws of the State of Oklahoma, increase the authorized number of shares of Common Stock if at any time the number of shares of authorized and unissued Common Stock shall not be sufficient to permit the conversion of all the then-outstanding shares of Convertible Preferred Stock. (ii) If any shares of Common Stock required to be reserved hereunder for purposes of conversion require registration with or approval of any governmental authority under any Federal or state law before such shares may be issued upon conversion, the Corporation shall, in good faith and as expeditiously as possible, cause such shares to be duly registered or approved as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national or foreign securities exchange, the Corporation shall, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of Convertible Preferred Stock. (iii) The Corporation will pay any and all taxes that may be payable in respect of the issuance or delivery of shares of Common Stock upon conversion of shares of Convertible Preferred Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Convertible Preferred Stock so converted were registered and no such issuance or delivery shall be made unless and until the person requesting such issuance has paid to the Corporation the amount of any such tax or has established to the satisfaction of the Corporation that such tax has been paid. (f) Reclassifications, Consolidations, Mergers or Sales of Assets. In case of (i) any reclassification or change of outstanding shares of Common Stock (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) or (ii) any consolidation or merger of the Corporation with one or more other corporations (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification or change of outstanding shares of Common Stock issuable upon conversion of Convertible Preferred Stock), (iii) any sale


 
4918-0271-0330, v. 2 or conveyance to another corporation or other entity of all or substantially all of the property of the Corporation, or (iv) any other transaction which would constitute a Change in Control of the Corporation, then the Corporation, or such successor corporation or other entity, as the case may be, shall make appropriate provision so that the holder of each share of Convertible Preferred Stock then outstanding shall have the right to convert such share into the kind and amount of shares of stock or other securities and property receivable upon such consolidation, merger, sale, reclassification, change or conveyance by a holder of the number of shares of Common Stock into which such shares of Convertible Preferred Stock might have been converted immediately prior to such consolidation, merger, sale, reclassification, change or conveyance, subject to adjustment which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7(d). The provisions of this paragraph shall apply similarly to successive consolidations, mergers, sales or conveyances. 8. Priority. The Convertible Preferred Stock shall be senior in rank, both as to dividends and as to distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Corporation, to the Common Stock, or any class of equity securities of the Corporation which by its terms are junior to the Convertible Preferred Stock, and shall not be junior in rank with respect to any class or series of preferred stock that may be issued by the Corporation, unless the Holders of 66 2/3 percent of the outstanding shares of the Convertible Preferred Stock shall consent to the creation, reclassification or authorization of any class or series of the Corporation's capital stock ranking prior to the Convertible Preferred Stock as to dividends or as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or any security convertible into shares of such class or series. Except as otherwise provided in this Certificate of Designations, the Convertible Preferred Stock, Series A shall be deemed to rank on a parity with the Convertible Preferred Stock, Series B. 9. Notices. The Corporation shall provide notice to each Holder of any action taken or proposed to be taken or any determination made by the Corporation and/or the Shareholder under the terms of this Certificate of Designations. Notice of any such action or determination by the Corporation and/or the Shareholder and all other notices and other communications provided for in this Certificate of Designations shall be delivered by facsimile and by reputable overnight courier: (a) If to the Corporation, to: WAI, Inc. 100 West Fifth Street Tulsa, Oklahoma 74103 Facsimile: (918) 588-7960 Attn: President with a copy to: Gable Gotwals Mock Schwabe Kihle Gaberino 100 West Fifth Street. Suite 1000 Tulsa, Oklahoma 74103 Facsimile: (918) 583-7873


 
4918-0271-0330, v. 2 Attn: Donald H. Kihle, Esq. and Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Facsimile: (212) 859-4000 Attn: F. William Reindel, Esq. or such other address as the Corporation shall have furnished to the Holders in writing, (b) if to a Holder and/or the Shareholder, to the address and facsimile number of such Holder listed on the Stock Books of the Corporation. 10. Definitions. Certain capitalized terms are used herein as defined below: “Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with such Person. For the purposes of this definition, “control,” when used with respect to any particular Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. “Beneficial Owner” (and, with correlative meanings, “Beneficially Own” and, “Beneficial Ownership”) of any interest means a Person who, together with his, her or its Affiliates, is or may be deemed a beneficial owner of such interest for purposes of Rule 13d-3 or 13d-5 under the Exchange Act of 1934, or who, together with his, her, or its Affiliates, has the right to become such a beneficial owner of such interest (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise, conversion or exchange of any warrant, right or other instrument, or otherwise. “Board” shall mean the Board of Directors of the Corporation in office at the applicable time, as elected in accordance with the By-Laws of the Corporation and with the Stockholder Agreement. “Business Day” means any day other than a Saturday, a Sunday, a day on which the New York Stock Exchange is closed or a day on which state or federally chartered banking institutions in New York, New York are not required to be open. “By-Laws” shall mean the By-Laws of the Corporation, in the form specified in the Merger Agreement, as they may be amended from time to time. “Certificate of Designations” means this Certificate of Designations, Powers, Preferences and Relative, Participating, Optional or other Rights, and the Qualifications, Limitations or Restrictions Thereof, creating the Convertible Preferred Stock, Series A and Convertible Preferred Stock, Series B.


 
4918-0271-0330, v. 2 “Certificate of Incorporation” shall mean the Certificate of Incorporation of the Corporation, in the form specified in the Merger Agreement, as it may be amended from time to time. “Change in Control” shall mean the occurrence of any one of the following events: (1) any Person (other than WRI and/or its Affiliates) becoming the Beneficial Owner, directly or indirectly, of Voting Securities, pursuant to the consummation of a merger, consolidation, sale of all or substantially all of the Corporation's assets, share exchange or similar form of corporate transaction involving the Corporation or any of its subsidiaries that requires the approval of the Corporation's shareholders, whether for such transaction or the issuance of securities in such transaction, so as to cause such Person's Voting Ownership Percentage to exceed the Control Percentage (as defined below); provided, however, that the event described in this paragraph (1) shall not be deemed to be a Change in Control if it occurs as the result of any of the following acquisitions: (A) by any employee benefit plan sponsored or maintained by the Corporation or any Affiliate, or (B) by any underwriter temporarily holding securities pursuant to an offering of such securities; (2) the consummation of a merger, consolidation, sale of all or substantially all of the Corporation's assets, share exchange or similar form of corporate transaction involving the Corporation or any of its subsidiaries that requires the approval of the Corporation's shareholders, whether for such transaction or the issuance of securities in such transaction, unless immediately following such transaction more than 50 percent of the total voting power of (x) the corporation resulting from such transaction, or (y) if applicable, the ultimate parent corporation that directly or indirectly has Beneficial Ownership of 100 percent of the voting securities eligible to elect directors of such resulting corporation, is represented by Voting Securities that were outstanding immediately prior to such transaction (or, if applicable, shares into which such Voting Securities were converted pursuant to such transaction), and such voting power among the holders of such Voting Securities that were outstanding immediately prior to such transaction is in substantially the same proportion as the voting power of such Voting Securities among the holders thereof immediately prior to such transaction; or (3) the consummation of a plan of complete liquidation or dissolution of the Corporation. “Closing Date” means the date of consummation of the merger of ONEOK with and into the Corporation as provided in the Merger Agreement. “Code” means the Internal Revenue Code of 1986, as amended. “Common Stock” has the meaning specified in Section 2(a)(i) above. “Control Percentage” shall mean a Voting Ownership Percentage of 15 percent, during the period prior to a Regulatory Change, and a Voting Ownership Percentage of 35 percent thereafter.


 
4918-0271-0330, v. 2 “Convertible Preferred Stock” has the meaning specified in Section 1 above. “Dividend Period” means the applicable period from (and including) the Closing Date to the end of the first fiscal quarter after the Closing Date, and each fiscal quarter thereafter. “Dividend Rate” has the meaning specified in Section 2(c) above. “First Dividend Stage” has the meaning specified in Section 2(c)(iii) above. “Holder” means a holder of record of a share or shares of Convertible Preferred Stock. “Liquidation Preference” has the meaning specified in Section 6 above. The “Market Price” for the Common Stock shall mean the average of the closing prices for such Common Stock for the twenty (20) Trading Days immediately prior to the date on which the Market Price is being determined; provided, however, that in the event that the current per share market price of the Common Stock is determined during a period following the announcement by the Corporation of (a) a dividend or distribution on the Common Stock payable in shares of Common Stock or securities convertible into Common Stock, or (b) any subdivision, combination or reclassification of the Common Stock and prior to the expiration of 20 Trading Days after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to take into account ex-dividend trading or the effects of such subdivision, combination or reclassification. The closing price for each Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system of the New York Stock Exchange or, if the Common Stock is no longer listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to the principal national securities exchange on which the Common Stock is then listed or admitted to trading or if the Common Stock is no longer listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System or such other system then in use, or, if on any such date the Common Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such security selected by a majority of the Board or, if on any such date no market maker is making a market in such security, the fair value as determined in good faith by a majority of the Board based upon the opinion of an independent investment banking firm of recognized standing. “Merger Agreement” means the Agreement, dated as of December 12, 1996, between ONEOK and WRI, as amended and/or restated from time to time. “ONEOK” means Oneok, Inc., a Delaware corporation. “Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity.


 
4918-0271-0330, v. 2 A “Regulatory Change” will be deemed to have occurred upon the receipt by the Shareholder of an opinion of the Shareholder's counsel (which counsel must be reasonably acceptable to the Corporation) to the effect that either (1) the Public Utility Holding Company Act of 1935 (the “1935 Act”) has been repealed, modified, amended or otherwise changed or (2) the Shareholder has received an exemption, or, in the unqualified opinion of such counsel, is entitled without any regulatory approval to claim an exemption, or has received an approval or no-action letter from the Securities and Exchange Commission or its staff under the 1935 Act or has registered under the 1935 Act, or any combination of the foregoing, and as a consequence of (1) and/or (2) the Shareholder may fully and legally exercise the rights set forth in the Shareholder Agreement which take effect in the period after a Regulatory Change has occurred. “Second Dividend Stage” has the meaning specified in Section 2(c)(ii) above. “Shareholder” means WRI. “Shareholder Agreement” means the Shareholder Agreement, dated as of November 26, 1997 between WAI and WRI. “Special Dividend” rneans a dividend declared or paid on the Common Stock in respect of a recapitalization, spin-off, reorganization or other extraordinary transaction of the Corporation. “Stock Books” means the stock transfer books of the Corporation relating to its Common Stock and Preferred Stock. “Surrender Date” has the meaning specified in Section 7 above. “Total Voting Power” shall mean, calculated at a particular point in time, the aggregate Votes represented by all then outstanding Voting Securities. “Trading Day” shall mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business. “Votes” shall mean votes entitled to be cast generally in the election of any member of the Board, as elected in accordance with the provisions of the By-Laws, not including the votes that would be able to be cast by holders of shares of Convertible Preferred Stock upon the conversion of such shares to shares of Common Stock, unless such conversion shall occur or be deemed to occur. “Voting Ownership Percentage” shall mean, calculated at a particular point in time, the Voting Power represented by the Voting Securities Beneficially Owned by the Person whose Voting Ownership Percentage is being determined. “Voting Power” shall mean, calculated at a particular point in time, the ratio, expressed as a percentage, of (a) the Votes represented by the Voting Securities with respect to which the Voting Power is being determined to (b) Total Voting Power. “Voting Securities” shall mean the Common Stock and shares of any other class of capital stock of the Corporation then entitled to vote generally in the election of any member of the Board, as elected in accordance with the provisions of the By-Laws and shall not include the Convertible


 
4918-0271-0330, v. 2 Preferred Stock (or other securities convertible into Voting Securities) prior to its conversion into Common Stock (or other Voting Securities). “WRI” means Western Resources, Inc., a Kansas corporation. IN WITNESS WHEREOF, WAI, INC. has caused this Certificate to be made under the seal of the Corporation and signed and attested by the undersigned officers of the Corporation this 26th day of November, 1997. WAI, INC. By: /s/ John K. Rosenberg Name: John K. Rosenberg Title: President (Corporate Seal) Attest: By: /s/ Richard D. Terrill Name: Richard D. Terrill Title: Secretary


 
4918-0271-0330, v. 2 6. The Certificate is thirdly corrected by attaching the following to the Certificate as Exhibit B: EXHIBIT B CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES C PARTICIPATING PREFERRED STOCK OF ONEOK, INC. (PURSUANT TO SECTION 1032 OF THE GENERAL CORPORATION ACT OF THE STATE OF OKLAHOMA) We, Larry W. Brummett, Chairman, President, and Chief Executive Officer and Deborah B. Barnes, Secretary of ONEOK, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Act of the State of Oklahoma, in accordance with the provisions of Section 1007 thereof, DO HEREBY CERTIFY as follows: That pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the said Corporation, said Board of Directors on November 26, 1997, voted to create a series of one million shares of Preferred Stock designated as Series C Participating Preferred Stock: RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation in accordance with the provisions of the Corporation's Certificate of Incorporation and Section 1032(g) of the General Corporation Law of the State of Oklahoma, the Board of Directors hereby creates a series of Preferred Stock of the Company and hereby states the designation and number of shares, and fixes the relative rights, preferences and limitations thereof (in addition to the provisions set forth in the Corporation's Certificate of Incorporation which are applicable to the Preferred Stock of all classes and series) as follows: Section 1. Designation and Amount. There shall be a series of Preferred Stock, par value $0.01 per share, of the Corporation which shall be designated as “Series C Participating Preferred Stock,” par value $0.01 per share, and the number of shares constituting such series shall be one million. Such number of shares may be increased or decreased by resolution of the Board of Directors or by resolution of the Executive Committee of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series C Participating Preferred Stock to a number less than that of the shares then outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation. Section 2. Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock and Preferred Stock ranking prior and superior to the Series C Participating Preferred Stock with respect to dividends, the holders of shares of Series C Participating Preferred Stock in preference to the holders of shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Corporation and any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose,


 
4918-0271-0330, v. 2 quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series C Participating Preferred Stock in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Participating Preferred Stock. In the event the Corporation shall at any time after November 26, 1997 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock, or (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series C Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series C Participating Preferred Stock as provided in paragraph (A) above at the time it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided, that in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series C Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) So long as any shares of the Series C Participating Preferred Stock are outstanding, no dividends or other distributions shall be declared, paid or distributed, or set aside for payment or distribution, on the Common Stock unless, in each case, the dividend required by this Section 2 to be declared on the Series C Participating Preferred Stock shall have been declared. (D) The holders of the shares of the Series C Participating Preferred Stock shall not be entitled to receive any dividends or other distributions except as provided herein. (E) Dividends shall begin to accrue and be cumulative on outstanding shares of Series C Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series C Participating Preferred Stock unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series C Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date in either of which events


 
4918-0271-0330, v. 2 such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series C Participating Preferred Stock in an amount less than the total of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series C Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than sixty (60) days prior to the date fixed for the payment thereof. Section 3. Voting Rights. The holders of shares of Series C Participating Preferred Stock shall have the following voting rights: (A) Subject to the provision for adjustment hereinafter set forth, each share of Series C Participating Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock, or (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series C Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) Except as otherwise provided herein or by law, the holders of shares of Series C Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (C) (i) If at any time dividends on any Series C Participating Preferred Stock shall be in arrears in an amount equal to at least six (6) full quarterly dividends (whether or not declared and whether or not consecutive) thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series C Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Series C Participating Preferred Stock) with dividends in arrears in an amount equal to at least six (6) full quarterly dividends (whether or not declared and whether or not consecutive) thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors. (ii) During any default period, such voting right of the holders of Series C Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (C)(iii) of this Section 3 or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders; provided, that neither such voting right nor the right of the holders of any other series of Preferred Stock or Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of one-third (1/3) in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The


 
4918-0271-0330, v. 2 absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series C Participating Preferred Stock. (iii) Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board or the President of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this subparagraph (C)(iii) of Section 3 shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than ten (10) days and not later than sixty (60) days after such order or request, or in default of the calling of such meeting within sixty (60) days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this subparagraph (C)(iii) of Section 3, no such special meeting shall be called during the period within sixty (60) days immediately preceding the date fixed for the next annual meeting of the stockholders. (iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two (2) Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in subparagraph (C)(ii) of this Section 3) be filled by a vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall become vacant. References in this paragraph (C) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be


 
4918-0271-0330, v. 2 such number as may be provided for in the Corporation's Certificate of Incorporation or By-laws irrespective of any increase made pursuant to the provisions of subparagraph (C)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the Corporation's Certificate of Incorporation or By-Laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors. (D) Except as set forth herein, holders of Series C Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. Section 4. Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on the Series C Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series C Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) Declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series C Participating Preferred Stock; (ii) Declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series C Participating Preferred Stock except dividends paid ratably on the Series C Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) Redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series C Participating Preferred Stock; provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series C Participating Preferred Stock; or (iv) Purchase or otherwise acquire for consideration any shares of Series C Participating Preferred Stock or any shares of stock ranking on a parity with the Series C Participating Preferred Stock except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.


 
4918-0271-0330, v. 2 Section 5. Reacquired Shares. Any shares of Series C Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series C Participating Preferred Stock unless, prior thereto, the holders of shares of Series C Participating Preferred Stock shall have received per share, the amount of $1.00, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series C Liquidation Preference”). Following the payment of the full amount of the Series C Liquidation Preference, no additional distributions shall be made to the holders of shares of Series C Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series C Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (C) of this Section 6 below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series C Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series C Participating Preferred Stock and Common Stock, respectively, holders of Series C Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event there are not sufficient assets available to permit payment in full of the Series C Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series C Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.


 
4918-0271-0330, v. 2 Section 7. Consolidation, Merger, etc. If the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such event the shares of Series C Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. Section 8. No Redemption. The shares of Series C Participating Preferred Stock shall not be redeemable. Section 9. Ranking. The Series C Participating Preferred Stock shall rank junior to all other series of the Corporation's Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. Section 10. Fractional Shares. The Series C Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series C Participating Preferred Stock. Section 11. Amendment. The Certificate of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series C Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series C Participating Preferred Stock, voting separately as a class. Section 12. Effective Date. This Certificate of Designation, Preferences and Rights of Series C Participating Preferred Stock of ONEOK, Inc. shall be effective at 5:00 P.M., Eastern Standard Time, on _______________, 1997.


 
4918-0271-0330, v. 2 IN WITNESS WHEREOF, I have executed and subscribed this Certificate and do affirm the foregoing as true under penalties of perjury this day of 26th day of November, 1997. ONEOK, INC. By: /s/ Larry W. Brummett Name: Larry W. Brummett Title: Chairman of the Board and Chief Executive Officer Attest: By: /s/ Nancy Robertson Name: Nancy Robertson Title: Secretary


 
4918-0271-0330, v. 2 IN WITNESS WHEREOF, ONEOK, Inc. has caused this Certificate of Correction to be executed in its name by a Vice President and attested by its Assistant Secretary, this 5th day of November, 2008. By: /s/ Eric Grimshaw Name: Eric Grimshaw Title: Vice President, Associate General Counsel and Corporate Secretary By: /s/ John R. Barker Name: John R. Barker Title: Senior Vice President, General Counsel and Assistant Secretary


 
4918-0271-0330, v. 2 CERTIFICATE OF RETIREMENT OF SERIES E PREFERRED STOCK OF ONEOK, INC. (Pursuant to Section 1078 of the Oklahoma General Corporation Act) ONEOK, INC., a corporation duly organized and existing under the Oklahoma General Corporation Act (the “Corporation”), HEREBY CERTIFIES as follows: FIRST: Pursuant to the authority conferred by the Corporation’s Amended Certificate of Incorporation, filed with the Secretary of State of the State of Oklahoma (the “Secretary of State”) on July 3, 2017 (and as it has been and may be further amended from time to time, the “Certificate of Incorporation”), the Board of Directors of the Corporation (the “Board”) created a series of 20,000 shares of preferred stock, par value $0.01 per share (the “Series E Preferred Stock”), of the Corporation designated as “Series E Preferred Stock” by the filing of a Certificate of Designation, Preferences and Rights with the Secretary of State on April 20, 2017 (the “Certificate of Designation”). The Certificate of Incorporation is in effect on the date of the filing of this Certificate of Retirement (this “Certificate of Retirement”). SECOND: All of the authorized shares of Series E Preferred Stock were issued and all such shares have been repurchased by the Corporation. As a result of the repurchase of all of the issued shares of Series E Preferred Stock, there are no shares of Series E Preferred Stock outstanding. THIRD: Section 6 of the Certificate of Designation provides that any shares of Series E Preferred Stock that are purchased or otherwise acquired by the Corporation shall be retired and canceled promptly and all such shares shall resume the status of authorized but unissued shares of preferred stock and may be reissued as part of a new series of preferred stock by the Board, subject to the conditions and restrictions set forth in the Certificate of Incorporation and the Certificate of Designation. FOURTH: The Board resolved to retire and cancel all previously outstanding shares of the Series E Preferred Stock immediately upon the repurchase of such shares by the Corporation, and authorized the filing of this Certificate of Retirement. FIFTH: Pursuant to the provisions of Section 1078 of the Oklahoma General Corporation Act, upon the effective time of this Certificate of Retirement, (i) the Certificate of Incorporation shall be amended to eliminate therefrom all reference to the Series E Preferred Stock (and the Certificate of Designation shall be eliminated from the Certificate of Incorporation), and (ii) the 20,000 shares of Series E Preferred Stock shall be retired, and such shares shall resume the status of authorized but unissued shares of the Corporation’s preferred stock, such that the total number of authorized shares of the Corporation’s preferred stock shall be 100,000,000, such shares consisting of 100,000,000 shares of undesignated preferred stock. [Signature Page Follows]


 
4918-0271-0330, v. 2 IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed this 28th day of April, 2025. ONEOK, INC. By: /s/ Walter S. Hulse Name: Walter S. Hulse Title: Chief Financial Officer, Treasurer & Executive Vice President, Investor Relations and Corporate Development


 
Exhibit 22.1
List of Subsidiary Guarantors and Issuers
of Guaranteed Securities

As of March 31, 2025, the following entities guarantee the notes issued by ONEOK, Inc. (the "ONEOK Notes"), ONEOK Partners, L.P. (the "ONEOK Partners Notes"), EnLink Midstream, LLC (n/k/a Elk Merger Sub II, L.L.C.) (the "Legacy EnLink Notes") and EnLink Midstream Partners, L.P. (the "Legacy EnLink Partners Notes").

EntityJurisdiction of
Incorporation or Organization
ONEOK NotesONEOK Partners NotesLegacy EnLink NotesLegacy EnLink Partners Notes
ONEOK, Inc.OklahomaIssuerGuarantorObligor (b)Obligor (b)
ONEOK Partners, L.P.DelawareGuarantorIssuerGuarantorGuarantor
ONEOK Partners Intermediate Limited PartnershipDelawareGuarantorGuarantorGuarantorGuarantor
Magellan Midstream Partners, L.P.DelawareGuarantorGuarantorGuarantorGuarantor
EnLink Midstream, LLC (n/k/a Elk Merger Sub II, L.L.C.) (a)DelawareGuarantorGuarantorIssuer/ GuarantorGuarantor
EnLink Midstream Partners, L.P.DelawareGuarantorGuarantorGuarantorIssuer/ Guarantor
(a) On January 31, 2025, EnLink Midstream, LLC merged with and into Elk Merger Sub II, L.L.C., with Elk Merger Sub II, L.L.C. surviving (the “Merger”). In connection with the Merger, Elk Merger Sub II, L.L.C. assumed the obligations under the Legacy EnLink Notes and EnLink Midstream, LLC was released from its obligations.
(b) On January 31, 2025, following the Merger, ONEOK, Inc. assumed the obligations under the Legacy EnLink Notes and the Legacy EnLink Partners Notes, and Elk Merger Sub II, L.L.C. and EnLink Midstream Partners, L.P. was each released from its obligations under and provided a guarantee of the Legacy EnLink Notes and Legacy EnLink Partners Notes, as applicable. Elk Merger Sub II, L.L.C. and EnLink Midstream Partners, L.P. also provided a guarantee of the ONEOK Notes and ONEOK Partners Notes.

As of March 31, 2025, the ONEOK Notes consisted of the following securities:
Issued under the Indenture dated as of September 24, 1998
6-7/8% Debentures due 2028
Issued under the Indenture dated as of December 28, 2001
6.00% Notes due 2035
Issued under the Indenture dated as of April 19, 2007
6.40% Senior Notes due 2037
Issued under the Indenture dated as of August 11, 2010
5.00% Senior Notes due 2026
3.25% Senior Notes due 2030
4.20% Senior Notes due 2042
5.15% Senior Notes due 2043
4.20% Senior Notes due 2045
4.25% Senior Notes due 2046
4.20% Senior Notes due 2047
4.85% Senior Notes due 2049
3.95% Senior Notes due 2050
Issued under the Indenture dated as of January 26, 2012
2.200% Notes due 2025
5.550% Notes due 2026
5.850% Notes due 2026
4.000% Notes due 2027
4.25% Notes due 2027
4.55% Notes due 2028
5.650% Notes due 2028
4.35% Notes due 2029
3.40% Notes due 2029
4.40% Notes due 2029
3.100% Notes due 2030
5.800% Notes due 2030
6.350% Notes due 2031
1

Exhibit 22.1
4.75% Notes due 2031
6.10% Notes due 2032
6.050% Notes due 2033
5.05% Notes due 2034
4.950% Notes due 2047
5.20% Notes due 2048
4.45% Notes due 2049
4.500% Notes due 2050
7.150% Notes due 2051
6.625% Notes due 2053
5.70% Notes due 2054
5.85% Notes due 2064
As of March 31, 2025, the ONEOK Partners Notes consisted of the following securities:
Issued under the Indenture dated as of September 25, 2006
6.65% Senior Notes due 2036
6.85% Senior Notes due 2037
6.125% Senior Notes due 2041
6.200% Senior Notes due 2043
As of March 31, 2025, the Legacy EnLink Notes consisted of the following securities:
Issued under the Indenture dated as of April 9, 2019
5.375% Senior Notes due 2029
Issued under the Indenture dated as of December 17, 2020
5.625% Senior Notes 2028
Issued under the Indenture dated as of August 31, 2022
6.5% Senior Notes due 2030
Issued under the Indenture dated as of August 15, 2024
5.65% Senior Notes due 2034
As of March 31, 2025, the Legacy EnLink Partners Notes consisted of the following securities:
Issued under the Indenture dated as of March 19, 2014
4.15% Senior Notes due 2025
4.85% Senior Notes due 2026
5.6% Senior Notes due 2044
5.05% Senior Notes due 2045
5.45% Senior Notes due 2047
2

Exhibit 31.1


Certification

I, Pierce H. Norton II, certify that:

I have reviewed this Quarterly Report on Form 10-Q of ONEOK, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 30, 2025
/s/ Pierce H. Norton II
Pierce H. Norton II
Chief Executive Officer



Exhibit 31.2


Certification

I, Walter S. Hulse III, certify that:

I have reviewed this Quarterly Report on Form 10-Q of ONEOK, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 30, 2025
/s/ Walter S. Hulse III
Walter S. Hulse III
Chief Financial Officer



Exhibit 32.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of ONEOK, Inc. (the “Registrant”) for the period ending March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Pierce H. Norton II, Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


/s/ Pierce H. Norton II
Pierce H. Norton II
Chief Executive Officer

April 30, 2025


A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to ONEOK, Inc. and will be retained by ONEOK, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.




Exhibit 32.2


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of ONEOK, Inc. (the “Registrant”) for the period ending March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Walter S. Hulse III, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


/s/ Walter S. Hulse III
Walter S. Hulse III
Chief Financial Officer

April 30, 2025

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to ONEOK, Inc. and will be retained by ONEOK, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.