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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Shareholders of ONEOK, Inc.:

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of ONEOK, Inc.and its subsidiaries ~~(the~~(the “Company”) as of December 31, ~~2017~~2020 and ~~December 31, 2016, and~~2019, the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flowsfor each of the three years in the period ended December 31, ~~2017,~~2020, including the related notes (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of December 31, ~~2017,~~2020, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2020 and ~~December 31, 2016,~~2019, and the results of ~~their~~ itsoperations and ~~their~~ itscash flows for each of the three years in the period ended December 31, ~~2017~~2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2017,~~2020, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.

Change in Accounting Principle

As discussed in Note A to the consolidated financial statements, the Company changed the manner in which it accounts for revenue from contracts with customers in 2018.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, ~~appearing~~included in Management's ~~Annual~~ Report on Internal Control ~~over~~Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ~~("PCAOB")~~(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated beloware mattersarising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Level 3 Commodity Derivative Assets and Liabilities

As described in Notes A and B to the consolidated financial statements, the Company’s level 3 commodity contracts derivative assets and liabilities total $103.8 million and $135.1 million, respectively, as of December 31, 2020. As disclosed by management, commodity price risk includes basis risk, which is the difference in price between various locations where commodities are purchased and sold. Management records all derivative instruments at fair value, with the exception of normal purchases and normal sales transactions that are expected to result in physical delivery. Many of the contracts in its derivative portfolio are executed in liquid markets where price transparency exists. Fair value measurements classified as Level 3 are composed predominantly of exchange-cleared and over-the-counter derivatives to hedge NGL price risk and natural gas basis risk. These measurements are based on inputs that may include one or more unobservable inputs, including internally developed commodity price curves, that incorporate market data from broker quotes and third-party pricing services. The commodity derivatives are generally valued using forward quotes provided by third-party pricing services that are validated with other market data.

The principal considerations for our determination that performing procedures relating to the valuation of level 3 commodity derivative assets and liabilities is a critical audit matter are (i) the significant judgment by management to determine the fair value of these derivatives; (ii) a high degree of auditor judgment, subjectivity and effort in evaluating audit evidence related to the valuation due to the use of internally developed commodity price curves that incorporate market data from broker quotes and third-party pricing services; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.These procedures included testing the effectiveness of controls relating to the valuation of level 3 commodity derivative assets and liabilities, including controls over the Company’s model, significant assumptions, and data. These procedures alsoincluded, among others, the involvement of professionals with specialized skill and knowledge to assist in developing an independent estimate of the level 3 commodity derivative assets and liabilities and comparison of the independent estimate to management’s estimate to evaluate the reasonableness of management’s estimate. Developing the independent estimate involved testing the completeness and accuracy of data provided by management and evaluating management’s assumptions related to the internally developed commodity price curves which incorporate market data from broker quotes and third-party pricing services.

Long-Lived Asset Impairment – Asset Group in the Powder River Basin

As described in NotesA and B to the consolidated financial statements, the Company’s net property, plant and equipment balance was $19.2 billion as of December 31, 2020. Management assesses the Company’s long-lived assets for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. An impairment is indicated if the carrying amount of a long-lived asset exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. If an impairment is indicated, the Company will record an impairment loss equal to the difference between the carrying value and the fair value of the long-lived asset. In 2020, Management evaluated the Natural Gas Gathering and Processing segment asset groups and determined that the carrying value of certain long-lived asset groups were not recoverable and exceeded their estimated fair value. The Company recorded noncash impairment charges of $382.2 million in its Natural Gas Gathering and Processing segment, of which a portion includes a natural gas processing plant and infrastructure in the Powder River Basin and its related supply contracts. To estimate the fair value, Management used the income approach. Under the income approach, the discounted cash flow analysis included the following inputs that are not readily available: a discount rate reflective of industry cost of capital, estimated contract rates, volumes, operating margins, operating and maintenance costs, and capital expenditures.

The principal considerations for our determination that performing procedures relating to long-lived asset impairments of an asset group in the Powder River Basin is a critical audit matter are (i) the significant judgment by management when developing the fair value of the long-lived asset and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures andevaluating management’s significant assumptions related to volumes and operating margins.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s long-lived asset impairment assessment, including the controls over the valuation of long-lived assets. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of an asset group in the Powder River Basin; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of underlying data used in the model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the volumes and operating margins. Evaluating management’s assumptions related to the volumes and operating margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the asset group and (ii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

/s/ PricewaterhouseCoopers LLP

Tulsa, OKOklahoma

February ~~27, 2018~~23, 2021

We have served as the Company’s auditor since 2007.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31,
2017 2016 2015

(Thousands of dollars, except per share amounts)
Revenues
Commodity sales $ 9,862,652
$ 6,858,456
$ 6,098,343
Services 2,311,255
2,062,478
1,664,863
Total revenues 12,173,907

8,920,934
7,763,206
Cost of sales and fuel (exclusive of items shown separately below) 9,538,045
6,496,124
5,641,052
Operations and maintenance 735,190
668,335
605,748
Depreciation and amortization 406,335
391,585
354,620
Impairment of long-lived assets (Note E) 15,970
—
83,673
General taxes 98,396
88,849
87,583
Gain on sale of assets (924 ) (9,635 ) (5,629 )
Operating income 1,380,895
1,285,676
996,159
Equity in net earnings from investments (Note N) 159,278
139,690
125,300
Impairment of equity investments (Note N) (4,270 ) —
(180,583 )
Allowance for equity funds used during construction 107
209
2,179
Other income 15,385
6,091
368
Other expense (24,936 ) (4,059 ) (4,760 )
Interest expense (net of capitalized interest of $5,510, $10,591 and $36,572, respectively) (485,658 ) (469,651 ) (416,787 )
Income before income taxes 1,040,801
957,956
521,876
Income taxes (Note M) (447,282 ) (212,406 ) (136,600 )
Income from continuing operations 593,519
745,550
385,276
Income (loss) from discontinued operations, net of tax —
(2,051 ) (6,081 )
Net income 593,519
743,499
379,195
Less: Net income attributable to noncontrolling interests 205,678
391,460
134,218
Net income attributable to ONEOK 387,841
352,039
244,977
Less: Preferred stock dividends 767
—
—
Net income available to common shareholders $ 387,074
$ 352,039
$ 244,977
Amounts available to common shareholders:
Income from continuing operations $ 387,074
$ 354,090
$ 251,058
Income (loss) from discontinued operations —
(2,051 ) (6,081 )
Net income $ 387,074
$ 352,039
$ 244,977
Basic earnings per common share:
Income from continuing operations (Note J) $ 1.30
$ 1.68
$ 1.19
Income (loss) from discontinued operations —
(0.01 ) (0.02 )
Net income $ 1.30
$ 1.67
$ 1.17
Diluted earnings per common share:
Income from continuing operations (Note J) $ 1.29
$ 1.67
$ 1.19
Income (loss) from discontinued operations —
(0.01 ) (0.03 )
Net income $ 1.29
$ 1.66
$ 1.16
Average shares (thousands)

Basic 297,477
211,128
210,208
Diluted 299,780
212,383
210,541
Dividends declared per share of common stock $ 2.72
$ 2.46
$ 2.43


ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME

	Years Ended December 31,
	2020		2019		2018
	(Thousands of dollars, except per share amounts)
Revenues
Commodity sales	$	7,255,259	$	8,916,047	$	11,395,642
Services	1,286,983		1,248,320		1,197,554
Total revenues (Note P)	8,542,242		10,164,367		12,593,196
Cost of sales and fuel (exclusive of items shown separately below)	5,110,146		6,788,040		9,422,708
Operations and maintenance	761,176		863,708		803,146
Depreciation and amortization	578,662		476,535		428,557
Impairment charges (Note A)	607,200		0		0
General taxes	125,028		119,156		103,922
(Gain) loss on sale of assets	(1,327)		2,575		(601)
Operating income	1,361,357		1,914,353		1,835,464
Equity in net earnings from investments (Note M)	143,241		154,541		158,383
Impairment of equity investments (Note A)	(37,730)		0		0
Allowance for equity funds used during construction	23,662		64,815		7,962
Other income	43,745		27,058		674
Other expense	(19,073)		(18,003)		(14,928)
Interest expense (net of capitalized interest of $75,436, $107,275 and $28,062, respectively)	(712,886)		(491,773)		(469,620)
Income before income taxes	802,316		1,650,991		1,517,935
Income taxes (Note L)	(189,507)		(372,414)		(362,903)
Net income	612,809		1,278,577		1,155,032
Less: Net income attributable to noncontrolling interests	0		0		3,329
Net income attributable to ONEOK	612,809		1,278,577		1,151,703
Less: Preferred stock dividends	1,100		1,100		1,100
Net income available to common shareholders	$	611,709	$	1,277,477	$	1,150,603

Basic EPS (Note I)	$	1.42	$	3.09	$	2.80

Diluted EPS (Note I)	$	1.42	$	3.07	$	2.78
Average shares (thousands)
Basic	431,105		413,560		411,485
Diluted	431,782		415,444		414,195

See accompanying Notes to Consolidated Financial Statements.

Years Ended December 31,
2017 2016 2015

(Thousands of dollars)
Current income tax provision
Federal $ 295
$ 6,086
$ 13,191
State 1,670
2,449
2,967
Total current income taxes from continuing operations 1,965
8,535
16,158
Deferred income tax provision

Federal 376,728
193,974

116,681
State 68,589
9,897
3,761
Total deferred income taxes from continuing operations 445,317
203,871
120,442
Total provision for income taxes from continuing operations 447,282
212,406
136,600
Discontinued operations —
(1,250 ) 2,031
Total provision for income taxes $ 447,282
$ 211,156
$ 138,631

The following table is a reconciliation of our income tax provision ~~from continuing operations and excludes discontinued operations~~ for the periods indicated:


	Years Ended December 31,
	2020			2019			2018
	(Thousands of dollars)
Income before income taxes	$	802,316		$	1,650,991		$	1,517,935
Less: Net income attributable to noncontrolling interests	0			0			3,329
Net income attributable to ONEOK before income taxes	802,316			1,650,991			1,514,606
Federal statutory income tax rate	21.0		%	21.0		%	21.0		%
Provision for federal income taxes	168,486			346,708			318,067

State income taxes, net of federal benefit	13,580			34,545			38,668
Deferred tax rate change, inclusive of valuation allowance	20,879			11,340			5,552
Excess tax benefits from share-based compensation	(7,380)			(20,983)			(4,644)
Other, net	(6,058)			804			5,260
Income tax provision	$	189,507		$	372,414		$	362,903

Years Ended December 31,
2017 2016 2015

(Thousands of dollars)
Income before income taxes $ 1,040,801
$ 957,956
$ 521,876
Less: Net income attributable to noncontrolling interests 205,678
391,460
134,218
Net income attributable to ONEOK before income taxes 835,123
566,496
387,658
Federal statutory income tax rate 35.0 % 35.0 % 35.0 %
Provision for federal income taxes 292,293
198,274
135,680
State income taxes, net of federal benefit 16,197
12,303
5,800
Deferred tax rate change, inclusive of valuation allowance 141,283
43
928
Other, net (2,491 ) 1,786
(5,808 )
Income tax provision $ 447,282
$ 212,406
$ 136,600

The following table sets forth the tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities for the periods indicated:


	December 31, 2020		December 31, 2019
Deferred tax assets	(Thousands of dollars)
Employee benefits and other accrued liabilities	$	96,741	$	99,510
Federal net operating loss	1,473,093		858,030
State net operating loss and benefits	258,929		171,779
Derivative instruments	134,499		83,710

Other	12,894		12,769
Total deferred tax assets	1,976,156		1,225,798
Valuation allowance for state net operating loss and tax credits
Carryforward expected to expire prior to utilization	(121,212)		(94,794)
Net deferred tax assets	1,854,944		1,131,004
Deferred tax liabilities
Excess of tax over book depreciation	87,021		84,631
Investment in partnerships (a)	2,437,620		1,582,436

Total deferred tax liabilities	2,524,641		1,667,067
Net deferred tax assets (liabilities)	$	(669,697)	$	(536,063)

December 31,
2017 December 31,
2016
Deferred tax assets
(Thousands of dollars)
Employee benefits and other accrued liabilities $ 85,355
$ 118,831
Federal net operating loss 159,162
26,334
State net operating loss and benefits 73,277
39,759
Derivative instruments 30,060
32,082
Other 13,546
2,425
Total deferred tax assets 361,400
219,431
Valuation allowance for state net operating loss and tax credits
Carryforward expected to expire prior to utilization (66,632 ) (9,430 )
Net deferred tax assets 294,768
210,001
Deferred tax liabilities
Excess of tax over book depreciation 64,508
107,249
Investment in partnerships 77,035
1,726,541
Regulatory assets 15
33
Total deferred tax liabilities 141,558
1,833,823
Net deferred tax assets (liabilities) before discontinued operations 153,210
(1,623,822 )
Discontinued operations —
10,500
Net deferred tax assets (liabilities) $ 153,210
$ (1,613,322 )
(a) Due primarily to excess of tax over book depreciation.

~~In December 2017, the Tax Cuts~~The majority of our tax benefits relate to federal and Jobs Act was signed into law. The Tax Cuts and Jobs Act makes extensive changes to the U.S. tax laws and includes provisions that, beginning in 2018, reduce the U.S. corporate tax rate to 21 percent from 35 percent, increase expensing for capital-investment, limit the interest deduction, and limit the use ofstate net operating losses ~~to offset future taxable income.~~and carry forward indefinitely. Due to the reduction in the corporate tax rate, we revalued our deferred tax assets and liabilities as required at enactment. Our net deferred tax assets represent expected corporate tax benefits in the future. The reduction in the federal corporate tax rate reduces these benefits, which resulted in a one-time noncash charge to net income through income tax expense of $141.3 million, inclusive of the valuation allowance described below, recorded in the fourth quarter 2017. We will continue to monitor U.S. Treasury Department and IRS implementation of the Tax Cuts and Jobs Act and ~~will apply applicable guidance and rulemaking as it becomes available.~~

~~Tax benefits related to certain state net operating loss and tax credit carryforwards will begin expiring in 2030 and 2020, respectively. Due to the new tax legislation and~~ the impact of increased expensing for ~~capital-investment,~~capital investment, we believe that it is more likely than not that the tax benefits of certain ~~state net operating loss and tax credit~~ carryforwards will not be utilized prior to their expirations; therefore, we recorded a valuation allowance of ~~$54.1~~ $20.9 million, $11.3 million and $5.6 million through net income related to these ~~state~~ tax benefits in ~~the fourth quarter 2017.~~2020, 2019 and 2018, respectively.

The Tax Cuts and Jobs Act may reduce future tariff rates charged on our regulated pipelines. For regulated companies, the effect on deferred tax assets and liabilities of a change in tax rates is recorded as regulatory assets and regulatory liabilities in the period that includes the enactment date, if, as a result of an action by a regulator, it is probable that the effect of the change in tax rates will be recovered from or returned to customers through future rates. The rates charged on substantially all of our regulated natural gas pipelines have been established through shipper specific negotiation, discounts and negotiated settlements, which do not ascribe any specific cost of service elements. The rates charged on substantially all of our regulated NGL pipelines are established through negotiated transportation service agreements that are not adjusted based on a traditional cost of service. We expect future tariff rate changes, if any, related to the change in U.S. corporate tax rate to be established prospectively over time on a similar negotiated basis. If in the future the FERC or other regulatory bodies were to require a refund of previously collected amounts on our regulated pipelines, then we may record a regulatory liability through a one-time charge to expense.

On June 30, 2017, we completed the Merger Transaction in a taxable exchange to the ONEOK Partners unitholders resulting in a book/tax difference in the basis of the underlying assets acquired. We recorded a deferred tax asset of $2.1 billion, computed as the net of the equity value exchanged of $8.8 billion and noncontrolling interests of $3.0 billion at a tax rate of 37 percent. These deferred tax assets were revalued in December 2017, as described above.

M. UNCONSOLIDATED AFFILIATES

As a result of adopting ASU 2016-09 in first quarter 2017, we recorded an adjustment increasing beginning retained earnings and deferred tax assets of $73.4 million to recognize the cumulative tax benefits included in net operating loss carryforwards on the tax return but not reflected in deferred tax assets as of December 31, 2016. Beginning in January 2017, all share-based payment tax effects have been recorded in earnings. In prior periods, tax benefits of employee share-based compensation were not recorded as a deferred tax asset as vesting occurred in periods we were in a net operation loss position, and a portion of the tax benefit did not reduce current taxes payable.


N.	~~UNCONSOLIDATED AFFILIATES~~

Investments in Unconsolidated Affiliates - The following table sets forth our investments in unconsolidated affiliates for the periods indicated:

Net
Ownership
Interest
December 31,
2017 December 31,
2016

(Thousands of dollars)
Northern Border Pipeline 50% $ 396,800
$ 328,456
Overland Pass Pipeline Company 50% 436,111
444,138
Roadrunner Gas Transmission 50% 93,048
94,548
Other Various 77,197
91,665
Investments in unconsolidated affiliates (a) $ 1,003,156
$ 958,807


	Net Ownership Interest	December 31, 2020		December 31, 2019
		(Thousands of dollars)
Northern Border Pipeline	50%	$	291,987	$	307,209
Overland Pass Pipeline	50%	409,573		417,473
Roadrunner	50%	66,794		80,816


Other (a)	Various	36,678		56,346
Investments in unconsolidated affiliates (b)		$	805,032	$	861,844

(a) - Year ended December 31, 2020, includes the impact of noncash impairment charges of $37.7 million related to the equity investments discussed below, offset partially by an acquisition of additional equity interest for $20.0 million.

(b) - Equity-method goodwill (Note A) was ~~$38.8~~$16.5 million and ~~$40.1~~$38.8 million at December 31, ~~2017~~2020 and ~~2016,~~2019, respectively.

Equity in Net Earnings from Investments and Impairments - The following table sets forth our equity in net earnings (loss) from investments for the periods indicated:


	Years Ended December 31,
	2020		2019		2018
	(Thousands of dollars)
Northern Border Pipeline	$	75,409	$	68,871	$	67,854
Overland Pass Pipeline	38,618		63,698		65,887
Roadrunner	29,017		26,839		22,993


Other	197		(4,867)		1,649
Equity in net earnings from investments	$	143,241	$	154,541	$	158,383

Impairment of equity investments	$	(37,730)	$	0	$	0

Years Ended December 31,
2017 2016 2015

(Thousands of dollars)
Northern Border Pipeline $ 68,153
$ 69,990
$ 66,941
Overland Pass Pipeline Company 60,067
53,984
37,783
Roadrunner Gas Transmission

19,150
4,445
1,800
Other 11,908
11,271
18,776
Equity in net earnings from investments $ 159,278
$ 139,690
$ 125,300
Impairment of equity investments $ (4,270 ) $ —
$ (180,583 )

Impairment Charges - In ~~the third quarter 2017, following~~2020, we incurred a ~~review of nonstrategic assets for potential divestiture, we recorded $4.3 million of~~ noncash impairment ~~charges related to a nonstrategic equity investment located in Oklahoma, which was later sold.~~

~~In 2015, due to the continued and greater than expected decline in volumes gathered in the dry natural gas area~~charge of ~~the Powder River Basin and our decision to cease operations of our wholly owned coal-bed methane natural gas gathering system in 2016, we recorded noncash impairment charges of $180.6~~$30.5 million ~~in 2015~~ related to our ~~Bighorn Gas Gathering, Fort Union~~10.2% investment in Venice Energy Services Company in our Natural Gas Gathering and ~~Lost Creek Gathering~~Processing segment, which includes $22.3 million related to equity-method goodwill, and a $7.2 million noncash impairment charge related to our 50% investment in Chisholm Pipeline Company in our Natural Gas Liquids segment. These impairment charges are included within impairment of equity ~~investments.~~

~~Unconsolidated Affiliates Financial Information~~ ~~- The following tables set forth summarized combined financial information~~investments in our Consolidated Statement of ~~our unconsolidated affiliates~~Income for the ~~periods indicated:~~

December 31,
2017 December 31,
2016

(Thousands of dollars)
Balance Sheet
Current assets $ 151,907
$ 143,317
Property, plant and equipment, net $ 2,490,692
$ 2,579,607
Other noncurrent assets $ 14,793
$ 20,784
Current liabilities $ 70,434
$ 77,388
Long-term debt $ 479,050
$ 649,539
Other noncurrent liabilities $ 53,830
$ 69,265
Accumulated other comprehensive loss $ (9,946 ) $ (7,450 )
Owners’ equity $ 2,064,024
$ 1,954,966

Years Ended December 31,
2017 2016 2015

(Thousands of dollars)
Income Statement
Operating revenues $ 639,102
$ 578,542
$ 524,496
Operating expenses (a) $ 277,121
$ 260,753
$ 304,930
Net income (a) $ 347,692
$ 293,921
$ 200,064

Distributions paid to us $ 196,114
$ 196,717
$ 155,918

~~(a) Includes long-lived asset~~year ended December 31, 2020. For additional information on our impairment charges, ~~in 2015.~~see Note A.

We incurred expenses in transactions with unconsolidated affiliates of ~~$156.1~~$135.4 million, ~~$140.3~~$164.7 million and ~~$104.7~~$153.9 million for ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, respectively, primarily related to Overland Pass Pipeline ~~Company~~ and Northern Border Pipeline. Accounts payable to our equity-method investees at December 31, ~~2017~~2020 and ~~2016, was $13.6~~2019, were $8.4 million and ~~$11.1~~$13.5 million, respectively.

Northern Border Pipeline - The Northern Border Pipeline partnership agreement provides that distributions to Northern Border Pipeline’s partners are to be made on a pro rata basis according to each partner’s percentage interest. The Northern Border Pipeline Management Committee determines the amount and timing of such distributions. Any changes to, or suspension of, the cash distribution policy of Northern Border Pipeline requires the unanimous approval of the Northern Border Pipeline Management Committee. Cash distributions are equal to ~~100 percent~~100% of distributable cash flow as determined from Northern Border Pipeline’s financial statements based upon EBITDA less interest expense and maintenance capital expenditures. As determined by the Northern Border Pipeline Management Committee, we received an additional distribution of $50.0 million from Northern Border Pipeline during the year ended December 31, 2019.Loans or other advances from Northern Border Pipeline to its partners or affiliates are prohibited under its credit agreement. In ~~2017,~~2020, 2019 and 2018, we made ~~an equity contribution of $83 million~~0 contributions to Northern Border Pipeline.

~~Under the terms of settlement with shippers in 2012, Northern Border Pipeline was required to file a rate case by January 1, 2018. In December 2017,~~ Northern Border Pipeline entered into a settlement with shippers that was approved by the FERC in February 2018. The settlement provides for tiered rate reductions beginning January 1, 2018, that ~~will reduce~~reduced tariff rates ~~12.5 percent~~12.5% by January 2020, compared with previous tariff rates, and requires new rates to be established by January 2024. ~~We do not expect the resulting decrease in equity~~The impact of lower tariff rates on Northern Border Pipeline’s earnings and cash distributions ~~from Northern Border Pipeline to be~~was not material to us.

Overland Pass Pipeline ~~Company~~ - The Overland Pass Pipeline ~~Company limited liability company~~ agreement provides that distributions to Overland Pass ~~Pipeline Company’s~~Pipeline’s members are to be made on a pro rata basis according to each member’s percentage interest. The Overland Pass Pipeline Company Management Committee determines the amount and timing of such distributions. Any changes to, or suspension of, the cash distributions from Overland Pass Pipeline ~~Company~~ requires the unanimous approval of the Overland Pass Pipeline Company Management Committee. Cash distributions are equal to ~~100 percent~~100% of available cash as defined in the limited liability company agreement. In 2020, 2019 and 2018, our contributions to Overland Pass Pipeline were not material.

Roadrunner ~~Gas Transmission~~- In March 2015, we entered into a 50-50 joint venture with a subsidiary of Fermaca, a Mexico City-based natural gas infrastructure company, to construct the Roadrunner pipeline to transport natural gas from the

~~Permian Basin in West Texas to the Mexican border near El Paso, Texas. We contributed $4 million and $65 million to Roadrunner in 2017 and 2016, respectively.~~

The Roadrunner ~~limited liability company~~ agreement provides that distributions to members are made on a pro rata basis according to each member’s ownership interest. As the operator, we have been delegated the authority to determine such distributions in accordance with, and on the frequency set forth in, the Roadrunner ~~limited liability company~~ agreement. Cash distributions are equal to ~~100 percent~~100% of available cash, as defined in the limited liability company agreement. In 2020, 2019 and 2018, our contributions to Roadrunner were not material.

We have an operating agreement with Roadrunner that provides for reimbursement or payment to us for management services and certain operating costs. Reimbursements and payments from Roadrunner included in operating income in our Consolidated Statements of Income for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, were not material.


O.	~~COMMITMENTS AND CONTINGENCIES~~

N. COMMITMENTS AND CONTINGENCIES

Commitments - ~~Operating leases representfuture minimum lease payments under noncancelable leases covering office space and pipeline equipment. Rental expense in~~ ~~2017, 2016 and 2015~~ ~~was not material. We have no material operating leases.~~ Firm transportation and storage contracts are fixed-price contracts that provide us with firm transportation and storage capacity. The following table sets forth our firm transportation and storage contract payments for the periods indicated:


	Firm Transportation and Storage Contracts
	(Millions of dollars)
2021	$	70.9
2022	60.9
2023	55.8
2024	53.4
2025	47.9
Thereafter	227.8
Total	$	516.7

Firm
Transportation
and Storage
Contracts

(Millions of dollars)
2018 $ 46.1
2019 37.6
2020 37.3
2021 23.0
2022 14.2
Thereafter 20.8
Total $ 179.0

Environmental Matters and Pipeline Safety -The operation of pipelines, plants and other facilities for the gathering, processing, fractionation, transportation and storage of natural gas, NGLs, condensate and other 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 ~~United States~~ laws and regulations ~~at the federal, state, local and tribal levels~~ 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, plants and other facilities must incorporate compliance with these laws, ~~and~~ 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 ~~believes~~does not believe that, based on currently known information, ~~compliance~~a material risk of noncompliance with these laws and regulations exists that will ~~not have a material adverse effect on~~affect adversely our consolidated results of operations, financial condition or cash flows.

Legal Proceedings - ~~Gas Index Pricing Litigation~~ - As previously reported, we and our affiliate, ONEOK Energy Services Company, L.P. (OESC), along with several other energy companies, were named as defendants in multiple lawsuits arising from alleged market manipulation or false reporting of natural gas prices to natural gas-index publications alleged to have occurred prior to 2003.

~~In March 2017, the United States District Court for the District of Nevada (the Court) granted summary judgment to OESC in~~ ~~Sinclair Oil Corporation v. ONEOK Energy Services Company, L.P.~~ (filed in the United States District Court for the District of Wyoming in September 2005, transferred to MDL-1566 in the Court). In September 2017, the Court entered a final judgment in favor of OESC in ~~Sinclair, which was appealed by Sinclair Oil Corporation to the Ninth Circuit Court of Appeals. We expect that future charges, if any, from the ultimate resolution of the~~ ~~Sinclair~~ ~~case will not be material to our results of operations, financial position or cash flows.~~

~~In May 2017, the Court approved the following previously announced settlements:~~

~~Learjet, Inc., et al. v. ONEOK, Inc., et al.~~ ~~(filed in the District Court of Wyandotte, Kansas, in November 2005, transferred to MDL-1566 in the Court);~~

~~Arandell Corporation, et al. v. Xcel Energy, Inc., et al.~~ ~~(filed in the Circuit Court for Dane County, Wisconsin, in December 2006, transferred to MDL-1566 in the Court);~~

~~Heartland Regional Medical Center, et al. v. ONEOK, Inc., et al.~~ ~~(filed in the Circuit Court of Buchanan County, Missouri, in March 2007, transferred to MDL-1566 in the Court); and~~

~~NewPage Wisconsin System v. CMS Energy Resource Management Company, et al.~~ ~~(filed in the Circuit Court for Wood County, Wisconsin, in March 2009, transferred to MDL-1566 in the Court and consolidated with the~~ ~~Arandell~~ ~~case).~~

The Court later entered a final judgment dismissing these actions with prejudice as to us and our affiliates, which became final and nonappealable in July 2017. The amount paid to settle these cases was not material to our results of operations, financial position or cash flows and was paid with cash on hand.

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

O. LEASES

We adopted Topic 842 using the modified retrospective method and the optional transition method to record the adoption impact through a cumulative-effect adjustment to retained earnings as of January 1, 2019. Results for reporting periods

beginning after January 1, 2019, are presented under Topic 842, while prior periods are not adjusted and continue to be reported under the accounting standards in effect for those periods.

We lease certain buildings, warehouses, office space, pipeline capacity, land and equipment, including pipeline equipment, rail cars and information technology equipment. Our lease payments are generally straight-line and the exercise of lease renewal options, which vary in term, is at our sole discretion. We include renewal periods in a lease term if we are reasonably certain to exercise available renewal options. We apply the short-term policy election, which allows us to exclude from recognition leases with an initial term of 12 months or less. Our lease agreements do not include any residual value guarantees or material restrictive covenants.

Through ONEOK Leasing Company, L.L.C. and ONEOK Parking Company, L.L.C., we own an office building and a parking garage and lease excess space in these facilities to affiliates and others. Our consolidated lease income is not material.

In December 2019, we entered into an operating lease for pipeline capacity with a lease term of 10 years that commenced January 1, 2020. In connection with this lease, we recognized an operating lease right-of-use asset and a lease liability with remaining balances of $69.0 million and $69.9 million, respectively, as of December 31, 2020.

The following table sets forth information about our lease assets and liabilities included in our Consolidated Balance Sheet for the periods indicated:


Leases	Location in our Consolidated Balance Sheet	December 31, 2020		December 31, 2019
		(Thousands of dollars)
Assets
Operating leases	Other assets	$	100,154	$	15,147
Finance lease	Property, plant and equipment	28,286		28,286
Finance lease	Accumulated depreciation	(2,451)		(1,320)
Total leased assets		$	125,989	$	42,113

Liabilities
Current
Operating leases	Operating lease liability	$	13,610	$	1,883
Finance lease	Other current liabilities	2,153		1,949
Noncurrent
Operating leases	Operating lease liability	87,610		13,509
Finance lease	Other deferred credits	22,143		24,296
Total lease liabilities		$	125,516	$	41,637

The following table sets forth supplemental cash flow information related to our leases:


	Years Ended December 31,
	2020		2019
	(Thousands of dollars)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	13,245	$	6,213
Financing cash flows for finance lease	$	1,949	$	1,764
Right-of-use assets obtained in exchange for operating lease liabilities (noncash)	$	99,547	$	4,097

The following table sets forth information about our lease costs for the periods indicated:


		Years Ended December 31,
	Location in our Consolidated Statement of Income	2020		2019
		(Thousands of dollars)
Operating leases	Operations and maintenance	$	17,162	$	6,803
Finance lease
Amortization of lease assets	Depreciation and amortization	1,131		1,131
Interest on lease liabilities	Interest expense	2,537		2,721
Total lease cost		$	20,830	$	10,655

The following table sets forth information about our leases for the periods indicated:


	December 31, 2020	December 31, 2019
Weighted average remaining lease term (years)
Operating leases	8.3	10.4
Finance lease	7.8	8.8
Weighted average discount rate (a)
Operating leases	3.20%	4.58%
Finance lease	10.00%	10.00%

(a) - Our weighted-average discount rates represent the rate implicit in the lease or our incremental borrowing rate for a term equal to the remaining term of the lease.

The following table sets forth the maturity of our lease liabilities as of December 31, 2020:


	Finance Lease		Operating Leases
	(Millions of dollars)

2021	$	4.5	$	16.5
2022	4.5		15.1
2023	4.5		13.8
2024	4.5		12.5
2025	4.5		11.1
2026 and beyond	12.6		47.1
Total lease payments	35.1		116.1
Less: Interest	10.8		14.9
Present value of lease liabilities	$	24.3	$	101.2

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P. REVENUES

Accounting Policies - See Note A for revenue recognition accounting policies.

Contract Assets and Contract Liabilities - Our contract asset balances at the beginning and end of the years ended December 31, 2020 and 2019, are not material. The following table sets forth the changes in our contract liability balances for the periods indicated:


P.Contract Liabilities	~~SEGMENTS~~	(Millions of dollars)
Balance at January 1, 2019		$	31.7
Revenue recognized included in beginning balance		(15.6)
Net additions		41.0
Balance at December 31, 2019 (a)		57.1
Revenue recognized included in beginning balance (c)		(36.1)
Net additions		20.4
Balance at December 31, 2020 (b)		$	41.4

(a) - Contract liabilities of $22.2 million and $34.9 million are included in other current liabilities and other deferred credits, respectively, in our Consolidated Balance Sheet.

(b) - Contract liabilities of $23.7 million and $17.7 million are included in other current liabilities and other deferred credits, respectively, in our Consolidated Balance Sheet.

Receivables from Customers and Revenue Disaggregation - Substantially all of the balances in accounts receivable on our Consolidated Balance Sheets at December 31, 2020 and 2019, relate to customer receivables. Revenues sources are disaggregated in Note Q.

Practical Expedients - 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.

Transaction Price Allocated to Unsatisfied Performance Obligations - The following table presents aggregate value allocated to unsatisfied performance obligations as of December 31, 2020, 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 one month to 23 years:


Expected Period of Recognition in Revenue	(Millions of dollars)
2021	$	328.2
2022	263.0
2023	235.4
2024	197.9
2025 and beyond	762.0
Total estimated transaction price allocated to unsatisfied performance obligations	$	1,786.5

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. Information on the nature of the variable consideration excluded and the nature of the performance obligations to which the variable consideration relates can be found in the description of the major contract types discussed in Note A. The amounts we determined to be fully constrained relate to future sales obligations under long-term sales contracts where the transaction price is not known and minimum volume agreements, which we consider to be fully constrained until invoiced.

Q. SEGMENTS

Segment Descriptions - Our operations are divided into three reportable business segments, as follows:

•our Natural Gas Gathering and Processing segment gathers, treats and processes natural gas;

•our Natural Gas Liquids segment gathers, treats, fractionates and transports NGLs and stores, markets and distributes NGL products; and

101

•our Natural Gas Pipelines segment ~~operates~~transports and stores natural gas via regulated ~~interstate~~intrastate and ~~intrastate~~interstate natural gas transmission pipelines and natural gas storage facilities.

Other and eliminations consist of ~~the~~ corporate ~~and Merger Transaction-related~~ costs, the operating and leasing activities of our headquarters building and related parking facility and eliminations necessary to reconcile our reportable segments to our Consolidated Financial Statements.

Accounting Policies -The accounting policies of the segments are described in Note A. Our chief operating decision-maker reviews the financial performance of each of our three segments, as well as our financial performance as a whole, on a regular basis. Beginning in 2016, adjusted EBITDA by segment is utilized in this evaluation. We believe this 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 are commonly employed by financial analysts and others to evaluate our financial performance and to compare financial performance among companies in our industry. Adjusted EBITDA for each segment is defined as net income adjusted for interest expense, depreciation and amortization, noncash impairment charges, income taxes, allowance for equity funds used during construction, noncash compensation, and other noncash items. Prior periods have been adjusted to conform to current presentation. This calculation may not be comparable with similarly titled measures of other companies.

~~Customers~~ - Our Natural Gas Gathering and Processing segment derives services revenue primarily from crude oil and natural gas producers, which include both large integrated and independent exploration and production companies. The downstream commodity sales customers of our Natural Gas Gathering and Processing segment are primarily utilities, large industrial companies, marketing companies and our NGL affiliate. Our Natural Gas Liquids segment’s customers are primarily NGL and natural gas gathering and processing companies; large integrated and independent crude oil and natural gas production companies; propane distributors; ethanol producers; and petrochemical, refining and NGL marketing companies. Our Natural Gas Pipelines segment’s customers are primarily local natural gas distribution companies, electric-generation companies, large industrial companies, municipalities, producers and marketing companies.

For each of the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, we had no single customer from which we received ~~10 percent~~10% or more of our consolidated revenues.

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


Year Ended December 31, 2020	Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
	(Thousands of dollars)
NGL and condensate sales	$	889,388	$	6,409,332	$	0	$	7,298,720
Residue natural gas sales	771,486		0		8,693		780,179
Gathering, processing and exchange services revenue	141,943		488,574		0		630,517
Transportation and storage revenue	0		182,915		470,097		653,012
Other	17,304		9,192		1,192		27,688
Total revenues (c)	1,820,121		7,090,013		479,982		9,390,116
Cost of sales and fuel (exclusive of depreciation and operating costs)	(843,976)		(5,108,558)		(6,809)		(5,959,343)
Operating costs	(326,938)		(412,900)		(141,713)		(881,551)
Equity in net earnings (loss) from investments	(1,123)		39,938		104,426		143,241
Noncash compensation expense and other	1,952		8,748		1,540		12,240
Segment adjusted EBITDA	$	650,036	$	1,617,241	$	437,426	$	2,704,703

Depreciation and amortization	$	(247,010)	$	(271,900)	$	(55,739)	$	(574,649)
Impairment charges	$	(566,145)	$	(78,785)	$	0	$	(644,930)
Investments in unconsolidated affiliates	$	22,757	$	423,494	$	358,781	$	805,032
Total assets	$	6,499,908	$	13,636,109	$	2,100,213	$	22,236,230
Capital expenditures	$	446,142	$	1,655,759	$	71,918	$	2,173,819

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $2.0 billion, of which $1.8 billion related to sales within the segment, and cost of sales and fuel of $520.6 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $298.5 million and cost of sales and fuel of $30.4 million.

(c) - Intersegment revenues are primarily commodity sales which are based on the contracted selling price, which is generally index-based and settled monthly, and for the Natural Gas Gathering and Processing segment totaled $865.6 million. Intersegment revenues for the Natural Gas Liquids and Natural Gas Pipelines segments were not material.

102

Year Ended December 31, 2017
Natural Gas
Gathering and
Processing

Natural Gas
Liquids (a)

Natural Gas
Pipelines (b)

Total
Segments

(Thousands of dollars)
Sales to unaffiliated customers $ 1,750,655
$ 10,009,576
$ 411,490
$ 12,171,721
Intersegment revenues 1,275,919
616,628
8,442
1,900,989
Total revenues 3,026,574
10,626,204
419,932
14,072,710
Cost of sales and fuel (exclusive of depreciation and items shown separately below) (2,216,355 ) (9,176,494 ) (43,424 ) (11,436,273 )
Operating costs (309,536 ) (359,753 ) (126,241 ) (795,530 )
Equity in net earnings from investments 12,098
59,876
87,304
159,278
Other 5,691
5,106
2,247
13,044
Segment adjusted EBITDA $ 518,472
$ 1,154,939
$ 339,818
$ 2,013,229

Depreciation and amortization $ (184,923 ) $ (167,277 ) $ (51,025 ) $ (403,225 )
Impairment of long-lived assets and equity investments $ (20,240 ) $ —
$ —
$ (20,240 )
Total assets $ 5,495,163
$ 8,782,700
$ 2,055,020
$ 16,332,883
Capital expenditures $ 284,205
$ 114,267
$ 95,564
$ 494,036


Year Ended December 31, 2020	Total Segments		Other and Eliminations		Total
	(Thousands of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales	$	7,298,720	$	(820,851)	$	6,477,869
Residue natural gas sales	780,179		(10,860)		769,319
Gathering, processing and exchange services revenue	630,517		0		630,517
Transportation and storage revenue	653,012		(14,599)		638,413
Other	27,688		(1,564)		26,124
Total revenues (a)	$	9,390,116	$	(847,874)	$	8,542,242

Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(5,959,343)	$	849,197	$	(5,110,146)
Operating costs	$	(881,551)	$	(4,653)	$	(886,204)
Depreciation and amortization	$	(574,649)	$	(4,013)	$	(578,662)
Impairment charges	$	(644,930)	$	0	$	(644,930)
Equity in net earnings from investments	$	143,241	$	0	$	143,241
Investments in unconsolidated affiliates	$	805,032	$	0	$	805,032
Total assets	$	22,236,230	$	842,524	$	23,078,754
Capital expenditures	$	2,173,819	$	21,562	$	2,195,381

(a) - Noncustomer revenue for the year ended December 31, 2020, totaled $65.8 million related primarily to gains from derivatives on commodity contracts.


Year Ended December 31, 2019	Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
	(Thousands of dollars)
NGL and condensate sales	$	1,224,378	$	7,910,833	$	0	$	9,135,211
Residue natural gas sales	966,149		0		1,244		967,393
Gathering, processing and exchange services revenue	164,299		414,238		0		578,537
Transportation and storage revenue	0		197,483		466,266		663,749
Other	13,813		9,962		4,477		28,252
Total revenues (c)	2,368,639		8,532,516		471,987		11,373,142
Cost of sales and fuel (exclusive of depreciation and operating costs)	(1,302,310)		(6,690,918)		(4,628)		(7,997,856)
Operating costs	(368,352)		(456,892)		(157,230)		(982,474)
Equity in net earnings (loss) from investments	(6,292)		65,123		95,710		154,541
Noncash compensation expense and other	10,965		15,936		2,977		29,878
Segment adjusted EBITDA	$	702,650	$	1,465,765	$	408,816	$	2,577,231

Depreciation and amortization	$	(219,519)	$	(196,132)	$	(57,250)	$	(472,901)
Investments in unconsolidated affiliates	$	34,426	$	439,393	$	388,025	$	861,844
Total assets	$	6,795,744	$	12,551,476	$	2,094,072	$	21,441,292
Capital expenditures	$	926,489	$	2,796,604	$	99,221	$	3,822,314

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $1.4 billion, of which $1.2 billion related to revenues within the segment, and cost of sales and fuel of $496.8 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $285.3 million and cost of sales and fuel of $20.0 million.

(c) - Intersegment revenues are primarily commodity sales which are based on the contracted selling price, which is generally index-based and settled monthly, and for the Natural Gas Gathering and Processing segment totaled $1.2 billion. Intersegment revenues for the Natural Gas Liquids and Natural Gas Pipelines segments were not material.

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Year Ended December 31, 2019	Total Segments		Other and Eliminations		Total
	(Thousands of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales	$	9,135,211	$	(1,190,424)	$	7,944,787
Residue natural gas sales	967,393		(1,418)		965,975
Gathering, processing and exchange services revenue	578,537		0		578,537
Transportation and storage revenue	663,749		(15,646)		648,103
Other	28,252		(1,287)		26,965
Total revenues (a)	$	11,373,142	$	(1,208,775)	$	10,164,367

Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(7,997,856)	$	1,209,816	$	(6,788,040)
Operating costs	$	(982,474)	$	(390)	$	(982,864)
Depreciation and amortization	$	(472,901)	$	(3,634)	$	(476,535)
Equity in net earnings from investments	$	154,541	$	0	$	154,541
Investments in unconsolidated affiliates	$	861,844	$	0	$	861,844
Total assets	$	21,441,292	$	370,829	$	21,812,121
Capital expenditures	$	3,822,314	$	26,035	$	3,848,349

(a) - Noncustomer revenue for the year ended December 31, 2019, totaled $139.6 million related primarily to gains from derivatives on commodity contracts.


Year Ended December 31, 2018	Natural Gas Gathering and Processing		Natural Gas Liquids (a)		Natural Gas Pipelines (b)		Total Segments
	(Thousands of dollars)
NGL and condensate sales	$	1,775,991	$	10,319,847	$	0	$	12,095,838
Residue natural gas sales	1,084,162		0		9,772		1,093,934
Gathering, processing and exchange services revenue	163,194		404,897		0		568,091
Transportation and storage revenue	0		199,018		414,969		613,987
Other	11,230		10,816		6,994		29,040
Total revenues (c)	3,034,577		10,934,578		431,735		14,400,890
Cost of sales and fuel (exclusive of depreciation and operating costs)	(2,041,448)		(9,176,813)		(15,984)		(11,234,245)
Operating costs	(368,939)		(394,115)		(144,259)		(907,313)
Equity in net earnings from investments	410		67,126		90,847		158,383
Noncash compensation expense and other	7,007		9,829		3,912		20,748
Segment adjusted EBITDA	$	631,607	$	1,440,605	$	366,251	$	2,438,463

Depreciation and amortization	$	(196,090)	$	(174,007)	$	(55,118)	$	(425,215)
Investments in unconsolidated affiliates	$	42,630	$	451,040	$	475,480	$	969,150
Total assets	$	6,078,473	$	9,663,640	$	2,131,669	$	17,873,782
Capital expenditures	$	694,611	$	1,306,341	$	119,185	$	2,120,137

(a) - Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $1.2 billion, of which ~~$1.0~~$1.1 billion related to ~~sales~~revenues within the segment, and cost of sales and fuel of ~~$497.4~~$506.0 million.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of ~~$264.9~~$266.6 million and cost of sales and fuel of ~~$44.0~~$26.0 million.

Year Ended December 31, 2017
Total
Segments

Other and
Eliminations
Total

(Thousands of dollars)
Reconciliations of total segments to consolidated
Sales to unaffiliated customers $ 12,171,721
$ 2,186
$ 12,173,907
Intersegment revenues 1,900,989
(1,900,989 ) —
Total revenues $ 14,072,710
$ (1,898,803 ) $ 12,173,907

Cost of sales and fuel (exclusive of depreciation and operating costs) $ (11,436,273 ) $ 1,898,228
$ (9,538,045 )
Operating costs $ (795,530 ) $ (38,056 ) $ (833,586 )
Depreciation and amortization $ (403,225 ) $ (3,110 ) $ (406,335 )
Impairment of long-lived assets and equity investments $ (20,240 ) $ —
$ (20,240 )
Equity in net earnings from investments $ 159,278
$ —
$ 159,278
Total assets $ 16,332,883
$ 513,054
$ 16,845,937
Capital expenditures $ 494,036
$ 18,357
$ 512,393

Year Ended December 31, 2016
Natural Gas
Gathering and
Processing

Natural Gas
Liquids (a)

Natural Gas
Pipelines (b)

Total
Segments

(Thousands of dollars)
Sales to unaffiliated customers $ 1,375,738
$ 7,168,983
$ 373,738
$ 8,918,459
Intersegment revenues 675,839
506,671
5,623
1,188,133
Total revenues 2,051,577
7,675,654
379,361
10,106,592
Cost of sales and fuel (exclusive of depreciation and items shown separately below) (1,331,542 ) (6,321,377 ) (30,561 ) (7,683,480 )
Operating costs (285,599 ) (327,597 ) (115,628 ) (728,824 )
Equity in net earnings from investments 10,742
54,513
74,435
139,690
Other 1,600
(1,574 ) 5,530
5,556
Segment adjusted EBITDA $ 446,778
$ 1,079,619
$ 313,137
$ 1,839,534

Depreciation and amortization $ (178,548 ) $ (163,303 ) $ (46,718 ) $ (388,569 )
Total assets $ 5,320,666
$ 8,347,961
$ 1,946,318
$ 15,614,945
Capital expenditures $ 410,485
$ 105,861
$ 96,274
$ 612,620

~~(a)~~(c) - ~~Our~~Intersegment revenues are primarily commodity sales which are based on the contracted selling price, which is generally index-based and settled monthly, and for the Natural Gas Gathering and Processing segment totaled $1.8 billion. Intersegment revenues for the Natural Gas Liquids ~~segment has regulated~~ and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $1.2 billion, of which $992.8 million related to sales within the segment and cost of sales and fuel of $458.7 million.

~~(b) - Our~~ Natural Gas Pipelines ~~segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $238.7 million and cost of sales and fuel of $30.0 million.~~segments were not material.

104

Year Ended December 31, 2016
Total
Segments

Other and
Eliminations
Total

(Thousands of dollars)
Reconciliations of total segments to consolidated
Sales to unaffiliated customers $ 8,918,459
$ 2,475
$ 8,920,934
Intersegment revenues 1,188,133
(1,188,133 ) —
Total revenues $ 10,106,592
$ (1,185,658 ) $ 8,920,934

Cost of sales and fuel (exclusive of depreciation and operating costs) $ (7,683,480 ) $ 1,187,356
$ (6,496,124 )
Operating costs $ (728,824 ) $ (28,360 ) $ (757,184 )
Depreciation and amortization $ (388,569 ) $ (3,016 ) $ (391,585 )
Equity in net earnings from investments $ 139,690
$ —
$ 139,690
Total assets $ 15,614,945
$ 523,806
$ 16,138,751
Capital expenditures $ 612,620
$ 12,014
$ 624,634

Year Ended December 31, 2015
Natural Gas
Gathering and
Processing

Natural Gas
Liquids (a)

Natural Gas
Pipelines (b)

Total
Segments

(Thousands of dollars)
Sales to unaffiliated customers $ 1,187,390
$ 6,248,002
$ 325,676
$ 7,761,068
Intersegment revenues 649,726
331,697
6,771
988,194
Total revenues 1,837,116
6,579,699

332,447

8,749,262
Cost of sales and fuel (exclusive of depreciation and items shown separately below) (1,265,617 ) (5,328,256 ) (34,481 ) (6,628,354 )
Operating costs (272,418 ) (314,505 ) (105,720 ) (692,643 )
Equity in net earnings from investments 17,863
38,696
68,741
125,300
Other 1,610
(3,342 ) 13,993
12,261
Segment adjusted EBITDA $ 318,554
$ 972,292
$ 274,980
$ 1,565,826

Depreciation and amortization $ (150,008 ) $ (158,709 ) $ (43,479 ) $ (352,196 )
Impairment of long-lived assets $ (73,681 ) $ (9,992 ) $ —
$ (83,673 )
Impairment of equity investments $ (180,583 ) $ —
$ —
$ (180,583 )
Total assets $ 5,123,450
$ 8,017,799
$ 1,851,857
$ 14,993,106
Capital expenditures $ 887,938
$ 226,135
$ 58,215
$ 1,172,288


Year Ended December 31, 2018	Total Segments		Other and Eliminations		Total
	(Thousands of dollars)
Reconciliations of total segments to consolidated
NGL and condensate sales	$	12,095,838	$	(1,794,342)	$	10,301,496
Residue natural gas sales	1,093,934		(2,832)		1,091,102
Gathering, processing and exchange services revenue	568,091		(21)		568,070
Transportation and storage revenue	613,987		(10,550)		603,437
Other	29,040		51		29,091
Total revenues (a)	$	14,400,890	$	(1,807,694)	$	12,593,196

Cost of sales and fuel (exclusive of depreciation and operating costs)	$	(11,234,245)	$	1,811,537	$	(9,422,708)
Operating costs	$	(907,313)	$	245	$	(907,068)
Depreciation and amortization	$	(425,215)	$	(3,342)	$	(428,557)
Equity in net earnings from investments	$	158,383	$	0	$	158,383
Investments in unconsolidated affiliates	$	969,150	$	0	$	969,150
Total assets	$	17,873,782	$	357,889	$	18,231,671
Capital expenditures	$	2,120,137	$	21,338	$	2,141,475

(a) - ~~Our Natural Gas Liquids segment has regulated and nonregulated operations. Our Natural Gas Liquids segment’s regulated operations had revenues of $954.8 million, of which $770.1~~Noncustomer revenue for the year ended December 31, 2018, totaled $(16.2) million related primarily to ~~sales within the segment and cost of sales and fuel of $412.6 million.~~losses from derivatives on commodity contracts.

(b) - Our Natural Gas Pipelines segment has regulated and nonregulated operations. Our Natural Gas Pipelines segment’s regulated operations had revenues of $266.9 million and cost of sales and fuel of $31.1 million.

Year Ended December 31, 2015
Total
Segments

Other and
Eliminations
Total

(Thousands of dollars)
Reconciliations of total segments to consolidated
Sales to unaffiliated customers $ 7,761,068
$ 2,138
$ 7,763,206
Intersegment revenues 988,194
(988,194 ) —
Total revenues $ 8,749,262
$ (986,056 ) $ 7,763,206

Cost of sales and fuel (exclusive of depreciation and operating costs) $ (6,628,354 ) $ 987,302
$ (5,641,052 )
Operating costs $ (692,643 ) $ (688 ) $ (693,331 )
Depreciation and amortization $ (352,196 ) $ (2,424 ) $ (354,620 )
Impairment of long-lived assets $ (83,673 ) $ —
$ (83,673 )
Impairment of equity investments $ (180,583 ) $ —
$ (180,583 )
Equity in net earnings from investments $ 125,300
$ —
$ 125,300
Total assets $ 14,993,106
$ 453,005
$ 15,446,111
Capital expenditures $ 1,172,288
$ 16,024
$ 1,188,312


										Years Ended December 31,
	Years Ended December 31,									2020		2019		2018
(Unaudited)	2017		2016			2015
Reconciliation of income from continuing operations to total segment adjusted EBITDA	(Thousands of dollars)
Income from continuing operations	$	593,519	$	745,550		$	385,276
Reconciliation of net income to total segment adjusted EBITDA									Reconciliation of net income to total segment adjusted EBITDA	(Thousands of dollars)
Net income									Net income	$	612,809	$	1,278,577	$	1,155,032
Add:									Add:
Interest expense, net of capitalized interest	485,658		469,651			416,787			Interest expense, net of capitalized interest	712,886		491,773		469,620
Depreciation and amortization	406,335		391,585			354,620			Depreciation and amortization	578,662		476,535		428,557
Income taxes	447,282		212,406			136,600
Income tax expense									Income tax expense	189,507		372,414		362,903
Impairment charges	20,240		—			264,256			Impairment charges	644,930		0		0
Noncash compensation expense	13,421		31,981			13,799			Noncash compensation expense	8,540		26,699		37,954
Other corporate costs and noncash items (a)	46,774		(11,639		)	(5,512		)
Other corporate costs and equity AFUDC (a)									Other corporate costs and equity AFUDC (a)	(42,631)		(68,767)		(15,603)
Total segment adjusted EBITDA	$	2,013,229	$	1,839,534		$	1,565,826		Total segment adjusted EBITDA	$	2,704,703	$	2,577,231	$	2,438,463

(a) - The year ended December 31, ~~2017,~~2020, includes ~~our April 2017 $20.0~~corporate net gains of $22.3 million ~~contribution~~on extinguishment of ~~Series E Preferred Stock to the Foundation and costs~~debt related to ~~the Merger Transaction of $30.0 million.~~


Q.	~~QUARTERLY FINANCIAL DATA (UNAUDITED)~~

Year Ended December 31, 2017
First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

(Thousands of dollars, except per share amounts)
Total revenues $ 2,749,611
$ 2,725,772
$ 2,906,366
$ 3,792,158
Net income $ 186,185
$ 175,991
$ 166,531
$ 64,812
Net income attributable to ONEOK $ 87,361
$ 71,693
$ 165,742
$ 63,045
Net income attributable to common shareholders $ 87,361
$ 71,476
$ 165,466
$ 62,771
Earnings per share total
Basic $ 0.41
$ 0.34
$ 0.43
$ 0.16
Diluted $ 0.41
$ 0.33
$ 0.43
$ 0.16

open market repurchases. The ~~fourth quarter 2017~~year ended December 31, 2019, includes a one-time noncash charge of $141.3 million related to revaluation of our deferred tax balances and a valuation allowance on certain state net operating loss and tax credit carryforwards resulting from the enactment of the Tax Cuts and Jobs Act, as described in Note M.

~~The third quarter 2017 includes noncash impairment charges of $20.2 million related to Natural Gas Gathering and Processing assets and~~higher equity ~~investments.~~

~~The second quarter 2017 includes a $20.0 million noncash expense~~AFUDC related to our ~~Series E Preferred Stock contribution~~capital-growth projects compared with 2020 and 2018.

R. QUARTERLY FINANCIAL DATA (UNAUDITED)


Year Ended December 31, 2020	First Quarter (a)		Second Quarter (b)		Third Quarter (c)		Fourth Quarter (c)
	(Thousands of dollars, except per share amounts)
Total revenues	$	2,136,672	$	1,660,729	$	2,174,264	$	2,570,577
Operating income (loss)	$	(83,469)	$	355,730	$	550,433	$	538,663
Net income (loss)	$	(141,857)	$	134,321	$	312,316	$	308,029
Net income (loss) available to common shareholders	$	(142,132)	$	134,046	$	312,041	$	307,754
Earnings (loss) per share total
Basic	$	(0.34)	$	0.32	$	0.70	$	0.69
Diluted	$	(0.34)	$	0.32	$	0.70	$	0.69

(a) - Due to historic events as a result of COVID-19 impacting supply, demand and commodity prices, we evaluated our goodwill, certain long-lived asset groups and equity investments for impairment and recorded $641.8 million in impairment charges.

(b) - In the second quarter 2020, due to the ~~Foundation~~commodity price environment and ~~operating costs related~~continued global and regional economic disruptions due primarily to COVID-19, many of our crude oil and natural gas producers curtailed production, which significantly reduced volumes on our system.

our producers reversed curtailments, bringing volumes back to pre-COVID-19 levels as prices and demand improved from second quarter 2020 lows and remained stable.

105

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter
Year Ended December 31, 2016

(Thousands of dollars except per share amounts)
Total revenues $ 1,774,459
$ 2,134,107
$ 2,357,907
$ 2,654,461
Income from continuing operations $ 175,911
$ 180,086
$ 194,792
$ 194,761
Income (loss) from discontinued operations, net of tax $ (952 ) $ (227 ) $ (576 ) $ (296 )
Net income $ 174,959
$ 179,859
$ 194,216
$ 194,465
Net income attributable to ONEOK $ 83,446
$ 85,944
$ 92,144
$ 90,505
Earnings per share total
Basic $ 0.40
$ 0.41
$ 0.44
$ 0.43
Diluted $ 0.40
$ 0.40
$ 0.43
$ 0.43


Year Ended December 31, 2019	First Quarter		Second Quarter		Third Quarter		Fourth Quarter

	(Thousands of dollars except per share amounts)
Total revenues	$	2,779,958	$	2,457,575	$	2,263,228	$	2,663,606

Operating income	$	468,742	$	476,146	$	482,151	$	487,314
Net income	$	337,208	$	311,963	$	309,155	$	320,251

Net income available to common shareholders	$	336,933	$	311,688	$	308,880	$	319,976
EPS total
Basic	$	0.82	$	0.75	$	0.75	$	0.77
Diluted	$	0.81	$	0.75	$	0.74	$	0.77


R.	~~SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION~~

ONEOK and ONEOK Partners are issuers of certain public debt securities. Effective with the Merger Transaction, we, ONEOK Partners and the Intermediate Partnership issued, to the extent not already in place, guarantees of the indebtedness of ONEOK and ONEOK Partners. The Intermediate Partnership holds all of the equity in ONEOK Partners’ subsidiaries, as well as a 50 percent interest in Northern Border Pipeline. In lieu of providing separate financial statements for each subsidiary issuer and guarantor, we have included the accompanying condensed consolidating financial statements based on Rule 3-10 of the SEC’s Regulation S-X. We have presented each of the parent and subsidiary issuers in separate columns in this single set of condensed consolidating financial statements.

~~For purposes of the following footnote:~~

~~we are referred to as “Parent Issuer and Guarantor”;~~

~~ONEOK Partners is referred to as “Subsidiary Issuer and Guarantor”;~~

~~the Intermediate Partnership is referred to as “Guarantor Subsidiary”; and~~

~~the “Non-Guarantor Subsidiaries” are all subsidiaries other than the Guarantor Subsidiary and Subsidiary Issuer and Guarantor.~~

The following supplemental condensed consolidating financial information is presented on an equity-method basis reflecting the separate accounts of ONEOK, ONEOK Partners and the Intermediate Partnership, the combined accounts of the Non-Guarantor Subsidiaries, the combined consolidating adjustments and eliminations, and our consolidated amounts for the periods indicated.

~~Condensed Consolidating Statements of Income~~

Year Ended December 31, 2017

Parent
Issuer &
Guarantor

Subsidiary
Issuer &
Guarantor

Guarantor
Subsidiary

Combined
Non-Guarantor
Subsidiaries

Consolidating
Entries
Total

(Millions of dollars)
Revenues
Commodity sales $ —
$ —
$ —
$ 9,862.7
$ —
$ 9,862.7
Services —
—
—
2,313.2
(2.0 ) 2,311.2
Total revenues —
—
—
12,175.9
(2.0 ) 12,173.9
Cost of sales and fuel (exclusive of items shown separately below) —
—
—
9,538.0
—
9,538.0
Operating expenses 28.7
—
9.2
1,204.0
(2.0 ) 1,239.9
Impairment of long-lived assets —
—
—
16.0
—
16.0
Gain on sale of assets —
—
—
(0.9 ) —
(0.9 )
Operating income (28.7 ) —
(9.2 ) 1,418.8
—
1,380.9
Equity in net earnings from investments 1,236.6
1,215.7
1,224.9
100.7
(3,618.6 ) 159.3
Impairment of equity investments —
—
—
(4.3 ) —
(4.3 )
Other income (expense), net (1.4 ) 353.1
353.1
(8.0 ) (706.2 ) (9.4 )
Interest expense, net (137.1 ) (353.1 ) (353.1 ) (348.6 ) 706.2
(485.7 )
Income before income taxes 1,069.4
1,215.7
1,215.7
1,158.6
(3,618.6 ) 1,040.8
Income taxes (480.2 ) —
—
32.9
—
(447.3 )
Net income 589.2
1,215.7
1,215.7
1,191.5
(3,618.6 ) 593.5
Less: Net income attributable to noncontrolling interests 201.4
—
—
4.3
—
205.7
Net income attributable to ONEOK 387.8
1,215.7
1,215.7
1,187.2
(3,618.6 ) 387.8
Less: Preferred stock dividends 0.8
—
—
—
—
0.8
Net income available to common shareholders $ 387.0
$ 1,215.7
$ 1,215.7
$ 1,187.2
$ (3,618.6 ) $ 387.0

Year Ending December 31, 2016

Parent
Issuer &
Guarantor

Subsidiary
Issuer &
Guarantor

Guarantor
Subsidiary

Combined
Non-Guarantor
Subsidiaries

Consolidating
Entries
Total

(Millions of dollars)
Revenues
Commodity sales $ —
$ —
$ —
$ 6,858.5
$ —
$ 6,858.5
Services —
—
—
2,064.3
(1.8 ) 2,062.5
Total revenues —
—
—
8,922.8
(1.8 ) 8,921.0
Cost of sales and fuel (exclusive of items shown separately below) —
—
—
6,496.1
—
6,496.1
Operating expenses 28.8
—
—
1,121.8
(1.8 ) 1,148.8
(Gain) loss on sale of assets 0.3
—
—
(9.9 ) —
(9.6 )
Operating income (29.1 ) —
—
1,314.8
—
1,285.7
Equity in net earnings from investments 1,063.9
1,066.8
1,066.8
69.7
(3,127.5 ) 139.7
Other income (expense), net 5.1
373.5
373.5
(2.8 ) (747.0 ) 2.3
Interest expense, net (102.9 ) (373.5 ) (373.5 ) (366.8 ) 747.0
(469.7 )
Income before income taxes 937.0
1,066.8
1,066.8
1,014.9
(3,127.5 ) 958.0
Income taxes (199.0 ) —
—
(13.4 ) —
(212.4 )
Income from continuing operations 738.0
1,066.8
1,066.8
1,001.5
(3,127.5 ) 745.6
Income (loss) from discontinued operations, net of tax —
—
—
(2.1 ) —
(2.1 )
Net income 738.0
1,066.8
1,066.8
999.4
(3,127.5 ) 743.5
Less: Net income attributable to noncontrolling interests 386.0
—
—
5.5
—
391.5
Net income attributable to ONEOK $ 352.0
$ 1,066.8
$ 1,066.8
$ 993.9
$ (3,127.5 ) $ 352.0

Year Ending December 31, 2015

Parent
Issuer &
Guarantor

Subsidiary
Issuer &
Guarantor

Guarantor
Subsidiary

Combined
Non-Guarantor
Subsidiaries

Consolidating
Entries
Total

(Millions of dollars)
Revenues
Commodity sales $ —
$ —
$ —
$ 6,098.3
$ —
$ 6,098.3
Services —
—
—
1,669.8
(4.9 ) 1,664.9
Total revenues —
—
—
7,768.1
(4.9 ) 7,763.2
Cost of sales and fuel (exclusive of items shown separately below) —
—
—
5,641.1
—
5,641.1
Operating expenses 1.2
—
—
1,051.5
(4.9 ) 1,047.8
Impairment of long-lived assets —
—
—
83.7
—
83.7
Gain on sale of assets —
—
—
(5.6 ) —
(5.6 )
Operating income (1.2 ) —
—
997.4
—
996.2
Equity in net earnings from investments

583.8
589.5
589.5
58.4
(1,695.9 ) 125.3
Impairment of equity investments —
—
—
(180.6 ) —
(180.6 )
Other income (expense), net 4.0
371.0
371.0
(6.2 ) (742.0 ) (2.2 )
Interest expense, net (85.1 ) (371.0 ) (371.0 ) (331.7 ) 742.0
(416.8 )
Income before income taxes 501.5
589.5
589.5
537.3
(1,695.9 ) 521.9
Income taxes (130.7 ) —
—
(5.9 ) —
(136.6 )
Income from continuing operations 370.8
589.5
589.5
531.4
(1,695.9 ) 385.3
Income (loss) from discontinued operations, net of tax —
—
—
(6.1 ) —
(6.1 )
Net income 370.8
589.5
589.5
525.3
(1,695.9 ) 379.2
Less: Net income attributable to noncontrolling interests 125.8
—
—
8.4
—
134.2
Net income attributable to ONEOK $ 245.0
$ 589.5
$ 589.5
$ 516.9
$ (1,695.9 ) $ 245.0

~~Condensed Consolidating Statements of Comprehensive Income~~

Year Ended December 31, 2017

Parent
Issuer &
Guarantor

Subsidiary
Issuer &
Guarantor

Guarantor
Subsidiary

Combined
Non-Guarantor
Subsidiaries

Consolidating
Entries
Total

(Millions of dollars)
Net income $ 589.2
$ 1,215.7
$ 1,215.7
$ 1,191.5
$ (3,618.6 ) $ 593.5
Other comprehensive income (loss), net of tax
Unrealized gains (losses) on derivatives, net of tax 19.1
(72.2 ) (40.6 ) (8.8 ) 81.1
(21.4 )
Realized (gains) losses on derivatives in net income, net of tax 2.5
86.5
69.6
44.3
(139.2 ) 63.7
Change in pension and postretirement benefit plan liability, net of tax (4.2 ) —
—
—
—
(4.2 )
Other comprehensive income (loss) on investments in unconsolidated affiliates, net of tax —
(1.1 ) (1.1 ) (1.0 ) 2.2
(1.0 )
Total other comprehensive income (loss), net of tax 17.4
13.2
27.9
34.5
(55.9 ) 37.1
Comprehensive income 606.6
1,228.9
1,243.6
1,226.0
(3,674.5 ) 630.6
Less: Comprehensive income attributable to noncontrolling interests 232.4
—
—
4.3
—
236.7
Comprehensive income attributable to ONEOK $ 374.2
$ 1,228.9
$ 1,243.6
$ 1,221.7
$ (3,674.5 ) $ 393.9

Year Ending December 31, 2016

Parent
Issuer &
Guarantor

Subsidiary
Issuer &
Guarantor

Guarantor
Subsidiary

Combined
Non-Guarantor
Subsidiaries

Consolidating
Entries
Total

(Millions of dollars)
Net income $ 738.0
$ 1,066.8
$ 1,066.8
$ 999.4
$ (3,127.5 ) $ 743.5
Other comprehensive income (loss), net of tax

Unrealized gains (losses) on derivatives, net of tax —
(35.8 ) (78.5 ) (108.8 ) 192.8
(30.3 )
Realized (gains) losses on derivatives in net income, net of tax 2.1
(10.7 ) (26.4 ) (33.4 ) 61.4
(7.0 )
Change in pension and postretirement benefit plan liability, net of tax (16.7 ) —
—
—
—
(16.7 )
Other comprehensive income (loss) on investments in unconsolidated affiliates, net of tax —
(1.8 ) (1.8 ) (3.3 ) 5.4
(1.5 )
Total other comprehensive income (loss), net of tax (14.6 ) (48.3 ) (106.7 ) (145.5 ) 259.6
(55.5 )
Comprehensive income 723.4
1,018.5
960.1
853.9
(2,867.9 ) 688.0
Less: Comprehensive income attributable to noncontrolling interests 357.6
—
—
5.5
—
363.1
Comprehensive income attributable to ONEOK $ 365.8
$ 1,018.5
$ 960.1
$ 848.4
$ (2,867.9 ) $ 324.9

Year Ending December 31, 2015

Parent
Issuer &
Guarantor

Subsidiary
Issuer &
Guarantor

Guarantor
Subsidiary

Combined
Non-Guarantor
Subsidiaries

Consolidating
Entries
Total

(Millions of dollars)
Net income $ 370.8
$ 589.5
$ 589.5
$ 525.3
$ (1,695.9 ) $ 379.2
Other comprehensive income (loss), net of tax

Unrealized gains (losses) on derivatives, net of tax —
47.5
70.1
111.5
(187.7 ) 41.4
Realized (gains) losses on derivatives in net income, net of tax 2.1
(67.0 ) (81.1 ) (137.9 ) 229.2
(54.7 )
Unrealized holding gains (losses) on available-for-sale securities, net of tax —
—
—
(1.0 ) —
(1.0 )
Change in pension and postretirement benefit plan liability, net of tax 15.4
—
—
—
—
15.4
Other comprehensive income (loss) on investments in unconsolidated affiliates, net of tax —
(1.9 ) (1.9 ) (3.5 ) 5.7
(1.6 )
Total other comprehensive income (loss), net of tax 17.5
(21.4 ) (12.9 ) (30.9 ) 47.2
(0.5 )
Comprehensive income 388.3
568.1
576.6
494.4
(1,648.7 ) 378.7
Less: Comprehensive income attributable to noncontrolling interests 116.2
—
—
8.4
—
124.6
Comprehensive income attributable to ONEOK $ 272.1
$ 568.1
$ 576.6
$ 486.0
$ (1,648.7 ) $ 254.1

~~Condensed Consolidating Balance Sheets~~

December 31, 2017

Parent
Issuer &
Guarantor

Subsidiary
Issuer &
Guarantor

Guarantor
Subsidiary

Combined
Non-Guarantor
Subsidiaries

Consolidating
Entries
Total
Assets
(Millions of dollars)
Current assets
Cash and cash equivalents $ 37.2
$ —
$ —
$ —
$ —
$ 37.2
Accounts receivable, net —
—
—
1,203.0
—
1,203.0
Materials and supplies —
—
—
90.3
—
90.3
Natural gas and natural gas liquids in storage —
—
—
342.3
—
342.3
Other current assets 9.8
1.3
—
80.6
—
91.7
Total current assets 47.0
1.3
—
1,716.2
—
1,764.5
Property, plant and equipment

Property, plant and equipment 128.3
—
—
15,431.3
—
15,559.6
Accumulated depreciation and amortization 86.4
—
—
2,775.1
—
2,861.5
Net property, plant and equipment 41.9
—
—
12,656.2
—
12,698.1
Investments and other assets

Investments 5,752.1
3,133.7
8,058.4
803.0
(16,744.0 ) 1,003.2
Intercompany notes receivable 2,926.9
8,627.8
3,703.1
—
(15,257.8 ) —
Other assets 416.9
0.2
—
1,007.4
(44.4 ) 1,380.1
Total investments and other assets 9,095.9
11,761.7
11,761.5
1,810.4
(32,046.2 ) 2,383.3
Total assets $ 9,184.8
$ 11,763.0
$ 11,761.5
$ 16,182.8
$ (32,046.2 ) $ 16,845.9
Liabilities and equity

Current liabilities

Current maturities of long-term debt $ —
$ 425.0
$ —
$ 7.7
$ —
$ 432.7
Short-term borrowings 614.7
—
—
—
—
614.7
Accounts payable 12.0
—
—
1,128.6
—
1,140.6
Other current liabilities 65.9
85.0
—
328.4
—
479.3
Total current liabilities 692.6
510.0
—
1,464.7
—
2,667.3

Intercompany debt —
—
8,627.8
6,630.0
(15,257.8 ) —

Long-term debt, excluding current maturities 2,726.4
5,336.4
—
28.8
—
8,091.6

Deferred credits and other liabilities 237.9
—
—
208.1
(44.4 ) 401.6

Commitments and contingencies

Equity

Equity excluding noncontrolling interests in consolidated subsidiaries 5,527.9
5,916.6
3,133.7
7,693.7
(16,744.0 ) 5,527.9
Noncontrolling interests in consolidated subsidiaries —
—
—
157.5
—
157.5
Total equity 5,527.9
5,916.6
3,133.7
7,851.2
(16,744.0 ) 5,685.4
Total liabilities and equity $ 9,184.8
$ 11,763.0
$ 11,761.5
$ 16,182.8
$ (32,046.2 ) $ 16,845.9

December 31, 2016

Parent
Issuer &
Guarantor

Subsidiary
Issuer &
Guarantor

Guarantor
Subsidiary

Combined
Non-Guarantor
Subsidiaries

Consolidating
Entries
Total
Assets
(Millions of dollars)
Current assets
Cash and cash equivalents $ 248.5
$ —
$ 0.4
$ —
$ —
$ 248.9
Accounts receivable, net —
—
—
872.4
—
872.4
Materials and supplies —
—
—
60.9
—
60.9
Natural gas and natural gas liquids in storage —
—
—
140.0
—
140.0
Other current assets 7.2
—
—
99.7
—
106.9
Assets of discontinued operations —
—
—
0.6
—
0.6
Total current assets 255.7
—
0.4
1,173.6
—
1,429.7
Property, plant and equipment

Property, plant and equipment 139.8
—
—
14,938.7
—
15,078.5
Accumulated depreciation and amortization 90.4
—
—
2,416.7
—
2,507.1
Net property, plant and equipment 49.4
—
—
12,522.0
—
12,571.4
Investments and other assets

Investments 2,931.9
3,222.1
6,805.4
631.1
(12,631.7 ) 958.8
Intercompany notes receivable 205.2
10,615.0
7,031.3
—
(17,851.5 ) —
Goodwill and intangible assets —
—
—
1,005.4
—
1,005.4
Other assets 103.4
47.5
—
12.1
—
163.0
Assets of discontinued operations —
—
—
10.5
—
10.5
Total investments and other assets 3,240.5
13,884.6
13,836.7
1,659.1
(30,483.2 ) 2,137.7
Total assets $ 3,545.6
$ 13,884.6
$ 13,837.1
$ 15,354.7
$ (30,483.2 ) $ 16,138.8
Liabilities and equity

Current liabilities

Current maturities of long-term debt $ 3.0
$ 400.0
$ —
$ 7.7
$ —
$ 410.7
Short-term borrowings —
1,110.3
—
—
—
1,110.3
Accounts payable 13.0
—
—
861.7
—
874.7
Commodity imbalances —
—
—
142.6
—
142.6
Accrued interest 25.4
87.1
—
—
—
112.5
Other current liabilities 19.3
12.8
—
134.1
—
166.2
Liabilities of discontinued operations —
—
—
19.8
—
19.8
Total current liabilities 60.7
1,610.2
—
1,165.9
—
2,836.8

Intercompany debt —
—
10,615.0
7,236.5
(17,851.5 ) —

Long-term debt, excluding current maturities 1,628.7
6,254.7
—
36.6
—
7,920.0

Deferred credits and other liabilities 1,667.5
—
—
285.6
—
1,953.1

Commitments and contingencies

Equity

Equity excluding noncontrolling interests in consolidated subsidiaries 188.7
6,019.7
3,222.1
6,472.0
(15,713.8 ) 188.7
Noncontrolling interests in consolidated subsidiaries —
—
—
158.1
3,082.1
3,240.2
Total equity 188.7
6,019.7
3,222.1
6,630.1
(12,631.7 ) 3,428.9
Total liabilities and equity $ 3,545.6
$ 13,884.6
$ 13,837.1
$ 15,354.7
$ (30,483.2 ) $ 16,138.8

~~Condensed Consolidating Statements of Cash Flows~~

Year Ended December 31, 2017

Parent
Issuer &
Guarantor

Subsidiary
Issuer &
Guarantor

Guarantor
Subsidiary

Combined
Non-Guarantor
Subsidiaries

Consolidating
Entries
Total

(Millions of dollars)
Operating activities
Cash provided by operating activities $ 947.4
$ 1,348.3
$ 59.0
$ 1,353.7
$ (2,393.0 ) $ 1,315.4
Investing activities

Capital expenditures —
—
—
(512.4 ) —
(512.4 )
Contributions to unconsolidated affiliates —
—
(83.0 ) (4.9 ) —
(87.9 )
Other investing activities —
—
14.8
17.9
—
32.7
Cash used in investing activities —
—
(68.2 ) (499.4 ) —
(567.6 )
Financing activities

Dividends paid (829.4 ) (1,332.0 ) (1,332.0 ) —
2,664.0
(829.4 )
Distributions to noncontrolling interests —
—
—
(5.3 ) (271.0 ) (276.3 )
Intercompany borrowings (advances), net (2,500.7 ) 2,001.2
1,340.8
(841.3 ) —
—
Borrowing (repayment) of short-term borrowings, net 614.7
(1,110.3 ) —
—
—
(495.6 )
Issuance of long-term debt, net of discounts 1,190.5
—
—
—
—
1,190.5
Repayment of long-term debt (87.1 ) (900.0 ) —
(7.7 ) —
(994.8 )
Issuance of common stock 471.4
—
—
—
—
471.4
Other (18.1 ) (7.2 ) —
—
—
(25.3 )
Cash provided by (used in) financing activities (1,158.7 ) (1,348.3 ) 8.8
(854.3 ) 2,393.0
(959.5 )
Change in cash and cash equivalents (211.3 ) —
(0.4 ) —
—
(211.7 )
Cash and cash equivalents at beginning of period 248.5
—
0.4
—
—
248.9
Cash and cash equivalents at end of period $ 37.2
$ —
$ —
$ —
$ —
$ 37.2

Year Ending December 31, 2016

Parent
Issuer &
Guarantor

Subsidiary
Issuer &
Guarantor

Guarantor
Subsidiary

Combined
Non-Guarantor
Subsidiaries

Consolidating
Entries
Total

(Millions of dollars)
Operating activities
Cash provided by operating activities $ 717.0
$ 1,334.5
$ 70.0
$ 1,353.9
$ (2,122.1 ) $ 1,353.3
Investing activities

Capital expenditures (0.2 ) —
—
(624.4 ) —
(624.6 )
Other investing activities —
—
34.9
(25.7 ) —
9.2
Cash provided by (used in) investing activities (0.2 ) —
34.9
(650.1 ) —
(615.4 )
Financing activities

Dividends paid (517.6 ) (1,332.0 ) (1,332.0 ) —
2,664.0
(517.6 )
Distributions to noncontrolling interests —
—
—
(7.5 ) (541.9 ) (549.4 )
Intercompany borrowings (advances), net (63.1 ) (470.8 ) 1,222.4
(688.5 ) —
—
Borrowing (repayment) of short-term borrowings, net —
563.9
—
—
—
563.9
Issuance of long-term debt, net of discounts —
1,000.0
—
—
—
1,000.0
Debt financing costs —
(2.8 ) —
—
—
(2.8 )
Repayment of long-term debt (0.3 ) (1,100.0 ) —
(7.7 ) —
(1,108.0 )
Issuance of common stock 22.0
—
—
—
—
22.0
Other (1.7 ) 7.2
—
(0.1 ) —
5.4
Cash used in financing activities (560.7 ) (1,334.5 ) (109.6 ) (703.8 ) 2,122.1
(586.5 )
Change in cash and cash equivalents 156.1
—
(4.7 ) —
—
151.4
Change in cash and cash equivalents included in discontinued operations (0.1 ) —
—
—
—
(0.1 )
Change in cash and cash equivalents included in continuing operations 156.0
—
(4.7 ) —
—
151.3
Cash and cash equivalents at beginning of period 92.5
—
5.1
—
—
97.6
Cash and cash equivalents at end of period $ 248.5
$ —
$ 0.4
$ —
$ —
$ 248.9

Year Ending December 31, 2015

Parent
Issuer &
Guarantor

Subsidiary
Issuer &
Guarantor

Guarantor
Subsidiary

Combined
Non-Guarantor
Subsidiaries

Consolidating
Entries
Total

(Millions of dollars)
Operating activities
Cash provided by operating activities $ 650.3
$ 1,196.7
$ 66.9
$ 1,045.7
$ (1,936.8 ) $ 1,022.8
Investing activities

Capital expenditures (0.1 ) —
—
(1,188.2 ) —
(1,188.3 )
Contributions to investments (671.0 ) —
—
(27.5 ) 671.0
(27.5 )
Other investing activities —
—
24.1
1.0
—
25.1
Cash provided by (used in) investing activities (671.1 ) —
24.1
(1,214.7 ) 671.0
(1,190.7 )
Financing activities

Dividends paid (509.2 ) (1,230.5 ) (1,230.5 ) —
2,461.0
(509.2 )
Distributions to noncontrolling interests —
—
—
(11.7 ) (524.2 ) (535.9 )
Intercompany borrowings (advances), net 4.6
(1,295.1 ) 1,102.1
188.4
—
—
Borrowing (repayment) of short-term borrowings, net —
(509.0 ) —
—
—
(509.0 )
Issuance of long-term debt, net of discounts 492.6
798.9
—
—
—
1,291.5
Debt financing costs (9.8 ) (7.7 ) —
—
—
(17.5 )
Repayment of long-term debt (0.1 ) —
—
(7.7 ) —
(7.8 )
Issuance of common stock 20.7
—
—
—
—
20.7
Issuance of common units, net of issuance costs —
1,025.7
—
—
(650.0 ) 375.7
Contribution from general partner —
21.0
—
—
(21.0 ) —
Other (15.8 ) —
—
—
—
(15.8 )
Cash provided by (used) in financing activities (17.0 ) (1,196.7 ) (128.4 ) 169.0
1,265.8
92.7
Change in cash and cash equivalents (37.8 ) —
(37.4 ) —
—
(75.2 )
Cash and cash equivalents at beginning of period 130.3
—
42.5
—
—
172.8
Cash and cash equivalents at end of period $ 92.5
$ —
$ 5.1
$ —
$ —
$ 97.6

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

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 were effective as of the end of the period covered by this report based on the evaluation of the controls and procedures required by ~~Rule~~Rules 13a-15(b) and 15d-15(b) of the Exchange Act.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our evaluation under that framework, ~~and applicable SEC rules,~~ our management concluded that our internal control over financial reporting was effective as of December 31, ~~2017~~.2020.

The effectiveness of our internal control over financial reporting as of December 31, ~~2017~~,2020, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein (Item 8).

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, ~~2017~~,2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

106

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors of the Registrant

Information concerning our directors is set forth in our ~~2018~~2021 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 ~~2018~~2021 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 ~~2018~~2021 definitive Proxy Statement and is incorporated herein by this reference.

Nominating Committee Procedures

Information concerning the Nominating Committee procedures is set forth in our ~~2018~~2021 definitive Proxy Statement and is incorporated herein by this reference.

Audit Committee

Information concerning the Audit Committee is set forth in our ~~2018~~2021 definitive Proxy Statement and is incorporated herein by this reference.

Audit Committee Financial Experts

Information concerning the Audit Committee Financial Experts is set forth in our ~~2018~~2021 definitive Proxy Statement and is incorporated herein by this reference.

ITEM 11. EXECUTIVE COMPENSATION

Information on executive compensation is set forth in our ~~2018~~2021 definitive Proxy Statement and is incorporated herein by this reference.

107


~~ITEM 12.~~	~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners

Information concerning the ownership of certain beneficial owners is set forth in our ~~2018~~2021 definitive Proxy Statement and is incorporated herein by this reference.

Security Ownership of Management

Information on security ownership of directors and officers is set forth in our ~~2018~~2021 definitive Proxy Statement and is incorporated herein by this reference.

Equity Compensation Plan Information

The following table sets forth certain information concerning our equity compensation plans as of December 31, ~~2017~~:2020:


	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities in Column (a))		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities in Column (a))
Plan Category	(a)	(b) (3)		(c)	Plan Category	(a)	(b) (3)		(c)
Equity compensation plans approved by security holders (1)	2,797,342	$	40.45	3,647,321	Equity compensation plans approved by security holders (1)	2,854,622		—	7,937,940
Equity compensation plans not approved by security holders (2)	297,952	$	53.45	1,007,204	Equity compensation plans not approved by security holders (2)	295,620	$	38.38	—
Total	3,095,294	$	41.70	4,654,525	Total	3,150,242	$	38.38	7,937,940



Oklahoma			73-1520922
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)



~~Common stock, par value of $0.01~~		~~New York Stock Exchange~~
(Title of each ~~class)~~class	(Trading Symbol(s)		Name of each exchange on which ~~registered)~~registered
Common stock, par value of $0.01		OKE		New York Stock Exchange



Part I.		Page No.
Item 1.	Business	5
Item 1A.	Risk Factors	21
Item 1B.	Unresolved Staff Comments	3733
Item 2.	Properties	3733
Item 3.	Legal Proceedings	3733
Item 4.	Mine Safety Disclosures	3733
Part II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3833
Item 6.	Selected Financial Data	4035
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4035
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	6254
Item 8.	Financial Statements and Supplementary Data	6657
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~128~~106
Item 9A.	Controls and Procedures	~~128~~106
Item 9B.	Other Information	~~128~~106
Part III.
Item 10.	Directors, Executive Officers and Corporate Governance	~~128~~107
Item 11.	Executive Compensation	~~129~~107
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~129~~108
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~130~~108
Item 14.	Principal Accounting Fees and Services	~~130~~108
Part IV.
Item 15.	Exhibits, Financial Statement Schedules	~~131~~109
Item 16.	Form 10-K Summary	~~140~~117
Signatures		~~141~~118



$1.5 Billion Term Loan Agreement		The senior unsecured delayed-draw three-year $1.5 billion term loan agreement dated November 19, 2018
$2.5 Billion Credit Agreement		ONEOK’s $2.5 billion revolving credit agreement, ~~effective June 30, 2017~~as amended
AFUDC		Allowance for funds used during construction
Annual Report		Annual Report on Form 10-K for the year ended December 31, ~~2017~~2020
ASU		Accounting Standards Update
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
~~CFTC~~
CARES Act		Coronavirus Aid, Relief, and Economic Security Act
CFTC		U.S. Commodity Futures Trading Commission
Clean Air Act		Federal Clean Air Act, as amended
Clean Water Act		Federal Water Pollution Control Act Amendments of 1972, as amended
~~DOT~~COVID-19		Coronavirus disease 2019
DJ		Denver-Julesburg
DOT		United States Department of Transportation
EBITDA		Earnings before interest expense, income taxes, depreciation and amortization
EPA		United States Environmental Protection Agency
EPS		Earnings per share of common stock
Exchange Act		Securities Exchange Act of 1934, as amended
FERC		Federal Energy Regulatory Commission
~~Foundation~~Fitch		~~ONEOK Foundation,~~Fitch Ratings, Inc.
GAAP		Accounting principles generally accepted in the United States of America
GHG		Greenhouse gas
ICE		Intercontinental Exchange
Intermediate Partnership		ONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of ONEOK Partners, L.P.
~~IRS~~KCC		~~Internal Revenue Service~~
~~KCC~~	Kansas Corporation Commission
LIBOR		London Interbank Offered Rate
~~MBbl~~MBbl/d		~~Thousand barrels~~
~~MBbl/d~~	Thousand barrels per day
MDth/d		Thousand dekatherms per day
~~Merger Transaction~~MMBbl		~~The transaction, effective June 30, 2017, in which ONEOK acquired all of ONEOK Partners’ outstanding common units not already directly or indirectly owned by ONEOK~~Million barrels
~~MMBbl~~MMBbl/d		Million barrels per day
MMBtu		Million British thermal units
MMcf/d		Million cubic feet per day
Moody’s		Moody’s Investors Service, Inc.
Natural Gas Act		Natural Gas Act of 1938, as amended
Natural Gas Policy Act		Natural Gas Policy Act of 1978, as amended
NGL(s)		Natural gas liquid(s)
NGL products		Marketable natural gas liquid purity products, such as ethane, ethane/propane mix, propane, iso-butane, normal butane and natural gasoline
~~NYMEX~~Northern Border Pipeline		Northern Border Pipeline Company, a 50% owned joint venture
NYMEX		New York Mercantile Exchange
NYSE		New York Stock Exchange
OCC		Oklahoma Corporation Commission
~~ONE Gas~~ONEOK		~~ONE Gas,~~ONEOK, Inc.
~~ONEOK~~		~~ONEOK, Inc.~~
~~ONEOK Credit Agreement~~	~~ONEOK’s $300 million amended and restated revolving credit agreement, which terminated June 30, 2017~~
ONEOK Partners	ONEOK Partners, L.P.
~~ONEOK Partners Credit Agreement~~	~~ONEOK Partners’ $2.4 billion amended and restated revolving credit agreement, which terminated June 30, 2017~~
~~ONEOK Partners GP~~	~~ONEOK Partners GP, L.L.C.~~, a wholly owned subsidiary of ONEOK, ~~and the sole general partner of~~ Inc.
ONEOK Partners Term Loan Agreement		The senior unsecured three-year $1.0 billion term loan agreement dated January 8, 2016, as amended



~~OPIS~~ONEOK West Texas NGL		ONEOK West Texas NGL pipeline and Mesquite pipeline (formerly known as West Texas LPG pipeline and Mesquite pipeline)
OPIS		Oil Price Information Service
~~OSHA~~Overland Pass Pipeline		~~Occupational Safety and Health Administration~~Overland Pass Pipeline Company, LLC, a 50% owned joint venture
PHMSA		United States Department of Transportation Pipeline and Hazardous Materials Safety Administration
POP		Percent of Proceeds
Quarterly Report(s)		Quarterly Report(s) on Form 10-Q
Roadrunner		Roadrunner Gas Transmission, LLC, a ~~50 percent-owned~~50% owned joint venture
RRC		Railroad Commission of Texas
S&P		S&P Global Ratings
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 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
Tax Cuts and Jobs Act		H.R. 1, the tax reform bill, signed into law on December 22, 2017
~~Term Loan Agreement~~		~~ONEOK Partners’ senior unsecured three-year $1.0 billion term loan agreement dated January 8, 2016, as amended~~
Topic 606	Accounting Standards Update 2014-09, “Revenue from Contracts with Customers”
~~West Texas LPG~~WTI		~~West Texas LPG Pipeline Limited Partnership and Mesquite Pipeline~~
~~WTI~~	West Texas Intermediate
~~WTLPG~~XBRL		~~West Texas LPG Pipeline Limited Partnership, an 80 percent-owned joint venture~~
~~XBRL~~	eXtensible Business Reporting Language


–	~~the composition of the natural gas and NGLs produced;~~


–	~~was engaged or about to engage in a business or transaction for which its remaining assets constituted unreasonably small capital; or~~


~~ITEM 5.~~	~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~



	Year Ended December 31, 2017				Year Ended December 31, 2016
	High		Low		High		Low
First Quarter	$	58.83	$	52.20	$	30.82	$	19.62
Second Quarter	$	56.33	$	47.41	$	47.45	$	28.37
Third Quarter	$	56.88	$	50.36	$	51.39	$	42.99
Fourth Quarter	$	56.70	$	50.02	$	59.03	$	46.44


	Cumulative Total Return											Cumulative Total Return
	Years Ended December 31,											Years Ended December 31,
	2013		2014		2015		2016		2017			2016		2017		2018		2019		2020

ONEOK, Inc.	$	149.68	$	141.70	$	74.52	$	185.49	$	181.67	ONEOK, Inc.	$	249.37	$	244.18	$	259.53	$	383.51	$	217.21
S&P 500 Index	$	132.36	$	150.43	$	152.51	$	170.70	$	207.92	S&P 500 Index	$	111.96	$	136.40	$	130.42	$	171.49	$	203.04
ONEOK Peer Group (a)	$	140.73	$	167.47	$	104.89	$	132.17	$	116.57	ONEOK Peer Group (a)	$	148.02	$	138.01	$	117.37	$	127.36	$	90.69
Alerian Energy Infrastructure Index (b)	$	130.12	$	148.17	$	93.19	$	133.34	$	133.99
Alerian MLP Index	$	127.60	$	133.68	$	90.21	$	106.55	$	99.72
Alerian Midstream Energy Select Index (b)											Alerian Midstream Energy Select Index (b)	$	143.55	$	144.65	$	119.08	$	145.69	$	111.56


~~ITEM 7.~~	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~


Project (b)			Scope	Approximate Costs (a)	Completion
Natural Gas Gathering and Processing				(In millions)
Demicks Lake I plant and related infrastructure			200 MMcf/d processing plant and related gathering infrastructure in the core of the Williston Basin	$400	Completed October 2019
			Supported by acreage dedications with long-term primarily fee-based contracts
Demicks Lake II plant and related infrastructure			200 MMcf/d processing plant and related gathering infrastructure in the core of the Williston Basin	$410	Completed January 2020
			Supported by acreage dedications with long-term primarily fee-based contracts
Bear Creek plant expansion and related infrastructure			200 MMcf/d processing plant expansion and related gathering infrastructure in the Williston Basin	$405	Paused (c)
			Supported by acreage dedications with long-term primarily fee-based contracts




~~Project~~Natural Gas Liquids			~~Scope~~	~~Approximate Costs (a)~~	~~Completion Date~~
		(~~in millions~~)
~~Additional STACK processing capacity~~	~~200 MMcf/d processing capacity through long-term processing services agreement~~	~~$40~~	~~December 2017~~
	~~30-mile natural gas gathering pipeline~~
~~WTLPG pipeline expansion~~	~~120-mile pipeline lateral extension with capacity of 110 MBbl/d in the Permian Basin~~	~~$160 (b)~~	~~Third Quarter 2018~~
	~~Supported by long-term dedicated NGL production from two planned third-party natural gas processing plants~~
~~Sterling III pipeline expansion and Arbuckle connection~~	~~60 MBbl/d NGL pipeline expansion~~	~~$130~~	~~Fourth Quarter 2018~~
	~~Increases capacity to 250 MBbl/d~~
	~~Includes additional NGL gathering system expansions~~
	~~Supported by long-term third-party contract~~
~~Canadian Valley expansion~~	~~200 MMcf/d processing plant expansion in the STACK area and related gathering infrastructure~~	~~$160~~	~~Fourth Quarter 2018~~
	~~Increases capacity to 400 MMcf/d~~
	~~20 MBbl/d additional NGL volume~~
	~~Supported by acreage dedications, long-term primarily fee-based contracts and minimum volume commitments~~
Elk Creek pipeline and related infrastructure			900-mile NGL pipeline from the Williston Basin to the Mid-Continent region, with ~~initial~~ capacity of up to 240 MBbl/d, and related infrastructure	$1,400	~~Fourth Quarter~~Completed December 2019
			Anchored by by long-term contracts ~~supported primarily by minimum volume commitments~~
			Expansion capability up to 400 MBbl/d with additional pump facilities
Arbuckle II pipeline and related infrastructure			530-mile NGL pipeline from the STACK area to Mont Belvieu, Texas, ~~with initial capacity up to 400 MBbl/d,~~ and related infrastructure	$1,360	~~First Quarter~~Completed March 2020
			Supported by long-term contracts
			Expansion capability up to ~~1,000 MBbl/~~1 MMBbl/d
MB-4 fractionator and related infrastructure			125 MBbl/d NGL fractionator in Mont Belvieu, Texas, and related infrastructure, which includes additional NGL storage in Mont Belvieu	$575	~~First Quarter~~Completed March 2020 (d)
			Fully contracted with long-term contracts
~~Demicks Lake~~ONEOK West Texas NGL pipeline expansion and Arbuckle II connection			Increasing mainline capacity by 80 MBbl/d with additional pump facilities and pipeline looping	$295	Completed June 2020 (e)
			Connecting ONEOK West Texas NGL pipeline system to the Arbuckle II pipeline
			Supported by long-term dedicated production from six third-party processing plants expected to produce up to 60 MBbl/d
Bakken NGL pipeline extension			75-mile NGL pipeline in the Williston Basin connecting to a third-party processing plant	$100	Completed August 2020
			Supported by a long-term contract with a minimum volume commitment
Arbuckle II extension project and additional gathering infrastructure			Provide additional takeaway capacity in the STACK area	$240	Completed
			Allow increasing volumes on the Elk Creek pipeline access to fractionation capacity at Mont Belvieu, Texas		August 2020
Arbuckle II pipeline expansion			Increasing mainline capacity with additional pump facilities	$60	Paused (c)
			Increases capacity to 500 MBbl/d
MB-5 fractionator and related infrastructure			~~200 MMcf/~~125 MBbl/d ~~processing plant~~NGL fractionator in Mont Belvieu, Texas, and related infrastructure, which includes additional NGL storage in ~~the core of the Williston Basin~~Mont Belvieu	$~~400~~750	~~Fourth Quarter 2019~~Paused (c)
			Fully contracted with long-term contracts
ONEOK West Texas NGL pipeline expansion			Increasing mainline capacity by 40 MBbl/d	$145	Paused (c)
			Supported by ~~acreage dedications with~~ long-term ~~primarily fee-based contracts~~dedicated production from third-party processing plants expected to produce up to 45 MBbl/d
~~Total~~Mid-Continent fractionation facility expansions			65 MBbl/d of expansions at our Mid-Continent NGL facilities	$~~4,225~~150	Paused (c)



										Variances					Variances
	Years Ended December 31,									2017 vs. 2016					2016 vs. 2015
Financial Results	2017			2016			2015			Increase (Decrease)					Increase (Decrease)
	(Millions of dollars)
Revenues
Commodity sales	$	9,862.7		$	6,858.5		$	6,098.3		$	3,004.2		44	%	$	760.2		12	%
Services	2,311.2			2,062.4			1,665.0			248.8			12	%	397.4			24	%
Total revenues	12,173.9			8,920.9			7,763.3			3,253.0			36	%	1,157.6			15	%
Cost of sales and fuel (exclusive of items shown separately below)	9,538.0			6,496.1			5,641.1			3,041.9			47	%	855.0			15	%
Operating costs	833.6			757.1			693.3			76.5			10	%	63.8			9	%
Depreciation and amortization	406.3			391.6			354.6			14.7			4	%	37.0			10	%
Impairment of long-lived assets	16.0			—			83.7			16.0			*		(83.7		)	(100	)%
Gain on sale of assets	(0.9		)	(9.6		)	(5.6		)	(8.7		)	(91	)%	4.0			71	%
Operating income	$	1,380.9		$	1,285.7		$	996.2		$	95.2		7	%	$	289.5		29	%
Equity in net earnings from investments	$	159.3		$	139.7		$	125.3		$	19.6		14	%	$	14.4		11	%
Impairment of equity investments	$	(4.3	)	$	—		$	(180.6	)	$	4.3		*		$	(180.6	)	(100	)%
Interest expense, net of capitalized interest	$	(485.7	)	$	(469.7	)	$	(416.8	)	$	16.0		3	%	$	52.9		13	%
Net income	$	593.5		$	743.5		$	379.2		$	(150.0	)	(20	)%	$	364.3		96	%
Net income attributable to noncontrolling interests	$	205.7		$	391.5		$	134.2		$	(185.8	)	(47	)%	$	257.3		*
Net income attributable to ONEOK	$	387.8		$	352.0		$	245.0		$	35.8		10	%	$	107.0		44	%
Adjusted EBITDA	$	1,986.9		$	1,849.9		$	1,579.5		$	137.0		7	%	$	270.4		17	%
Capital expenditures	$	512.4		$	624.6		$	1,188.3		$	(112.2	)	(18	)%	$	(563.7	)	(47	)%



~~Completed Projects~~	~~Location~~	~~Capacity~~	~~Approximate~~ ~~Costs (a)~~	~~Completion Date~~
			(~~In millions~~)
~~Lonesome Creek processing plant and infrastructure~~	~~Williston Basin~~	~~200 MMcf/d~~	~~$600~~	~~November 2015~~
~~Sage Creek infrastructure~~	~~Powder River Basin~~	~~Various~~	~~$35~~	~~December 2015~~
~~Natural gas compression~~	~~Williston Basin~~	~~100 MMcf/d~~	~~$75~~	~~December 2015~~
~~Bear Creek processing plant and infrastructure~~	~~Williston Basin~~	~~80 MMcf/d~~	~~$240~~	~~August 2016~~
~~Stateline de-ethanizers~~	~~Williston Basin~~	~~26 MBbl/d~~	~~$85~~	~~September 2016~~
~~Natural gas gathering pipeline and infrastructure~~	~~STACK~~	~~200 MMcf/d~~	~~$40~~	~~December 2017~~



	Years Ended December 31,
Operating Information (a)	2017		2016		2015
Natural gas gathered (BBtu/d)	2,211		2,034		1,932
Natural gas processed (BBtu/d) (b)	2,056		1,882		1,687
NGL sales (MBbl/d)	187		156		129
Residue natural gas sales (BBtu/d)	896		865		853
Realized composite NGL net sales price ($/gallon) (c) (d)	$	0.22	$	0.23	$	0.34
Realized condensate net sales price ($/Bbl) (c) (e)	$	35.22	$	38.31	$	37.81
Realized residue natural gas net sales price ($/MMBtu) (c) (e)	$	2.48	$	2.80	$	3.64
Average fee rate ($MMBtu)	$	0.86	$	0.76	$	0.44



~~Project in Progress~~	~~Location~~	~~Capacity~~	~~Approximate~~ ~~Costs (a)~~	~~Completion Date~~
			(~~In millions~~)
~~WTLPG pipeline expansion (b)~~	~~Permian Basin~~	~~110 MBbl/d~~	~~$200~~	~~Third Quarter 2018~~
~~Sterling III pipeline expansion and Arbuckle~~ ~~connection~~	~~STACK and SCOOP~~	~~60 MBbl/d~~	~~$130~~	~~Fourth Quarter 2018~~
~~Elk Creek pipeline and related infrastructure~~	~~Rocky Mountain Region~~	~~240 MBbl/d~~	~~$1,400~~	~~Fourth Quarter 2019~~
~~Arbuckle II pipeline and related infrastructure~~	~~STACK and SCOOP~~	~~400 MBbl/d~~	~~$1,360~~	~~First Quarter 2020~~
~~MB-4 fractionator and related infrastructure~~	~~Gulf Coast~~	~~125 MBbl/d~~	~~$575~~	~~First Quarter 2020~~
~~Total~~			~~$3,665~~



	Years Ended December 31,
Operating Information	2017		2016		2015
NGLs transported - gathering lines (MBbl/d) (a)	812		770		769
NGLs fractionated (MBbl/d) (b)	621		586		552
NGLs transported - distribution lines (MBbl/d) (a)	567		508		428
Average Conway-to-Mont Belvieu OPIS price differential - ethane in ethane/propane mix ($/gallon)	$	0.05	$	0.03	$	0.02


	Years Ended December 31,						2020 vs. 2019	2019 vs. 2018
Financial Results	2020		2019		2018		$ Increase (Decrease)
	(Millions of dollars, except per share amounts)
Revenues
Commodity sales	$	7,255.2	$	8,916.1	$	11,395.6	(1,660.9)	(2,479.5)
Services	1,287.0		1,248.3		1,197.6		38.7	50.7
Total revenues	8,542.2		10,164.4		12,593.2		(1,622.2)	(2,428.8)
Cost of sales and fuel (exclusive of items shown separately below)	5,110.1		6,788.0		9,422.7		(1,677.9)	(2,634.7)
Operating costs	886.1		982.9		907.0		(96.8)	75.9
Depreciation and amortization	578.7		476.5		428.6		102.2	47.9
Impairment charges	607.2		—		—		607.2	—
(Gain) loss on sale of assets	(1.3)		2.6		(0.6)		3.9	(3.2)
Operating income	$	1,361.4	$	1,914.4	$	1,835.5	(553.0)	78.9
Equity in net earnings from investments	$	143.2	$	154.5	$	158.4	(11.3)	(3.9)
Impairment of equity investments	$	(37.7)	$	—	$	—	37.7	—
Interest expense, net of capitalized interest	$	(712.9)	$	(491.8)	$	(469.6)	221.1	22.2
Net income	$	612.8	$	1,278.6	$	1,155.0	(665.8)	123.6
Diluted EPS	$	1.42	$	3.07	$	2.78	(1.65)	0.29
Adjusted EBITDA	$	2,723.7	$	2,580.2	$	2,447.5	143.5	132.7
Distributable cash flow	$	1,881.6	$	2,016.1	$	1,822.4	(134.5)	193.7
Capital expenditures	$	2,195.4	$	3,848.3	$	2,141.5	(1,652.9)	1,706.8



~~2018 Projected Capital Expenditures~~
		(~~Millions of dollars~~)
~~Growth~~		~~$1,950-$2,300~~
~~Maintenance~~		~~$140-$180~~
~~Total projected capital expenditures~~		~~$2,090-$2,480~~



Rating Agency	Long-Term Rating	Short-Term Rating	Outlook
Moody’s	Baa3	Prime-3	Stable
S&P	BBB	A-2	Stable
Fitch (a)	BBB	F2	Stable
(a) - Fitch assigned first-time ratings to ONEOK in November 2020.



	December 31, 2017		December 31, 2016
	(Thousands of dollars)
Natural Gas Gathering and Processing	$	153,404	$	122,291
Natural Gas Liquids	371,217		268,544
Natural Gas Pipelines	156,479		134,700
Total goodwill	$	681,100	$	525,535


	Payments Due by Period
Contractual Obligations	Total		2021		2022		2023		2024		2025		Thereafter
	(Millions of dollars)
Senior notes	$	14,347.9	$	0	$	1,437.7	$	925.0	$	500.0	$	887.0	$	10,598.2

Guardian Pipeline senior notes	13.7		7.7		6.0		0		0		0		—
Interest payments on debt	9,710.4		704.2		675.0		631.4		586.8		555.7		6,557.3
Operating leases	116.1		16.5		15.1		13.8		12.5		11.1		47.1
Finance lease	35.1		4.5		4.5		4.5		4.5		4.5		12.6
Firm transportation and storage contracts	516.7		70.9		60.9		55.8		53.4		47.9		227.8
Financial and physical derivatives	393.4		377.9		15.5		—		—		—		—
Employee benefit plans	57.0		11.2		11.8		12.9		10.3		10.8		—
Purchase commitments and other	369.6		83.8		83.4		81.6		41.1		40.7		39.0
Total	$	25,559.9	$	1,276.7	$	2,309.9	$	1,725.0	$	1,208.6	$	1,557.7	$	17,482.0


–	~~future demand for and prices of natural gas, NGLs and crude oil;~~


–	~~availability of supplies of Canadian and United States natural gas and crude oil; and~~


Commodity Contracts	December 31, 2020		December 31, 2019
	(Millions of dollars)
Crude oil and NGLs	$	20.0	$	26.1
Natural gas	10.6		12.7
Total change in estimated fair value of commodity contracts	$	30.6	$	38.8


	Year Ending December 31, 2021
	Volumes Hedged	Average Price			Percentage Hedged
NGLs - excluding ethane (MBbl/d) - Conway/Mont Belvieu	10.4	$	0.51	/ gallon	60%
Condensate (MBbl/d) - WTI-NYMEX	2.9	$	42.87	/ Bbl	74%
Natural gas (BBtu/d) - NYMEX and basis	118.6	$	2.64	/ MMBtu	75%



	Year Ending December 31, 2018
	Volumes Hedged	Average Price			Percentage Hedged
NGLs - excluding ethane (MBbl/d) - Conway/Mont Belvieu	8.1	$	0.66	/ gallon	79%
Condensate (MBbl/d) - WTI-NYMEX	2.4	$	52.65	/ Bbl	77%
Natural gas (BBtu/d) - NYMEX and basis	67.2	$	2.79	/ MMBtu	83%



	Year Ending December 31, 2019
	Volumes Hedged	Average Price			Percentage Hedged
NGLs - excluding ethane (MBbl/d) - Conway/Mont Belvieu	7.2	$	0.71	/ gallon	71%
Condensate (MBbl/d) - WTI-NYMEX	2.2	$	56.90	/ Bbl	65%



ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Years Ended December 31,
	2017			2016			2015
	(Thousands of dollars)
Net income	$	593,519		$	743,499		$	379,195
Other comprehensive income (loss), net of tax
Unrealized gains (losses) on derivatives, net of tax of $19,006, $5,452 and $(6,138), respectively	(21,408		)	(30,300		)	41,362
Realized (gains) losses on derivatives recognized in net income, net of tax of $(26,899), $230 and $8,815, respectively	63,687			(6,977		)	(54,709		)
Unrealized holding gains (losses) on available-for-sale securities, net of tax of $0, $0 and $648, respectively	—			—			(955		)
Change in pension and postretirement benefit plan liability, net of tax of $(878), $11,128 and $(10,278), respectively	(4,175		)	(16,693		)	15,416
Other comprehensive income (loss) on investments in unconsolidated affiliates, net of tax of $145, $270 and $293, respectively	(970		)	(1,505		)	(1,632		)
Total other comprehensive income (loss), net of tax	37,134			(55,475		)	(518		)
Comprehensive income	630,653			688,024			378,677
Less: Comprehensive income attributable to noncontrolling interests	236,704			363,093			124,589
Comprehensive income attributable to ONEOK	$	393,949		$	324,931		$	254,088



ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
	December 31,		December 31,
	2017		2016
Assets	(Thousands of dollars)
Current assets
Cash and cash equivalents	$	37,193	$	248,875
Accounts receivable, net	1,202,951		872,430
Materials and supplies	90,301		60,912
Natural gas and natural gas liquids in storage	342,293		140,034
Commodity imbalances	38,712		60,896
Other current assets	53,008		45,986
Assets of discontinued operations	—		551
Total current assets	1,764,458		1,429,684
Property, plant and equipment
Property, plant and equipment	15,559,667		15,078,497
Accumulated depreciation and amortization	2,861,541		2,507,094
Net property, plant and equipment (Note E)	12,698,126		12,571,403
Investments and other assets
Investments in unconsolidated affiliates (Note N)	1,003,156		958,807
Goodwill and intangible assets (Note F)	993,460		1,005,359
Deferred income taxes (Note M)	205,907		—
Other assets	180,830		162,998
Assets of discontinued operations	—		10,500
Total investments and other assets	2,383,353		2,137,664
Total assets	$	16,845,937	$	16,138,751



ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Years Ended December 31,
	2017			2016			2015
	(Thousands of dollars)
Operating activities
Net income	$	593,519		$	743,499		$	379,195
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	406,335			391,585			354,620
Impairment charges	20,240			—			264,256
Noncash contribution of preferred stock, net of tax	12,600			—			—
Equity in net earnings from investments	(159,278		)	(139,690		)	(125,300		)
Distributions received from unconsolidated affiliates	167,372			144,673			122,003
Deferred income taxes	437,917			211,638			137,737
Share-based compensation expense	26,262			40,563			16,435
Pension and postretirement benefit expense, net of contributions	4,079			11,643			14,814
Allowance for equity funds used during construction	(107		)	(209		)	(2,179		)
Gain on sale of assets	(924		)	(9,635		)	(5,629		)
Changes in assets and liabilities:
Accounts receivable	(330,521		)	(285,806		)	157,051
Natural gas and natural gas liquids in storage	(202,259		)	(11,950		)	6,050
Accounts payable	261,305			287,632			(205,143		)
Commodity imbalances, net	43,699			45,971			(4,083		)
Settlement of exit activities liabilities	(9,707		)	(19,906		)	(38,536		)
Accrued interest	22,795			(16,529		)	24,166
Risk-management assets and liabilities	37,617			(78,136		)	(32,370		)
Other assets and liabilities, net	(15,532		)	37,998			(40,259		)
Cash provided by operating activities	1,315,412			1,353,341			1,022,828
Investing activities
Capital expenditures (less allowance for equity funds used during construction)	(512,393		)	(624,634		)	(1,188,312		)
Contributions to unconsolidated affiliates	(87,861		)	(68,275		)	(27,540		)
Distributions received from unconsolidated affiliates in excess of cumulative earnings	28,742			52,044			33,915
Proceeds from sale of assets	3,879			25,420			3,825
Other	—			—			(12,607		)
Cash used in investing activities	(567,633		)	(615,445		)	(1,190,719		)
Financing activities
Dividends paid	(829,414		)	(517,601		)	(509,197		)
Distributions to noncontrolling interests	(276,260		)	(549,419		)	(535,825		)
Borrowing (repayment) of short-term borrowings, net	(495,604		)	563,937			(508,956		)
Issuance of long-term debt, net of discounts	1,190,496			1,000,000			1,291,506
Debt financing costs	(11,425		)	(2,770		)	(17,515		)
Repayment of long-term debt	(994,776		)	(1,108,040		)	(7,753		)
Issuance of common stock	471,358			21,971			20,669
Issuance of common units, net of issuance costs	—			—			375,660
Other	(13,836		)	5,403			(15,848		)
Cash provided by (used in) financing activities	(959,461		)	(586,519		)	92,741
Change in cash and cash equivalents	(211,682		)	151,377			(75,150		)
Change in cash and cash equivalents included in discontinued operations	—			(121		)	(43		)
Change in cash and cash equivalents from continuing operations	(211,682		)	151,256			(75,193		)
Cash and cash equivalents at beginning of period	248,875			97,619			172,812
Cash and cash equivalents at end of period	$	37,193		$	248,875		$	97,619
Supplemental cash flow information:
Cash paid for interest, net of amounts capitalized	$	432,210		$	461,208		$	367,835
Cash paid for income taxes	$	6,633		$	361		$	3,324


ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

	ONEOK Shareholders’ Equity
	Common Stock Issued	Preferred Stock Issued	Common Stock		Preferred Stock		Paid-in Capital
	(Shares)		(Thousands of dollars)
January 1, 2018	423,166,234	20,000	$	4,232	$	0	$	6,588,878
Cumulative effect adjustment for adoption of ASUs (a)	—	—	0		0		0
Net income	—	—	0		0		0
Other comprehensive income	—	—	0		0		0

Preferred stock dividends - $55.00 per share (Note G)	—	—	0		0		0
Common stock issued	21,850,000	—	218		0		1,183,321
Common stock dividends - $3.245 per share (Note G)	—	—	0		0		(144,805)
Distributions to noncontrolling interests	—	—	0		0		0
Contributions from noncontrolling interests	—	—	0		0		0
Acquisition of noncontrolling interests (Note G)	0	—	0		0		(21,220)
Other, net	—	—	0		0		8,964
December 31, 2018	445,016,234	20,000	4,450		0		7,615,138
Cumulative effect adjustment for adoption of ASU 2016-02, “Leases (Topic 842)”	—	—	0		0		0
Net income	—	—	0		0		0
Other comprehensive loss (Note H)	—	—	0		0		0
Preferred stock dividends - $55.00 per share (Note G)	—	—	0		0		0
Common stock issued	0	—	0		0		(7,667)
Common stock dividends - $3.53 per share (Note G)	—	—	0		0		(180,421)



Other, net	—	—	0		0		(23,155)
December 31, 2019	445,016,234	20,000	4,450		0		7,403,895

Net income	—	—	0		0		0
Other comprehensive loss (Note H)	—	—	0		0		0
Preferred stock dividends - $55.00 per share (Note G)	—	—	0		0		(550)
Common stock issued	29,900,000	—	299		0		934,473
Common stock dividends - $3.74 per share (Note G)	—	—	0		0		(992,741)
Other, net	—	—	0		0		8,319
December 31, 2020	474,916,234	20,000	$	4,749	$	0	$	7,353,396


ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Continued)
	ONEOK Shareholders’ Equity
	Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Noncontrolling Interests in Consolidated Subsidiaries		Total Equity
	(Thousands of dollars)
January 1, 2018	$	(188,530)	$	0	$	(876,713)	$	157,485	$	5,685,352
Cumulative effect adjustment for adoption of ASUs (a)	(38,101)		39,803		0		17		1,719
Net income	0		1,151,703		0		3,329		1,155,032
Other comprehensive income	38,392		0		0		0		38,392

Preferred stock dividends - $55.00 per share (Note G)	0		(1,100)		0		0		(1,100)
Common stock issued	0		0		24,907		0		1,208,446
Common stock dividends - $3.245 per share (Note G)	0		(1,190,406)		0		0		(1,335,211)
Distributions to noncontrolling interests	0		0		0		(3,500)		(3,500)
Contributions from noncontrolling interests	0		0		0		16,449		16,449
Acquisition of noncontrolling interests (Note G)	0		0		0		(173,780)		(195,000)
Other, net	0		0		0		0		8,964
December 31, 2018	(188,239)		0		(851,806)		0		6,579,543
Cumulative effect adjustment for adoption of ASU 2016-02, “Leases (Topic 842)”	0		(67)		0		0		(67)
Net income	0		1,278,577		0		0		1,278,577
Other comprehensive loss (Note H)	(185,761)		0		0		0		(185,761)
Preferred stock dividends - $55.00 per share (Note G)	0		(1,100)		0		0		(1,100)
Common stock issued	0		0		43,412		0		35,745
Common stock dividends - $3.53 per share (Note G)	0		(1,277,410)		0		0		(1,457,831)



Other, net	0		0		0		0		(23,155)
December 31, 2019	(374,000)		0		(808,394)		0		6,225,951

Net income	0		612,809		0		0		612,809
Other comprehensive loss (Note H)	(177,449)		0		0		0		(177,449)
Preferred stock dividends - $55.00 per share (Note G)	0		(550)		0		0		(1,100)
Common stock issued	0		0		44,096		0		978,868
Common stock dividends - $3.74 per share (Note G)	0		(612,259)		0		0		(1,605,000)
Other, net	0		0		0		0		8,319
December 31, 2020	$	(551,449)	$	0	$	(764,298)	$	0	$	6,042,398



Common stock	$	1.7
Paid-in capital	$	5,228.6
Accumulated other comprehensive loss	$	(40.3	)
Noncontrolling interests in consolidated subsidiaries	$	(3,043.5	)
Deferred income taxes	$	(2,146.5	)


	December 31, 2017																		December 31, 2020
	Level 1			Level 2		Level 3			Total - Gross			Netting (a)			Total - Net (b)				Level 1		Level 2		Level 3		Total - Gross		Netting (a)		Total - Net
	(Thousands of dollars)																		(Thousands of dollars)
Derivative assets																		Derivative assets
Commodity contracts																		Commodity contracts
Financial contracts	$	4,252		$	—	$	20,203		$	24,455		$	(24,455	)	$	—		Financial contracts	$	6,697	$	0	$	103,801	$	110,498	$	(110,498)	$	0
Interest-rate contracts	—			49,960		—			49,960			—			49,960

Total derivative assets	$	4,252		$	49,960	$	20,203		$	74,415		$	(24,455	)	$	49,960		Total derivative assets	$	6,697	$	0	$	103,801	$	110,498	$	(110,498)	$	0

Derivative liabilities																		Derivative liabilities
Commodity contracts																		Commodity contracts
Financial contracts	$	(5,708	)	$	—	$	(48,260	)	$	(53,968	)	$	53,936		$	(32	)	Financial contracts	$	(10,489)	$	0	$	(135,122)	$	(145,611)	$	145,611	$	0
Physical contracts	—			—		(4,781		)	(4,781		)	—			(4,781		)

Interest-rate contracts																		Interest-rate contracts	0		(203,407)		0		(203,407)		0		(203,407)
Total derivative liabilities	$	(5,708	)	$	—	$	(53,041	)	$	(58,749	)	$	53,936		$	(4,813	)	Total derivative liabilities	$	(10,489)	$	(203,407)	$	(135,122)	$	(349,018)	$	145,611	$	(203,407)