Directors & Officers
Directors & Officers
TABLE OF CONTENTS
(CONTINUED)
Part III.
Item 10. Directors, Executive Officers and Corporate Governance 114
Item 11. Executive Compensation 114
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 115
Item 13. Certain Relationships and Related Transactions, and Director Independence 115
Item 14. Principal Accounting Fees and Services 115
Part IV.
Item 15. Exhibits, Financial Statement Schedules 116
Item 16. Form 10-K Summary 128
Signatures 129
As used in this Annual Report, references to "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 Annual 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," "expect," "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 1A, Risk Factors.
GLOSSARY
The abbreviations, acronyms and industry terminology used in this Annual Report are defined as follows:
$2.5 Billion Credit Agreement ONEOK's $2.5 billion amended and restated revolving credit agreement, replaced by the $3.5 Billion Credit Agreement
$3.5 Billion Credit Agreement ONEOK's $3.5 billion amended and restated revolving credit agreement
AFUDC Allowance for funds used during construction
Annual Report Annual Report on Form 10-K for the year ended Dec. 31, 2024
Bbl Barrels, 1 barrel is equivalent to 42 United States gallons
BBtu/d Billion British thermal units per day
Bcf Billion cubic feet
Bcf/d Billion cubic feet per day
BridgeTex BridgeTex Pipeline Company, LLC, a 30% owned joint venture
Delaware Basin JV Delaware G&P LLC, a joint venture in which EnLink owns a 50.1% interest
EBITDA Earnings before interest expense, income taxes, depreciation and amortization
EnLink EnLink Midstream, LLC, and after the EnLink Acquisition, Elk Merger Sub II, L.L.C., a wholly owned subsidiary of ONEOK
EnLink AR Facility EnLink's $500 million accounts receivable securitization facility
EnLink Acquisition The transaction completed on Jan. 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 Acquisitions The EnLink Controlling Interest Acquisition and the EnLink Acquisition
EnLink Controlling Interest Acquisition The transaction completed on Oct. 15, 2024, pursuant to which ONEOK acquired from GIP (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 Agreement Agreement and Plan of Merger, dated as of Nov. 24, 2024, by and among ONEOK, Inc., Elk Merger Sub I, LLC., Elk Merger Sub II LLC., EnLink and EnLink Midstream Manager, LLC
EnLink Partners EnLink Midstream Partners, LP, a wholly owned subsidiary of EnLink
EnLink Purchase Agreement Purchase agreement of ONEOK, GIP III Stetson I, L.P., GIP III Stetson II, L.P. and EnLink Midstream Manager, LLC, dated Aug. 28, 2024
EnLink Revolving Credit Facility EnLink's $1.4 billion unsecured credit facility, which includes a $500 million letter of credit subfacility
EnLink Units Common units representing limited liability company interests in EnLink
EPS Earnings per share of common stock
ESG Environmental, social and governance
Exchange Act Securities Exchange Act of 1934, as amended
FERC Federal Energy Regulatory Commission
Fitch Fitch Ratings, Inc.
GAAP Accounting principles generally accepted in the United States of America
GHG Greenhouse gas
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
Guardian Guardian Pipeline, L.L.C.
Guardian Term Loan Agreement Guardian's senior unsecured three-year $120 million term loan agreement dated June 2022
Intermediate Partnership ONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of ONEOK
Magellan Magellan Midstream Partners, L.P., a wholly owned subsidiary of ONEOK
Magellan Acquisition The transaction completed on Sept. 25, 2023, pursuant to which ONEOK acquired all of Magellan's outstanding common units in a cash-and-stock transaction, pursuant to the Merger Agreement
Magellan Merger Agreement Agreement and Plan of Merger of ONEOK, Otter Merger Sub, LLC and Magellan, dated May 14, 2023
Matterhorn Matterhorn Express, a 15% owned joint venture
MBbl/d Thousand barrels per day
MDth/d Thousand dekatherms per day
Medallion GIP III Trophy Intermediate Holdings, L.P., and after the Medallion Acquisition, Medallion Parent Holdings, L.L.C., a wholly owned subsidiary of ONEOK
Medallion Acquisition The transaction completed on Oct. 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
Medallion Purchase and Sale Agreement Purchase and Sale Agreement of ONEOK, GIP III Trophy GP 2, LLC, GIP III Trophy Acquisition Partners, L.P., Medallion Management, L.P., dated Aug. 28, 2024
MMBbl Million barrels
MMBtu Million British thermal units
MMcf/d Million cubic feet per day
Moody's Moody's Investors Service, Inc.
MVP MVP Terminalling, LLC, a 25% owned joint venture
Natural Gas Act Natural Gas Act of 1938, as amended
NGL(s) Natural gas liquid(s)
Northern Border Northern Border Pipeline Company, a 50% owned joint venture
NYMEX New York Mercantile Exchange
NYSE New York Stock Exchange
ONEOK ONEOK, Inc.
ONEOK Partners ONEOK Partners, L.P., a wholly owned subsidiary of ONEOK
Overland Pass Overland Pass Pipeline Company, LLC, a 50% owned joint venture
POP Percent of Proceeds
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 Products The output from crude oil refineries, including products such as gasoline, diesel fuel, aviation fuel, kerosene and heating oil
RINs Renewable Identification Numbers, which represent credits required for renewable fuel standard compliance
Roadrunner Roadrunner Gas Transmission, LLC, a 50% owned joint venture
S&P S&P Global Ratings
Saddlehorn Saddlehorn Pipeline Company, LLC, a 40% owned joint venture
SCOOP South Central Oklahoma Oil Province, an area in the Anadarko Basin in Oklahoma
SEC Securities and Exchange Commission
Securities Act Securities Act of 1933, as amended
Series B Preferred Units EnLink Partners' Series B Cumulative Convertible Preferred Units
Series C Preferred Units EnLink Partners' Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
Series E Preferred Stock Series E Non-Voting, Perpetual Preferred Stock, par value $0.01 per share
STACK Sooner Trend Anadarko Canadian Kingfisher, an area in the Anadarko Basin in Oklahoma
Term SOFR The forward-looking term rate based on Secured Overnight Financing Rate (SOFR)
Viking Viking Gas Transmission Company
Viking Term Loan Agreement Viking's senior unsecured three-year $60 million term loan agreement dated March 2023
XBRL eXtensible Business Reporting Language
PART I
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors of the Registrant
Information concerning our directors is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this reference.
Executive Officers of the Registrant
Information concerning our executive officers is included in Part I, Item 1, Business, of this Annual Report.
Compliance with Section 16(a) of the Exchange Act
Information on compliance with Section 16(a) of the Exchange Act is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this reference.
Code of Ethics
Information concerning the code of ethics, or code of business conduct, is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this reference.
Corporate Governance
Information concerning our corporate governance is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this reference.
Insider Trading Policy
We have adopted insider trading policies and procedures that govern the purchase, sale and other disposition of our securities by our directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of the NYSE. A copy of our Insider Trading Policy is filed with this Annual Report as Exhibit 19.