EnLink Controlling Interest Acquisition - On Oct. 15, 2024, we completed the EnLink Controlling Interest Acquisition, acquiring GIP’s interest in EnLink consisting of approximately 43% of the outstanding EnLink Units for $14.90 in cash per unit and 100% of the outstanding limited liability company interests in the managing member of EnLink for $300 million, for total cash consideration of $3.3 billion. Through our 100% ownership of the managing member of EnLink, we obtained control of EnLink. We used a portion of the proceeds from our September 2024 underwritten public offering of $7.0 billion senior unsecured notes to fund this acquisition. For additional information on our long-term debt, see Note H.

EnLink’s operations are principally composed of providing midstream services relating to natural gas, NGLs and crude oil. The assets of EnLink include approximately 14,000 miles of pipeline and rights of way, natural gas processing plants with approximately 3.9 Bcf/d of processing capacity, NGL fractionators with approximately 235 MBbl/d of operating capacity, barge and rail terminals, product storage facilities, including natural gas storage, purchasing and marketing capabilities and equity investments in certain joint ventures. EnLink’s operations are now reported across all four of our existing operating segments, allocated by the nature of the commodities and services provided.

We accounted for this acquisition using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Any excess of consideration to be transferred over the estimated fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining the fair value of acquired assets and liabilities assumed requires management to make estimates, assumptions and judgments, and in some cases, management may also utilize third-party specialists to assist and advise on those estimates. The purchase price allocation presented below is substantially complete. However, management continues to refine the preliminary valuation of certain assets acquired and liabilities assumed, such as working capital liabilities and long-lived assets, and may adjust the allocation in subsequent periods. The final valuation will be completed as we obtain the information necessary to complete the analysis, but no later than one year from the acquisition date.


	At Oct. 15, 2024
	(Millions of dollars and units, except per unit data)
EnLink Units outstanding
43% of EnLink Units outstanding	200.3
Cash consideration per EnLink unit	$14.90
Cash consideration for EnLink Units	$	2,985
100% of the outstanding liability company interests in the managing member of EnLink	300
Total cash consideration	$	3,285


	At Oct. 15, 2024
Assets acquired:	(Millions of dollars)
Cash and cash equivalents	$	446
Accounts receivables, net	548
Inventories	87
Other current assets	38
Property, plant and equipment	11,396
Investments in unconsolidated affiliates	342
Intangible assets	1,051
Other assets	131
Total assets acquired	14,039
Liabilities assumed:
Current maturities of long-term debt	756
Accounts payable	465
Other current liabilities (a)	525
Long-term debt, excluding current maturities	4,577
Deferred income taxes	1,988
Other deferred credits and liabilities	84
Total liabilities assumed	8,395
Noncontrolling interests	5,076
Total identifiable net assets	568
Goodwill	2,717
Total purchase price	$	3,285

Property, plant and equipment consists primarily of pipeline and rights of way, pipeline-related equipment and processing plant and fractionators and will be depreciated on a straight-line basis over the estimated useful lives of the assets.

We utilized publicly traded prices to estimate the fair value. The debt comprises senior unsecured obligations with varying maturities and interest rates as outlined in Note H. Recognizing the debt at its acquisition date fair value resulted in a discount from the notional value. The discount was immaterial and will be amortized into interest expense over the remaining life of the debt.

The EnLink Controlling Interest Acquisition resulted in a difference between the carrying value of the underlying assets acquired and the carryover tax basis of assets, which resulted in a deferred tax liability recorded as part of the purchase price allocation.

We established deferred income tax liabilities resulting from carryover tax basis, which increased goodwill. The remainder of the goodwill balance primarily represents commercial synergies. Goodwill will not be deductible for tax purposes. For additional information on goodwill, see Note G.

Represents the approximately 57% of EnLink Units not acquired in the EnLink Controlling Interest Acquisition, valued at the acquisition date closing price of EnLink, the Series B Preferred Units and partially owned consolidated subsidiaries.

The results of operations attributable to the EnLink Controlling Interest Acquisition have been included in our Consolidated Financial Statements since the date of acquisition through Dec. 31, 2024. Revenue and income before income taxes attributable to the net assets acquired for the period Oct. 15, 2024, through Dec. 31, 2024, were $1.5 billion and $173 million, respectively.

Subsequent event - On Jan. 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, we acquired all of the EnLink outstanding publicly held common units in a fixed ratio exchange of 0.1412 shares of ONEOK Common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing. We issued 41 million shares of common stock, with a fair value of $4.0 billion. EnLink is now a wholly owned subsidiary. As we controlled EnLink prior to the EnLink Acquisition, the change in our ownership interest was accounted for as an equity transaction.

Medallion Acquisition - On Oct. 31, 2024, we completed the Medallion Acquisition with GIP, acquiring all of the equity interests in Medallion for total cash consideration of $2.6 billion, inclusive of the purchase of additional interests in a Medallion joint venture owned by a separate third party. We used a portion of the proceeds from our September 2024 underwritten public offering of $7.0 billion senior unsecured notes to fund this acquisition. For additional information on our long-term debt, see Note H.

This acquisition expands our midstream services for crude oil and condensate in West Texas, specifically the Midland Basin. The assets of Medallion include crude oil gathering and transportation pipelines and crude oil storage facilities. Medallion’s assets and operations are reported in our Refined Products and Crude segment.

We accounted for this acquisition using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Any excess of consideration to be transferred over the estimated fair value of assets acquired and liabilities assumed will be recorded as goodwill. Determining the fair value of acquired assets and liabilities assumed requires management to make estimates, assumptions and judgments, and in some cases management may also utilize third-party specialists to assist and advise on those estimates. The purchase price allocation presented below is substantially complete. However, management continues to refine the preliminary valuation of certain assets acquired and liabilities assumed, such as working capital liabilities and long-lived assets, and may adjust the allocation in subsequent periods. The final valuation will be completed as we obtain the information necessary to complete the analysis, but no later than one year from the acquisition date.


	At Oct. 31, 2024
Assets acquired:	(Millions of dollars)
Cash and cash equivalents	$	36
Accounts receivables, net	114
Inventories	21
Other current assets	2
Property, plant and equipment	1,600

Intangible assets	730
Other assets	3
Total assets acquired	2,506
Liabilities assumed:
Accounts payable	103
Other current liabilities	5

Other deferred credits and liabilities	40
Total liabilities assumed	148
Total identifiable net assets	2,358
Goodwill	259
Total purchase price	$	2,617

The results of operations attributable to the Medallion Acquisition have been included in our Consolidated Financial Statements since the date of acquisition through Dec. 31, 2024. Revenue and income before income taxes attributable to the net assets acquired for the period Nov. 1, 2024, through Dec. 31, 2024, were $256 million and $43 million, respectively.

Gulf Coast NGL Pipelines Acquisition - On June 17, 2024, we completed the acquisition of a system of NGL pipelines from Easton Energy, a Houston-based midstream company, for approximately $280 million. This acquisition in our Natural Gas Liquids segment includes approximately 450 miles of liquids products pipelines located in the strategic Gulf Coast market centers for NGLs, Refined Products and crude oil. A portion of the Easton assets are already connected to our Mont Belvieu assets. We expect to add connections to our Houston-based assets beginning in mid-2025 through the end of 2025.

Interstate Natural Gas Pipeline Divestiture - On Dec. 31, 2024, we sold three of our wholly owned interstate natural gas pipeline systems to DT Midstream, Inc. for total cash consideration of $1.2 billion and recognized a gain of $227 million in other operating income, net, within the Consolidated Statement of Income. This transaction aligns and enhances our capital allocation priorities within our integrated value chain. These pipeline systems have previously been reported in our Natural Gas Pipelines segment.

Magellan Acquisition - On Sept. 25, 2023, we completed the Magellan Acquisition. This acquisition strategically diversifies our complementary asset base and allows for significant expected synergies as a combined entity. Each common unit of Magellan was exchanged for a fixed ratio of 0.667 shares of ONEOK common stock and $25.00 of cash, for a total consideration of $14.1 billion. A total of approximately 135 million shares of common stock were issued, with a fair value of approximately $9.0 billion as of the closing date of the Magellan Acquisition. We funded the cash portion of this acquisition with an underwritten public offering of $5.25 billion senior unsecured notes. For additional information on our long-term debt, please see Note H.

The Magellan Acquisition was accounted for using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Determining the fair value of acquired assets and liabilities assumed requires management’s judgment and the use of independent valuation specialists.


	Sept. 25, 2023
	(Millions of dollars and shares/units, except per share/unit data)
Magellan public common units outstanding	202.1
Cash consideration per Magellan unit	$25.00
Cash consideration	$	5,052
Magellan public common units outstanding	202.1
ONEOK exchange ratio per Magellan unit	0.667
Shares of ONEOK common stock issued	134.8
ONEOK common stock closing price on Sept. 25, 2023	$66.54
Fair value of common stock issued	$	8,969
Fair value of Magellan replacement equity awards	93

Equity consideration	$	9,062
Total consideration	$	14,114


	Sept. 25, 2023
Assets acquired:	(Millions of dollars)
Cash and cash equivalents	$	37
Accounts receivables, net	333
Inventories	352
Other current assets	140
Property, plant and equipment	11,644
Investments in unconsolidated affiliates	922
Intangible assets	1,124
Other assets	121
Total assets acquired	14,673
Liabilities assumed:
Accounts payable	213
Other current liabilities (a)	721
Long-term debt, excluding current maturities	4,013
Other deferred credits and liabilities	201
Total liabilities assumed	5,148
Total identifiable net assets	9,525
Goodwill	4,589
Total purchase price	$	14,114

In 2024, we recorded adjustments to the preliminary purchase price allocation that resulted in an increase to goodwill of $165 million due to additional information received during the measurement period. The adjustment is due primarily to a decrease in property, plant and equipment of approximately $100 million, and an increase to certain contingencies that existed as of the acquisition date.

We assumed the outstanding debt of Magellan and utilized publicly traded prices to estimate the fair value. The debt comprises senior unsecured obligations with varying maturities and interest rates as outlined in Note H. Recognizing the debt at its acquisition date fair value resulted in a discount from the notional value. The discount will be amortized into interest expense over the remaining life of the debt.

Goodwill primarily represents expected tax benefits from future depreciation and amortization of acquired assets and commercial synergies, and is expected to be fully deductible for tax purposes. For additional information on goodwill, see Note G.


	Years Ended
	Dec. 31,
		2024 (a)		2023 (b)
	(Millions of dollars)
Transaction costs		$	73	$	158
Interest expense		23		21
Total		$	96	$	179

(a) - Primarily non-recurring costs related to advisory fees and bridge commitment fees associated with the EnLink Controlling Interest Acquisition and Medallion Acquisition.

(b) - Primarily non-recurring costs related to advisory fees, severance and settlement of share based awards for certain Magellan employees and integrations costs, as well as bridge facility commitment fees associated with the Magellan Acquisition.

The following table sets forth the unaudited supplemental pro forma financial information for the years ended Dec. 31, 2024, 2023 and 2022, as if we had completed the Magellan Acquisition on Jan. 1, 2022, and the EnLink Controlling Interest Acquisition and the Medallion Acquisition on Jan. 1, 2023:


		Year Ended Dec. 31, 2024
			Pro Forma EnLink Controlling Interest Acquisition	Pro Forma Medallion Acquisition				Pro Forma Combined
						As reported
	(Millions of dollars)
Revenues				$	21,698	$	4,891		$	1,078	$	27,667
Net income				$	3,112	$	288		$	81	$	3,481


		Year Ended Dec. 31, 2023
			Pro Forma EnLink Controlling Interest Acquisition	Pro Forma Medallion Acquisition				Pro Forma Magellan Acquisition	Pro Forma Combined
						As reported
	(Millions of dollars)
Revenues				$	17,677	$	6,671		$	947	$	2,322	$	27,617
Net income				$	2,659	$	383		$	(16)	$	232	$	3,258