ITEM 1A.RISK FACTORS

Our investors should consider the risk factors set forth in Part I, Item 1A, Risk Factors, of our Annual Report that could affect us and our business. Except as set forth below, those risk factors have not materially changed.

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.

We may be unable to integrate the businesses of EnLink and Medallion successfully or realize the anticipated benefits of the EnLink Controlling Interest Acquisition and the Medallion Acquisition (collectively, the "Transactions").

The success of the Transactions will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of ONEOK, EnLink and Medallion. If the businesses are not successfully combined, the anticipated benefits of the Transactions may not be realized fully or at all or may take longer to realize than expected. In addition, the integration may

result in additional and unforeseen expenses and potential unknown liabilities, which could reduce the anticipated benefits of the Transactions. It is possible that the integration process could result in the loss of key employees, as well as the disruption of our ongoing businesses or inconsistencies in our standards, controls, procedures and policies. Any or all of those occurrences could affect adversely the combined company's ability to maintain relationships with customers and employees after the Transactions or to achieve the anticipated benefits of the Transactions. Integration efforts between the three companies will also divert management attention and resources. These integration matters could have an adverse effect on us.

We may not be able to reach an agreement for the Potential EnLink Transaction or successfully consummate such transaction if an agreement is reached, and we are likely to incur significant transaction costs pursuing the Potential EnLink Transaction. Should we consummate the Potential EnLink Transaction, execution of the integration strategy will involve considerable risks and may not be successful.

In connection with the announcement of the EnLink Controlling Interest Acquisition, we announced our intention, subsequent to the EnLink Controlling Interest Acquisition, to pursue the acquisition of the publicly held EnLink Units in a tax-free transaction. However, there can be no assurances that we will be able to reach an agreement for the Potential EnLink Transaction on terms that are acceptable to us or that we will be able to successfully consummate the transaction should we enter into a definitive agreement related to the transaction. If we are unable to reach an agreement for the acquisition of the publicly held EnLink Units, EnLink will continue to operate as a separate company, which could have a material adverse effect on our ability to implement our growth strategy and, ultimately, our business, financial condition and results of operations. Pursuing the Potential EnLink Transaction is likely to require the incurrence of a number of significant, non-recurring costs, including diversion of management resources, associated with negotiating and completing such transaction, combining the operations of the companies and achieving desired synergies. Such costs and diversions of resources, many of which will be borne by us whether or not the Potential EnLink Transaction is completed, could have an adverse effect on our financial condition and operating results.

Following the EnLink Controlling Interest Acquisition, certain aspects of EnLink's business and operations will be integrated with ours, but EnLink will continue to operate as a separate public company. If completed, following the Potential EnLink Transaction, it is anticipated that EnLink will cease to operate as a separate public company, at which point we can begin full integration with our business. This integration process is expected to be subject to some or all of the challenges discussed under the risk factor captioned "We may be unable to integrate the businesses of EnLink and Medallion successfully or realize the anticipated benefits of the Transactions," many of which may be more complex as a result of having to fully integrate the EnLink business. Further, this integration process may pose additional difficulties inherent with fully integrating the EnLink business and the discontinuation of its operation as a separate public company. If we are unable to successfully execute our integration strategy, we may be unable to realize some or all of the anticipated benefits of the Potential EnLink Transaction which could materially and adversely affect our business, operating results and financial condition.