Oneok Inc /new,
Fiscal Year 2025 Q4.
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5 filing documents, in order.
Management Discussion
escalated RECENT DEVELOPMENTS The current filing introduced a detailed disclosure regarding segment-specific volumetric risk exposure, specifying that the Natural Gas Pipelines segment is not exposed to significant volumetric risk due to long-term contracts, while other segments face such risks stemming from drilling activity or market demand.
FY 2025 Q3 10-Q Removed
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. Delaware Basin JV Acquisition - On May 28, 2025, we completed the Delaware Basin JV Acquisition for $927 million. Pursuant to the purchase agreement, we paid $536 million in cash, including post-closing adjustments, which we funded with short-term borrowings and issued approximately 4.9 million shares of ONEOK common stock to the seller with a fair value of $391 million as of the closing date. Following the completion of the transaction, Delaware Basin JV is now a wholly owned subsidiary. 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, which are expected to be completed in early 2028. Subsequent Event - On July 22, 2025, we completed the BridgeTex Additional Interest Acquisition. Pursuant to the purchase agreement, we paid approximately $270 million in cash, which we funded with short-term borrowings. Following the completion of the transaction, we now have a 60% ownership interest in BridgeTex. Business Update and Market Conditions - Earnings increased in the second quarter of 2025, compared with the second 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 geopolitical events and 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 are able to produce in a lower commodity price environment. 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 timing 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. One Big Beautiful Bill Act (OBBBA) - On July 4, 2025, the OBBBA was signed into law. The OBBBA makes changes to U.S. tax law and includes provisions that, beginning in January 2025, make permanent full expensing of tangible personal property and restore EBITDA-based calculations for purposes of the business interest deduction. We expect the OBBBA to reduce our cash taxes beginning with the 2025 tax year; however, we do not anticipate the OBBBA to materially impact net income. We will continue to monitor the implementation of the OBBBA by the U.S. Treasury Department and Internal Revenue Service and will review applicable guidance and rulemaking as it becomes available.
FY 2025 Q4 10-Q Added
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. Eiger Express Pipeline - In August 2025, we, WhiteWater, MPLX LP and Enbridge Inc., through the existing Matterhorn joint venture, announced the new approximately 450-mile Eiger Express Pipeline, designed to transport natural gas from the Permian Basin to Katy, Texas. WhiteWater will construct and operate the pipeline. Our total ownership interest in the pipeline will be 25.5%, which includes a 15% interest held directly in the Eiger joint venture with the remainder held through Matterhorn. We expect to invest a total of approximately $350 million into this project, which is expected to be completed in mid-2028. Bighorn Natural Gas Processing Plant - In August 2025, we announced plans to construct the Bighorn natural gas processing plant in the Permian Basin, with processing capacity of 300 MMcf/d and the ability to treat natural gas containing high levels of CO2. We expect the Bighorn plant, including the high-CO2 treater, to cost approximately $365 million. The Bighorn plant is supported by acreage dedications with long-term primarily fee-based contracts and is expected to be completed in mid-2027. BridgeTex Additional Interest Acquisition - On July 22, 2025, we completed the BridgeTex Additional Interest Acquisition. Pursuant to the purchase agreement, we paid approximately $270 million in cash, which we funded with short-term borrowings. Following the completion of the transaction, we now have a 60% ownership interest in BridgeTex. Delaware Basin JV Acquisition - On May 28, 2025, we completed the Delaware Basin JV Acquisition for $941 million. Pursuant to the purchase agreement, we paid $550 million in cash, including post-closing adjustments, which we funded with short-term borrowings and issued approximately 4.9 million shares of ONEOK common stock to the seller with a fair value of $391 million as of the closing date. Following the completion of the transaction, Delaware Basin JV is now a wholly owned subsidiary. Texas City Logistics and MBTC Pipeline - In February 2025, we announced definitive agreements to form joint ventures with MPLX to construct a 400 MBbl/d liquefied 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, which are expected to be completed in early 2028. 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. Business Update and Market Conditions - Earnings increased in the third quarter of 2025, compared with the third 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 changes in the commodity price environment, we are monitoring producers' drilling and completion 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 are able to produce in a lower commodity price environment. 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 timing 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. In addition, our Natural Gas Gathering and Processing and Natural Gas Liquids segments are exposed to volumetric risk as a result of drilling and completion activity, severe weather disruptions, operational outages, global crude oil, NGL and natural gas demand and normal volumetric well declines. Our Refined Products and Crude segment is exposed to volumetric risk due to demand for Refined Products and crude oil in the markets we serve. Our Natural Gas Pipelines segment is not exposed to significant volumetric risk due to the majority of our capacity being subscribed under long-term, firm fee-based contracts.
escalated (b) - Includes volumes we processed at company-owned and third-party facilities.
FY 2025 Q3 10-Q Removed
(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 and six months ended June 30, 2025, compared with the same periods in 2024, due primarily to incremental volumes from EnLink.
FY 2025 Q4 10-Q Added
(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 and nine months ended September 30, 2025, compared with the same periods in 2024, due to incremental volumes from EnLink and increased production in the Mid-Continent and Rocky Mountain regions.
escalated Capital expenditures$218 $247 $524 $785 (29)(261) The disclosure has shifted from general statements regarding commodity price offsets to highly specific, quantified breakdowns detailing the drivers of Adjusted EBITDA growth. For example, recent periods now explicitly name sources such as "adjusted EBITDA from EnLink," increases in "optimization and marketing" due to Purity NGL sales, and revenue generated from the "sale of environmental credits."
FY 2025 Q3 10-Q Removed
Adjusted EBITDA from unconsolidated affiliates22 27 50 44 (5)6 Other5 - 4 6 5 (2) Adjusted EBITDA$673 $635 $1,308 $1,223 38 85 Capital expenditures$135 $285 $306 $538 (150)(232) 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 $38 million for the three months ended June 30, 2025, compared with the same period in 2024, primarily as a result of the following:
FY 2025 Q4 10-Q Added
Adjusted EBITDA from unconsolidated affiliates26 26 76 70 - 6 Other(1)(3)3 3 2 - Adjusted EBITDA$748 $624 $2,056 $1,847 124 209 Capital expenditures$218 $247 $524 $785 (29)(261) 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 $124 million for the three months ended September 30, 2025, compared with the same period in 2024, primarily as a result of the following: •an increase of $56 million due to adjusted EBITDA from EnLink; •an increase of $43 million in optimization and marketing due primarily to higher earnings on sales of Purity NGLs held in inventory and wider commodity price differentials; and •an increase of $31 million in exchange services due primarily to $44 million of higher volumes in the Rocky Mountain and Mid-Continent regions, offset partially by $18 million of lower average fee rates in the Mid-Continent region. 31 Adjusted EBITDA increased $209 million for the nine months ended September 30, 2025, compared with the same period in 2024, primarily as a result of the following: •an increase of $171 million due to adjusted EBITDA from EnLink; •an increase of $26 million in optimization and marketing due primarily to higher earnings on sales of Purity NGLs held in inventory;
escalated (a) - Represents physical raw feed volumes for which we provide transportation and/or fractionation services. The quantitative price differential values changed from $0.02, $0.04, $0.01, $0.02 to $0.01, $(0.01), $0.01, $0.01. Furthermore, for the three months ended September 30, 2025, the volume description was revised to state higher ethane volumes across Rocky Mountain and Mid-Continent regions, removing the specific mention of a partial offset by lower Mid-Continent volumes and increased Permian Basin volumes seen in the prior period's reporting.
FY 2025 Q3 10-Q Removed
Average Conway-to-Mont Belvieu Oil Price Information Service price differential - ethane in ethane/propane mix ($/gallon) $0.02 $0.04 $0.01 $0.02 (a) - Represents physical raw feed volumes for which we provide transportation and/or fractionation services. We generally expect ethane volumes to increase or decrease with corresponding increases or decreases in overall NGL production. However, ethane volumes may experience growth or decline greater than corresponding growth or decline in overall NGL production due to ethane economics causing producers to recover or reject ethane. Volumes increased for the three and six months ended June 30, 2025, compared with the same periods in 2024, due primarily to incremental volumes from EnLink and higher volumes in the Rocky Mountain region, primarily ethane, offset partially by lower ethane volumes in the Mid-Continent region. The three months ended June 30, 2025, also benefited from increased volumes in the Permian Basin.
FY 2025 Q4 10-Q Added
Average Conway-to-Mont Belvieu Oil Price Information Service price differential - ethane in ethane/propane mix ($/gallon) $0.01 $(0.01)$0.01 $0.01 (a) - Represents physical raw feed volumes for which we provide transportation and/or fractionation services. 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 September 30, 2025, compared with the same period in 2024, due primarily to incremental volumes from EnLink and higher volumes across our system, primarily ethane in the Rocky Mountain and Mid-Continent regions. Volumes increased for the nine months ended September 30, 2025, compared with the same period in 2024, due primarily to incremental volumes from EnLink and higher ethane volumes in the Rocky Mountain region, offset partially by lower ethane volumes in the Mid-Continent region. 32
escalated Adjusted EBITDA$2,119 $1,545 $5,875 $4,610 The disclosure was expanded by adding footnote (b) to report corporate net gains on extinguishment of debt ($22 million and $58 million), while footnote (a) updated the EnLink Acquisition transaction costs to reflect periods ending September 30, 2025, with amounts totaling $7 million and $59 million.
FY 2025 Q3 10-Q Removed
Natural Gas Liquids673 635 1,308 1,223 Natural Gas Pipelines188 152 400 317 Refined Products and Crude557 467 1,028 848 Other (a)23 (1)(11)- Adjusted EBITDA$1,981 $1,624 $3,756 $3,065 (a) - The three months ended June 30, 2025, included transaction costs related primarily to the EnLink Acquisition of $21 million included within other and $1 million included within noncash compensation expense and other. The six months ended June 30, 2025, included transaction costs related primarily to the EnLink Acquisition of $52 million included within other and $12 million included within noncash compensation expense and other.
FY 2025 Q4 10-Q Added
Natural Gas Liquids748 624 2,056 1,847 Natural Gas Pipelines200 166 600 483 Refined Products and Crude582 441 1,610 1,289 Other (a)(b)23 (4)12 (4) Adjusted EBITDA$2,119 $1,545 $5,875 $4,610 (a) - The three months ended September 30, 2025, included transaction costs related primarily to the EnLink Acquisition of $7 million included within other and $3 million included within noncash compensation expense and other. The nine months ended September 30, 2025, included transaction costs related primarily to the EnLink Acquisition of $59 million included within other and $15 million included within noncash compensation expense and other. (b) - The three and nine months ended September 30, 2025, included corporate net gains on extinguishment of debt of $22 million and $58 million, respectively, in connection with open market repurchases.
escalated For additional information on our $3.5 Billion Credit Agreement, see Note E of the Notes to Consolidated Financial Statements in this Quarterly Report. The disclosure expanded significantly to provide specific details regarding executed debt activities, including an August 2025 underwritten public offering of $3.0 billion senior unsecured notes. Furthermore, the current period details a Q3 2025 open-market repurchase of $119 million and the repayment of $387 million in September 2025.
FY 2025 Q3 10-Q Removed
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.
FY 2025 Q4 10-Q Added
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 Issuances - In August 2025, we completed an underwritten public offering of $3.0 billion senior unsecured notes consisting of $750 million, 4.95% senior notes due 2032; $1.0 billion, 5.4% senior notes due 2035; and $1.25 billion, 6.25% senior notes due 2055. The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $2.96 billion. The net proceeds from this offering were partially used to repay our commercial paper outstanding and repay in full at maturity our senior notes due September 2025. We expect to use the remaining net proceeds from the offering for general corporate purposes, including the repurchase or redemption of existing notes. Debt Repayments - In the third quarter of 2025, we repurchased in the open market certain of our senior notes in the principal amount of $119 million for an aggregate repurchase price of $96 million, including accrued and unpaid interest, with cash on hand. In September 2025, we repaid the remaining $387 million of our $400 million, 2.2% senior notes at maturity with cash on hand from our August 2025 public offering.
escalated In March 2025, we repaid our $250 million, 3.2% senior notes at maturity with cash on hand. The company introduced a new $2.0 billion share repurchase program and added a detailed Goodwill Impairment Review disclosure; additionally, it reported repaying an additional $422 million of senior notes in June 2025 using short-term borrowings.
FY 2025 Q3 10-Q Removed
In March 2025, we repaid our $250 million, 3.2% senior notes at maturity with cash on hand. Dividends - In February and May 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 quarters 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 July 2025. The quarterly common stock dividend will be paid on August 14, 2025, to shareholders of record at the close of business on August 1, 2025.
FY 2025 Q4 10-Q Added
In June 2025, we repaid the remaining $422 million of our $750 million, 4.15% senior notes at maturity with short-term borrowings. 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 and nine months ended September 30, 2025, we repurchased $45 million and $62 million, respectively, of our outstanding common stock with cash on hand. Dividends - In February, May and August 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 quarters 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 October 2025. The quarterly common stock dividend will be paid on November 14, 2025, to shareholders of record at the close of business on November 3, 2025. 27 Goodwill Impairment Review - We assess our goodwill for impairment at least annually as of July 1, unless events or changes in circumstances indicate an impairment may have occurred before that time. At July 1, 2025, we assessed qualitative factors to determine whether it was more likely than not that the fair value of each of our reporting units with goodwill was less than its carrying amount. After assessing qualitative factors (including macroeconomic conditions, industry and market considerations, costs and overall financial performance), we determined that it was more likely than not that the fair value of each of our reporting units was not less than their respective carrying value, that no further testing was necessary, and that goodwill was not considered impaired.
de-emphasised •Consolidated Transaction Costs - an increase of $57 million due primarily to higher transaction costs related to the EnLink Acquisition.
FY 2025 Q3 10-Q Removed
•Consolidated Transaction Costs - an increase of $57 million due primarily to higher transaction costs related to the EnLink Acquisition. Net income increased for the three months ended June 30, 2025, compared with the same period in 2024, due primarily to the items discussed above, offset partially by higher interest expense due to higher debt balances resulting from the September 2024 $7.0 billion notes offering, the acquired debt balances from the EnLink Controlling Interest Acquisition in 2024 and increased short-term borrowings. Net income increased for the six months ended June 30, 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, the acquired debt balances from the EnLink Controlling Interest Acquisition in 2024 and increased short-term borrowings. Capital expenditures increased for the three and six months ended June 30, 2025, compared with the same periods in 2024, due primarily to the timing of our large capital projects and routine capital projects associated with the growth of our operations. Please refer to the "Recent Developments" section of Management's Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report for additional information on our capital projects.
FY 2025 Q4 10-Q Added
•Consolidated Transaction Costs - an increase of $57 million due primarily to higher transaction costs related to the EnLink Acquisition. 29 Net income and diluted EPS increased for the three and nine months ended September 30, 2025, compared with the same periods in 2024, due primarily to the items discussed above, offset partially by higher interest expense due to higher debt balances resulting from the September 2024 $7.0 billion notes offering, the August 2025 $3.0 billion notes offering, the acquired debt balances from the EnLink Controlling Interest Acquisition in 2024 and increased short-term borrowings. Capital expenditures increased for the three and nine months ended September 30, 2025, compared with the same periods in 2024, due primarily to the timing of our large capital projects and routine capital projects associated with the growth of our operations. Please refer to the "Recent Developments" section of Management's Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report for additional information on our capital projects.
de-emphasised •a decrease of $34 million due to lower realized prices, primarily NGL prices, net of hedging.
FY 2025 Q3 10-Q Removed
•a decrease of $59 million from the divestiture of certain non-strategic assets in 2024; and •a decrease of $33 million due primarily to lower realized NGL prices, net of hedging, offset partially by higher realized natural gas prices, net of hedging. Adjusted EBITDA increased $354 million for the six months ended June 30, 2025, compared with the same period in 2024, primarily as a result of the following:
FY 2025 Q4 10-Q Added
•a decrease of $34 million due to lower realized prices, primarily NGL prices, net of hedging. Adjusted EBITDA increased $602 million for the nine months ended September 30, 2025, compared with the same period in 2024, primarily as a result of the following:
de-emphasised •an increase of $20 million in operating costs due primarily to higher employee-related costs associated with the growth of our operations.
FY 2025 Q3 10-Q Removed
•an increase of $16 million in operating costs due primarily to higher employee-related costs associated with the growth of our operations; and •a decrease of $9 million in exchange services due primarily to lower average fee rates and lower volumes in the Mid-Continent region and higher transportation costs, offset partially by higher volumes and higher average fee rates in the Rocky Mountain region. Capital expenditures decreased for the three and six months ended June 30, 2025, compared with the same periods in 2024, due primarily to the completion of our MB-6 fractionator and pipeline expansion projects in 2024, offset partially by our Medford fractionator rebuild project.
FY 2025 Q4 10-Q Added
•an increase of $20 million in operating costs due primarily to higher employee-related costs associated with the growth of our operations. Capital expenditures decreased for the three and nine months ended September 30, 2025, compared with the same periods in 2024, due primarily to the completion of our MB-6 fractionator and pipeline expansion projects in 2024, offset partially by our Medford fractionator rebuild project.
de-emphasised •a decrease of $97 million due to the interstate natural gas pipeline divestiture.
FY 2025 Q3 10-Q Removed
•an increase of $149 million due to adjusted EBITDA from EnLink; offset by •a decrease of $63 million due to the interstate natural gas pipeline divestiture. Capital expenditures decreased for the six months ended June 30, 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.
FY 2025 Q4 10-Q Added
•an increase of $219 million due to adjusted EBITDA from EnLink; offset by •a decrease of $97 million due to the interstate natural gas pipeline divestiture. Capital expenditures decreased for the nine months ended September 30, 2025, compared with the same periods in 2024, due primarily to the completion of capital projects in 2024.
reworded Three Months EndedNine Months EndedThree MonthsNine Months
FY 2025 Q3 10-Q Removed
Consolidated Operations Selected Financial Results - The following table sets forth certain selected financial results for the periods indicated: Three Months EndedSix Months EndedThree MonthsSix Months
FY 2025 Q4 10-Q Added
Consolidated Operations Selected Financial Results - The following table sets forth certain selected financial results for the periods indicated: Three Months EndedNine Months EndedThree MonthsNine Months
reworded Capital expenditures$804 $468 $2,182 $1,459 336 723
FY 2025 Q3 10-Q Removed
Diluted EPS $1.34 $1.33 $2.38 $2.42 0.01 (0.04) Adjusted EBITDA$1,981 $1,624 $3,756 $3,065 357 691 Capital expenditures$749 $479 $1,378 $991 270 387 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 $202 million for the three months ended June 30, 2025, compared with the same period in 2024, primarily as a result of the following: •Natural Gas Gathering and Processing - an increase of $116 million due primarily to the operating income of EnLink, offset partially by the impact from the divestiture of certain non-strategic assets in 2024 and lower realized NGL prices, net of hedging; •Natural Gas Liquids - an increase of $10 million due primarily to the operating income of EnLink, offset partially by lower exchange services; •Natural Gas Pipelines - an increase of $15 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 $70 million due primarily to the operating income of Medallion and EnLink and lower operating costs, offset partially by lower liquids blending differentials; offset by
FY 2025 Q4 10-Q Added
Diluted EPS $1.49 $1.18 $3.87 $3.60 0.31 0.27 Adjusted EBITDA$2,119 $1,545 $5,875 $4,610 574 1,265 Capital expenditures$804 $468 $2,182 $1,459 336 723 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 $430 million for the three months ended September 30, 2025, compared with the same period in 2024, primarily as a result of the following: •Natural Gas Gathering and Processing - an increase of $192 million due primarily to the operating income of EnLink and higher volumes in the Mid-Continent and Rocky Mountain regions, offset partially by lower realized NGL prices, net of hedging; •Natural Gas Liquids - an increase of $100 million due primarily to the operating income of EnLink, higher optimization and marketing and higher exchange services; •Natural Gas Pipelines - an increase of $13 million due primarily to the operating income of EnLink, offset partially by the impact of the interstate natural gas pipeline divestiture in 2024; and
reworded Natural Gas Gathering and Processing(In millions)
FY 2025 Q3 10-Q Removed
Capital Projects - Our primary capital projects are outlined in the table below: Project ScopeApproximateCost (a) Expected Completion Natural Gas Liquids(In millions)
FY 2025 Q4 10-Q Added
Capital Projects - Our primary capital projects are outlined in the table below: Project ScopeApproximateCost (a) Expected Completion Natural Gas Gathering and Processing(In millions)
reworded Operating costs, excluding noncash compensation adjustments(58)(50)(162)(151)8 11
FY 2025 Q3 10-Q Removed
Cost of sales and fuel (exclusive of depreciation and operating costs)(1,082)(421)(2,538)(1,015)661 1,523 Operating costs, excluding noncash compensation adjustments(229)(114)(479)(227)115 252
FY 2025 Q4 10-Q Added
Cost of sales and fuel (exclusive of depreciation and operating costs)(1,038)(464)(3,576)(1,479)574 2,097 Operating costs, excluding noncash compensation adjustments(237)(122)(716)(349)115 367
reworded 5,852 2,410 5,560 2,308
FY 2025 Q3 10-Q Removed
Three Months EndedSix Months Ended June 30,June 30, Operating Information 2025202420252024 Natural gas processed (MMcf/d) (a)(b) 5,573 2,326 5,412 2,257
FY 2025 Q4 10-Q Added
Three Months EndedNine Months Ended September 30,September 30, Operating Information 2025202420252024 Natural gas processed (MMcf/d) (a)(b) 5,852 2,410 5,560 2,308
reworded Financial Results2025202420252024$ Increase (Decrease)$ Increase(Decrease)
FY 2025 Q3 10-Q Removed
Three Months EndedSix Months EndedThree Months Six Months June 30,June 30, 2025 vs. 20242025 vs. 2024 Financial Results2025202420252024$ Increase (Decrease)$ Increase(Decrease)
FY 2025 Q4 10-Q Added
Three Months EndedNine Months EndedThree Months Nine Months September 30,September 30, 2025 vs. 20242025 vs. 2024 Financial Results2025202420252024$ Increase (Decrease)$ Increase(Decrease)
reworded 1,574 1,324 1,466 1,310
FY 2025 Q3 10-Q Removed
Three Months EndedSix Months Ended June 30, June 30, Operating Information2025202420252024 Raw feed throughput (MBbl/d) (a) 1,527 1,365 1,411 1,303
FY 2025 Q4 10-Q Added
Three Months EndedNine Months Ended September 30, September 30, Operating Information2025202420252024 Raw feed throughput (MBbl/d) (a) 1,574 1,324 1,466 1,310
reworded Natural gas transportation capacity contracted (MDth/d)
FY 2025 Q3 10-Q Removed
Three Months EndedSix Months Ended June 30,June 30, Operating Information (a)2025202420252024 Natural gas transportation capacity contracted (MDth/d)
FY 2025 Q4 10-Q Added
Three Months EndedNine Months Ended September 30,September 30, Operating Information (a)2025202420252024 Natural gas transportation capacity contracted (MDth/d)
reworded Natural Gas Pipelines
FY 2025 Q3 10-Q Removed
24-inch pipeline from Mont Belvieu, Texas, storage facility to the new Texas City, Texas, export terminal $280Early 2028 Refined Products and Crude
FY 2025 Q4 10-Q Added
$700Early 2028 MBTC Pipeline 24-inch pipeline from Mont Belvieu, Texas, storage facility to the new Texas City, Texas, export terminal$280Early 2028 Natural Gas Pipelines
reworded Refined Products volumes shipped (MBbl/d)
FY 2025 Q3 10-Q Removed
Three Months EndedSix Months Ended June 30, June 30, Operating Information (a) 2025202420252024 Refined Products volume shipped (MBbl/d) 1,503 1,536 1,452 1,473
FY 2025 Q4 10-Q Added
Three Months EndedNine Months Ended September 30, September 30, Operating Information (a) 2025202420252024 Refined Products volumes shipped (MBbl/d)
reworded (a) - Includes volumes for consolidated entities only.
FY 2025 Q3 10-Q Removed
Crude oil volume shipped (MBbl/d) 1,782 731 1,814 739 (a) - Includes volumes for consolidated entities only. Refined Products volume shipped decreased for the three and six months ended June 30, 2025, compared with the same periods in 2024, due primarily to regional market dynamics that impact demand on our system. Crude oil volume shipped increased for the three and six months ended June 30, 2025, compared with the same periods in 2024, due primarily to incremental volumes from Medallion and EnLink.
FY 2025 Q4 10-Q Added
1,526 1,580 1,477 1,509 Crude oil volumes shipped (MBbl/d) 1,813 816 1,814 765 (a) - Includes volumes for consolidated entities only. Refined Products volumes shipped decreased for the three and nine months ended September 30, 2025, compared with the same periods in 2024, due primarily to regional market dynamics that impact demand on our system. Crude oil volumes shipped increased for the three and nine months ended September 30, 2025, compared with the same periods in 2024, due primarily to incremental volumes from Medallion and EnLink.
reworded Reconciliation of net income to adjusted EBITDA(Millions of dollars)
FY 2025 Q3 10-Q Removed
Three Months EndedSix Months Ended June 30,June 30, (Unaudited)2025202420252024 Reconciliation of net income to adjusted EBITDA(Millions of dollars)
FY 2025 Q4 10-Q Added
Three Months EndedNine Months Ended September 30,September 30, (Unaudited)2025202420252024 Reconciliation of net income to adjusted EBITDA(Millions of dollars)
reworded Noncash compensation expense and other (a)17 14 81 48
FY 2025 Q3 10-Q Removed
Adjusted EBITDA from unconsolidated affiliates113 110 252 211 Equity in net earnings from investments(81)(88)(189)(164) Noncash compensation expense and other (a)30 19 64 34
FY 2025 Q4 10-Q Added
Adjusted EBITDA from unconsolidated affiliates129 112 381 323 Equity in net earnings from investments(92)(92)(281)(256) Noncash compensation expense and other (a)17 14 81 48
reworded Natural Gas Gathering and Processing$566 $318 $1,597 $995
FY 2025 Q3 10-Q Removed
Adjusted EBITDA$1,981 $1,624 $3,756 $3,065 Reconciliation of segment adjusted EBITDA to adjusted EBITDA Segment adjusted EBITDA: Natural Gas Gathering and Processing$540 $371 $1,031 $677
FY 2025 Q4 10-Q Added
Adjusted EBITDA$2,119 $1,545 $5,875 $4,610 Reconciliation of segment adjusted EBITDA to adjusted EBITDA Segment adjusted EBITDA: Natural Gas Gathering and Processing$566 $318 $1,597 $995
reworded See Note J of the Notes to Consolidated Financial Statements in this Quarterly Report for a discussion of regulatory and legal matters.
FY 2025 Q3 10-Q Removed
CONTINGENCIES See Note J of the Notes to Consolidated Financial Statements in this Quarterly Report for a discussion of regulatory and legal matters.
FY 2025 Q4 10-Q Added
CONTINGENCIES See Note J of the Notes to Consolidated Financial Statements in this Quarterly Report for a discussion of regulatory and legal matters. 35
reworded LIQUIDITY AND CAPITAL RESOURCES
FY 2025 Q3 10-Q Removed
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 July 28, 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. For additional information on our interest-rate derivative instruments, see Note E of the Notes to Consolidated Financial Statements in our Annual Report and Note D of the Notes to Consolidated Financial Statements in this Quarterly Report. Cash Management - At June 30, 2025, we had $97 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 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, 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 June 30, 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 June 30, 2025, we had a working capital (defined as current assets less current liabilities) deficit of $2.8 billion, due primarily to current maturities of long-term debt and short-term borrowings. 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.
FY 2025 Q4 10-Q Added
LIQUIDITY AND CAPITAL RESOURCES General - Our primary sources of cash inflows are operating cash flows, proceeds from our commercial paper program and our $3.5 Billion Credit Agreement, debt issuances and the issuance of common stock for our liquidity and capital resource requirements. We expect our sources of cash inflows to provide sufficient resources to finance our operations, capital expenditures, quarterly cash dividends, maturities of long-term debt, share repurchases and contributions to unconsolidated affiliates and joint ventures. 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 October 20, 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. For additional information on our interest-rate derivative instruments, see Note E of the Notes to Consolidated Financial Statements in our Annual Report and Note D of the Notes to Consolidated Financial Statements in this Quarterly Report. Cash Management - At September 30, 2025, we had $1.2 billion 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 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 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, 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. In September 2025, we increased the size of our commercial paper program to $3.5 billion from $2.5 billion. As of September 30, 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 September 30, 2025, we had a working capital (defined as current assets less current liabilities) deficit of $550 million, 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. 36 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.
reworded $480Mid-2026
FY 2025 Q3 10-Q Removed
Greater Denver pipeline expansion Increase total system capacity by 35 MBbl/d and additional expansion capabilities $480Mid-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) - This project is expected to be completed in two phases, with the first phase expected to be completed in the fourth quarter of 2026, and the second phase completed in the first quarter of 2027. (c) - Our 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 are relocating 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.
FY 2025 Q4 10-Q Added
Increase total system capacity by 35 MBbl/d and additional expansion capabilities $480Mid-2026 (a) - Excludes capitalized interest/AFUDC. For our Texas City Logistics, MBTC Pipeline and Eiger joint venture projects, the amounts presented exclude capital contributions from the other joint venture members. (b) - This project is expected to be completed in two phases, with the first phase expected to be completed in the fourth quarter of 2026, and the second phase completed in the first quarter of 2027. (c) - Our investments in Texas City Logistics and Eiger are accounted for using the equity method. Spending on these projects will be recorded as contributions to unconsolidated affiliates. In our Natural Gas Gathering and Processing segment, we are relocating a 150 MMcf/d processing plant to the Permian Basin from North Texas, which we expect to be in service in the first quarter of 2026.
reworded In June 2025, we repaid the remaining $422 million of our $750 million, 4.15% senior notes at maturity with short-term borrowings.
FY 2025 Q3 10-Q Removed
Debt Repayments - In June 2025, we repaid the remaining $422 million of our $750 million, 4.15% senior notes at maturity with short-term borrowings. In May 2025, we repurchased in the open market certain of our senior notes in the principal amount of $169 million for an aggregate repurchase price of $133 million, including accrued and unpaid interest, with short-term borrowings.
FY 2025 Q4 10-Q Added
In June 2025, we repaid the remaining $422 million of our $750 million, 4.15% senior notes at maturity with short-term borrowings. In the second quarter of 2025, we repurchased in the open market certain of our senior notes in the principal amount of $169 million for an aggregate repurchase price of $133 million, including accrued and unpaid interest, with short-term borrowings.
reworded In March 2025, we repaid our $250 million, 3.2% senior notes at maturity with cash on hand.
FY 2025 Q3 10-Q Removed
In March 2025, we repaid our $250 million, 3.2% senior notes at maturity with cash on hand. Equity Issuances - On May 28, 2025, we completed the Delaware Basin JV Acquisition. Pursuant to the purchase agreement, we issued approximately 4.9 million shares of ONEOK common stock to the seller with a fair value of $391 million as of the closing date. 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 six months ended June 30, 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 announced by the federal government earlier this year to have a material impact on capital expenditures in 2025. Capital expenditures, less allowance for equity funds used during construction, were $1.4 billion and $991 million for the six months ended June 30, 2025 and 2024, respectively.
FY 2025 Q4 10-Q Added
In March 2025, we repaid our $250 million, 3.2% senior notes at maturity with cash on hand. Equity Issuances - On May 28, 2025, we completed the Delaware Basin JV Acquisition. Pursuant to the purchase agreement, we issued approximately 4.9 million shares of ONEOK common stock to the seller with a fair value of $391 million as of the closing date. 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 and nine months ended September 30, 2025, we repurchased $45 million and $62 million, respectively, of our outstanding common stock with cash on hand. 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 announced by the federal government earlier this year to have a material impact on capital expenditures in 2025. 37 Capital expenditures, less allowance for equity funds used during construction, were $2.2 billion and $1.5 billion for the nine months ended September 30, 2025 and 2024, respectively. We expect total capital expenditures of $2.8 billion - $3.2 billion in 2025. See discussion of our primary capital projects in the "Recent Developments" section in this Quarterly Report.
reworded Fitch BBBF2Stable
FY 2025 Q3 10-Q Removed
Rating AgencyLong-term Rating Short-term Rating Outlook 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. In February and May 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 quarters in the prior year. We declared a quarterly common stock dividend of $1.03 per share in July 2025. The quarterly common stock dividend will be paid on August 14, 2025, to shareholders of record at the close of business on August 1, 2025. For the six months ended June 30, 2025, our cash flows from operations exceeded dividends paid by $1.1 billion. 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.
FY 2025 Q4 10-Q Added
Outlook 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 could 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. In February, May and August 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 quarters in the prior year. We declared a quarterly common stock dividend of $1.03 per share in October 2025. The quarterly common stock dividend will be paid on November 14, 2025, to shareholders of record at the close of business on November 3, 2025. For the nine months ended September 30, 2025, our cash flows from operations exceeded dividends paid by $2.1 billion. We expect our cash flows from operations to continue to sufficiently fund our cash dividends. To the extent operating cash flows are not sufficient to fund our dividends, we may utilize cash on hand from other sources of short- and long-term liquidity to fund a portion of our dividends.
reworded Nine Months Ended2025 vs. 2024
FY 2025 Q3 10-Q Removed
The following table sets forth the changes in cash flows by operating, investing and financing activities for the periods indicated: Variances Six Months Ended2025 vs. 2024
FY 2025 Q4 10-Q Added
The following table sets forth the changes in cash flows by operating, investing and financing activities for the periods indicated: Variances Nine Months Ended2025 vs. 2024
reworded Investing activities(2,642)(1,832)(810)
FY 2025 Q3 10-Q Removed
June 30,$ Increase (Decrease) in Cash 20252024 (Millions of dollars) Total cash provided by (used in): Operating activities$2,429 $2,026 403 Investing activities(1,508)(1,334)(174)
FY 2025 Q4 10-Q Added
September 30,$ Increase (Decrease) in Cash 20252024 (Millions of dollars) Total cash provided by (used in): Operating activities$4,053 $3,277 776 Investing activities(2,642)(1,832)(810)
reworded Cash and cash equivalents at beginning of period733 338 395
FY 2025 Q3 10-Q Removed
Financing activities(1,557)(994)(563) Change in cash and cash equivalents(636)(302)(334) Cash and cash equivalents at beginning of period733 338 395
FY 2025 Q4 10-Q Added
Financing activities(945)4,681 (5,626) Change in cash and cash equivalents466 6,126 (5,660) Cash and cash equivalents at beginning of period733 338 395
reworded Cash and cash equivalents at end of period$1,199 $6,464 (5,265)
FY 2025 Q3 10-Q Removed
Cash and cash equivalents at end of period$97 $36 61 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 six months ended June 30, 2025, increased $393 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 $289 million for the six months ended June 30, 2025, compared with a decrease of $299 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 partially offset by changes in accounts receivable resulting from the receipt of cash from counterparties and from inventory, both of which vary from period to period, and with changes in commodity prices. Investing Cash Flows - Cash used in investing activities for the six months ended June 30, 2025, increased $174 million, compared with the same period in 2024, due primarily to an increase in capital expenditures related to our capital projects in 2025 and proceeds received from the divestiture of certain non-strategic assets in 2024, offset partially by cash paid for acquisitions in 2024. Financing Cash Flows - Cash used in financing activities for the six months ended June 30, 2025, increased $563 million, compared with the same period in 2024, due primarily to the repayment of long-term debt, the Delaware Basin JV Acquisition and an increase in dividends paid, offset partially by an increase of short-term borrowings in 2025.
FY 2025 Q4 10-Q Added
Cash and cash equivalents at end of period$1,199 $6,464 (5,265) 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 nine months ended September 30, 2025, increased $890 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 $347 million for the nine months ended September 30, 2025, compared with a decrease of $233 million for the same period in 2024. This change is due primarily to changes in accounts receivable resulting from the receipt of cash from counterparties and from inventory, both of which vary from period to period, and with changes in commodity prices. These changes were partially offset by changes in accounts payable, which vary from period to period with changes in commodity prices and from the timing of payments to vendors, suppliers and other third parties. Investing Cash Flows - Cash used in investing activities for the nine months ended September 30, 2025, increased $810 million, compared with the same period in 2024, due primarily to an increase in capital expenditures related to our capital projects in 2025, cash paid for the BridgeTex Additional Interest Acquisition and proceeds received from the divestiture of certain non-strategic assets in 2024, offset partially by cash paid for acquisitions in 2024. Financing Cash Flows - Cash from financing activities for the nine months ended September 30, 2025, decreased $5.6 billion, compared with the same period in 2024, due primarily to the issuance of senior unsecured notes associated with acquisitions in 2024, increased repayments of long-term debt in 2025, cash paid for the Delaware Basin JV Acquisition and increased dividends paid in 2025, offset partially by the issuance of senior unsecured notes in August 2025.