Obligation ONEOX 4.55% ( US682680AU71 ) en USD

ONEOX

100.7 % ▲

Etas-Unis

US682680AU71 ( en USD )

4.55% par an ( paiement semestriel )

15/07/2028

Prospectus brochure de l'obligation ONEOK US682680AU71 en USD 4.55%, échéance 15/07/2028

2 000 USD

800 000 000 USD

682680AU7

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/01/2026 ( Dans 134 jours )

ONEOK est une société américaine d'énergie qui se concentre sur le transport et le stockage de produits énergétiques tels que le gaz naturel et le gaz de pétrole liquéfié (GPL).

L'Obligation émise par ONEOX ( Etas-Unis ) , en USD, avec le code ISIN US682680AU71, paye un coupon de 4.55% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2028

L'Obligation émise par ONEOX ( Etas-Unis ) , en USD, avec le code ISIN US682680AU71, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par ONEOX ( Etas-Unis ) , en USD, avec le code ISIN US682680AU71, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Preliminary Prospectus Supplement
424B5 1 d794426d424b5.htm PRELIMINARY PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-219186
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price
Registration Fee (1)
4.55% Notes due 2028

$800,000,000
$99,600
Guarantees of 4.55% Notes due 2028

(2)
(2)
5.20% Notes due 2048

$450,000,000
$56,025
Guarantees of 5.20% Notes due 2048

(2)
(2)
Total

$1,250,000,000
$155,625

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").
(2)
No separate filing fee is required pursuant to Rule 457(n) under the Securities Act.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 6, 2017)
$1,250,000,000
ONEOK, Inc.
$800,000,000 4.55% Notes due 2028
$450,000,000 5.20% Notes due 2048

The notes due 2028 will bear interest at the rate of 4.55% per year and will mature on July 15, 2028. The notes due 2048 will bear interest at a rate of 5.20% per
year and will mature on July 15, 2048. We refer to the 2028 notes and the 2048 notes collectively as the "notes." Interest on the notes is payable on January 15 and
July 15 of each year, beginning on January 15, 2019. We may redeem the 2028 notes and the 2048 notes, in whole or in part, at any time at the redemption prices
described under "Description of the Notes--Optional Redemption."
The notes will be senior unsecured obligations of ours and will rank equally in right of payment with all of our existing and future unsecured senior debt.
The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by certain of our subsidiaries. Each guarantee will rank
equally in right of payment with all of such guarantor's existing and future unsecured senior debt. The notes and the guarantees will be effectively junior to any
secured indebtedness of ours or any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and
other obligations of our subsidiaries that do not guarantee the notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement and on page 7 of the
accompanying base prospectus.

Proceeds to
Offering
us
Price to
Underwriting
Before

Public(1)

Discounts
Expenses

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Preliminary Prospectus Supplement
Per 2028 note

99.727%

0.650%

99.077%
Total

$797,816,000
$ 5,200,000
$792,616,000
Per 2048 note

99.546%

0.875%

98.671%
Total

$447,957,000
$ 3,937,500
$444,019,500

(1) Plus accrued interest, if any, from July 2, 2018, if settlement occurs after that date.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will not be listed on any national securities exchange. Currently, there is no public market for the notes. We expect that the notes will be ready for
delivery in registered book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking,
societé anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York, on or about July 2, 2018.
Joint Book-Running Managers

Citigroup
BofA Merrill Lynch

Mizuho Securities

Wells Fargo Securities
Deutsche Bank Securities

Goldman Sachs & Co. LLC

J.P. Morgan
Morgan Stanley

MUFG

TD Securities
Co-Managers

PNC Capital Markets LLC

RBC Capital Markets
Scotiabank

US Bancorp
BB&T Capital Markets

BOK Financial Securities, Inc.

Regions Securities LLC
SMBC Nikko

The Williams Capital Group, L.P.

Tuohy Brothers
The date of this prospectus supplement is June 19, 2018.
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Prospectus Supplement Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-9
Capitalization
S-10
Ratios of Earnings to Fixed Charges
S-11
Description of the Notes
S-12
U.S. Federal Tax Considerations
S-22
Underwriting
S-28
Legal Matters
S-34
Experts
S-34
Cautionary Statement Regarding Forward-Looking Statements
S-34
Where You Can Find More Information
S-37
Incorporation by Reference
S-37
Prospectus

About this Prospectus

1
Where You Can Find More Information

1
Incorporation by Reference

2
Cautionary Statement Regarding Forward-Looking Statements

3
About ONEOK

6
Risk Factors

7
Use of Proceeds

8
Ratio of Earnings to Fixed Charges

9
Description of Debt Securities

10
Description of Guarantee of Debt Securities

22
Description of Capital Stock

23
Description of Stock Purchase Contracts and Stock Purchase Contract Units

29
Description of Depositary Shares

30
Description of Warrants

32
Plan of Distribution

33
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Preliminary Prospectus Supplement
Legal Matters

35
Experts

35

S-i
Table of Contents
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part is
the accompanying base prospectus, which gives more general information, some of which may not apply to this offering of notes. Generally, when we
refer only to the "prospectus," we are referring to both parts combined. If information varies between this prospectus supplement and the accompanying
base prospectus, you should rely on the information in this prospectus supplement.
Any statement made in this prospectus supplement, the accompanying base prospectus or in a document incorporated or deemed to be incorporated
by reference into this prospectus supplement or the accompanying base prospectus will be deemed to be modified or superseded for purposes of this
prospectus supplement to the extent that a statement contained in this prospectus supplement, the accompanying base prospectus or in any other
subsequently filed document that is also incorporated by reference into this prospectus supplement modifies or supersedes that statement. Any statement
so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the
accompanying base prospectus. Please read "Where You Can Find More Information" and "Incorporation by Reference" in this prospectus supplement
and the accompanying base prospectus.

S-ii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information about ONEOK. It is not complete and does not contain all the information that you should
consider before investing in the notes. You should carefully read this prospectus supplement, the accompanying base prospectus and the other
documents incorporated by reference herein and therein to understand fully ONEOK, the terms of the notes and the tax and other considerations
that are important in making your investment decision. Please read "Risk Factors" and the other cautionary statements in this prospectus
supplement, the accompanying base prospectus and our Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated
by reference herein, for information regarding risks you should consider before investing in the notes.
Unless we otherwise indicate or unless the context requires otherwise, all references in this prospectus supplement to "we," "our," "us," the
"Company," "ONEOK" or similar references mean ONEOK, Inc. and its consolidated subsidiaries and predecessors. References to "ONEOK
Partners" refer to ONEOK Partners, L.P., our wholly-owned subsidiary. References to the "Intermediate Partnership" refer to ONEOK Partners
Intermediate Limited Partnership, a wholly-owned subsidiary of ONEOK Partners, L.P.
ONEOK, Inc.
ONEOK is a corporation incorporated under the laws of the state of Oklahoma, and our common stock is listed on the New York Stock
Exchange, or NYSE, under the trading symbol "OKE." We are a leading midstream service provider and own one of the nation's premier natural gas
liquids ("NGLs") systems, connecting NGL supply in the Mid-Continent, Permian and Rocky Mountain regions with key market centers and an
extensive network of natural gas gathering, processing, storage and transportation assets. We apply our core capabilities of gathering, processing,
fractionating, transporting, storing and marketing natural gas and NGLs through vertical integration across the midstream value chain to provide our
customers with premium services while generating consistent and sustainable earnings growth.
Our Principal Executive Offices
Our principal executive offices are located at 100 West Fifth Street, Tulsa, Oklahoma, 74103-4298, and our telephone number at that address
is (918) 588-7000. The information above concerning us is only a summary and does not purport to be comprehensive. We maintain a website at
www.oneok.com that provides information about our business and operations. Information contained on this website, however, is not incorporated
into or otherwise a part of this prospectus supplement or the accompanying base prospectus.

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Preliminary Prospectus Supplement
S-1
Table of Contents
The Offering
References to "we," "us" and "our" in this section titled "The Offering" refer to ONEOK, Inc. and not to any of its subsidiaries.

Issuer
ONEOK, Inc.

Notes Offered
$800 million aggregate principal amount of 4.55% notes due 2028 (the "2028 notes"). $450
million aggregate principal amount of 5.20% notes due 2048 (the "2048 notes"). We refer to
the 2028 notes and the 2048 notes collectively as the "notes."

Maturity
The 2028 notes will mature on July 15, 2028.

The 2048 notes will mature on July 15, 2048.

Interest Rate
The 2028 notes will bear interest at the rate of 4.55% per annum, accruing from July 2, 2018.

The 2048 notes will bear interest at the rate of 5.20% per annum, accruing from July 2, 2018.

Interest Payment Dates
Interest on the 2028 notes and the 2048 notes will be payable semi-annually in arrears on
January 15 and July 15 of each year, beginning on January 15, 2019, and at maturity or, if
applicable, upon their earlier redemption.

Optional Redemption
Prior to April 15, 2028 (three months prior to their maturity date) in the case of the 2028
notes, and prior to January 15, 2048 (six months prior to their maturity date) in the case of
the 2048 notes, we may redeem the notes of the applicable series, in whole or in part, at any
time and from time to time, at our option, at the redemption price described in this
prospectus supplement under "Description of the Notes--Optional Redemption."

On or after April 15, 2028 (three months prior to their maturity date), we may redeem the
2028 notes, in whole or in part, at any time and from time to time, at a redemption price
equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid

interest to the redemption date. On or after January 15, 2048 (six months prior to their
maturity date), we may redeem the 2048 notes, in whole or in part, at any time and from
time to time, at a redemption price equal to 100% of the principal amount of the notes being
redeemed plus accrued and unpaid interest to the redemption date.

Guarantees
The notes will be fully and unconditionally guaranteed, jointly and severally, on an
unsecured basis by ONEOK Partners and the Intermediate Partnership.

Ranking
The notes will be unsecured and unsubordinated obligations and will rank equally with all of
our other existing and future unsecured and unsubordinated debt and ONEOK Partners'
existing and future unsecured and unsubordinated debt that we guarantee. The notes will be
structurally subordinated to all indebtedness and liabilities of our

S-2
Table of Contents
subsidiaries, other than ONEOK Partners and the Intermediate Partnership, which will
guarantee the notes. As of March 31, 2018, after giving effect to this offering, we and the
guarantors would have had approximately $9.3 billion of indebtedness. Assuming we had

completed this offering on March 31, 2018, after giving effect to the application of the net
proceeds as described in "Use of Proceeds" in this prospectus supplement, the notes and the
guarantees would have been structurally subordinated to approximately $34.7 million of
outstanding indebtedness of our non-guarantor subsidiaries.
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Preliminary Prospectus Supplement

The guarantee of the notes by ONEOK Partners and the Intermediate Partnership will be
unsecured and unsubordinated obligations of ONEOK Partners and the Intermediate
Partnership and will rank equally with their guarantees of our existing $2.5 billion revolving
credit agreement, our approximately $2.7 billion of notes outstanding (excluding the notes

contemplated hereby) and certain of our existing and future unsecured and unsubordinated
debt. In addition, the guarantee of the notes by ONEOK Partners will rank equally with its
existing $5.3 billion of notes outstanding and certain of its existing and future unsecured and
unsubordinated debt.

Covenants
We will issue the notes under an indenture containing covenants for your benefit. The
covenants restrict our ability, with certain exceptions, to:

·
merge or consolidate with another entity or transfer all or substantially all of

our property and assets;

·
incur liens; and

·
enter into sale and leaseback transactions.

The indenture will not limit the amount of unsecured debt we or our subsidiaries may incur.
The indenture restricts our and certain of our subsidiaries' ability to incur secured

indebtedness (subject to certain exceptions) unless the same security is also provided for the
benefit of holders of the notes.

Use of Proceeds
We estimate the net proceeds from the sale of the notes in this offering, after deducting
underwriting discounts and the estimated expenses of this offering payable by us, will be
approximately $1,234.4 million. We anticipate using the net proceeds from this offering for
general corporate purposes, which may include repayment of existing indebtedness and
funding of capital expenditures. See "Use of Proceeds."

Further Issues
We may, at any time, without notice to or consent of the holders of the 2028 notes or 2048
notes, create and issue further notes ranking equally and ratably in all respects with the 2028
notes or 2048 notes, as applicable, so that such further notes will be consolidated and form a
single series with either, the 2028 notes or 2048 notes, as applicable, with the same terms as
the applicable series of notes. See "Description of the Notes--Further Issues."

S-3
Table of Contents
Risk Factors
An investment in the notes involves risks. See "Risk Factors" in this prospectus supplement,
the accompanying base prospectus and the documents incorporated by reference into this
prospectus supplement and the accompanying base prospectus for a discussion of factors you
should carefully consider before deciding to invest in the notes.

Governing Law
The indenture and the notes will be governed by the laws of the State of New York.

Trustee
U.S. Bank National Association.

S-4
Table of Contents
Summary Consolidated Financial and Other Data
Set forth below is our summary historical consolidated financial data for the periods indicated. The operating data for the years ended
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Preliminary Prospectus Supplement
December 31, 2015, 2016, and 2017 has been derived from our audited financial statements included in our Annual Report on Form 10-K for the
year ended December 31, 2017, which is incorporated by reference into this prospectus supplement. The operating data for the three months ended
March 31, 2018 and 2017 has been derived from our unaudited financial statements included in our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2018, which is incorporated by reference into this prospectus supplement. In the opinion of our management, the unaudited
interim data includes normal recurring adjustments necessary for a fair statement of the results for these interim periods. Our summary historical
results are not necessarily indicative of results to be expected in future periods.
The summary financial data should be read together with, and is qualified in its entirety by reference to, our historical consolidated financial
statements, the accompanying notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are set
forth in our Annual Report on Form 10-K for the year ended December 31, 2017 and our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2018, each of which is incorporated by reference herein.

Three Months

Years Ended December 31,

Ended March 31,

2015

2016

2017

2017

2018

(thousands of dollars, except share and per share data)

Operating data:

Total revenues
$7,763,206
$8,920,934
$12,173,907
$2,749,611
$3,102,077
Cost of sales and fuel
5,641,052
6,496,124
9,538,045
2,143,843
2,368,026
Operating and maintenance

605,748

668,335

735,190

162,052

181,181
Depreciation and amortization

354,620

391,585

406,335

99,419

104,237
Impairment of long-lived assets

83,673

--

15,970

--

--
General taxes

87,583

88,849

98,396

27,153

29,023
(Gain)/loss on sale of assets

(5,629)

(9,635)

(924)

7

(89)
Operating income

996,159
1,285,676
1,380,895

317,137

419,699
Equity in net earnings from investments

125,300

139,690

159,278

39,564

40,187
Impairment of equity investments
(180,583)

--

(4,270)

--

--
Allowance for equity funds used during construction

2,179

209

107

13

230
Other income

368

6,091

15,385

4,341

738
Other expense

(4,760)

(4,059)

(24,936)

(3,467)

(3,309)
Interest expense (net of capitalized interest of $36,572, $10,591 and $5,510, $1,441 and
$2,038, respectively)
(416,787)
(469,651)

(485,658)
(116,462)
(115,725)
Income before income taxes

521,876

957,956
1,040,801

241,126

341,820
Income taxes
(136,600)
(212,406)

(447,282)

(54,941)

(75,771)
Income from continuing operations

385,276

745,550

593,519

186,185

266,049
Income (loss) from discontinued operations, net of tax

(6,081)

(2,051)

--

--

--
Net income

379,195

743,499

593,519

186,185

266,049
Less: Net income attributable to noncontrolling interests

134,218

391,460

205,678

98,824

1,541
Net income attributable to ONEOK
$ 244,977
$ 352,039
$
387,841
$
87,361
$ 264,508
Earnings per share of common stock from continuing operations

Net earnings per share, basic
$
1.19
$
1.68
$
1.30
$
0.41
$
0.65
Net earnings per share, diluted
$
1.19
$
1.67
$
1.29
$
0.41
$
0.64
Earnings per share of common stock

Net earnings per share, basic
$
1.17
$
1.67
$
1.30
$
0.41
$
0.65
Net earnings per share, diluted
$
1.16
$
1.66
$
1.29
$
0.41
$
0.64
Average shares (thousands)

Basic

210,208

211,128

297,477

211,619

409,676
Diluted

210,541

212,383

299,780

213,602

412,173
Dividends declared per share of common stock
$
2.43
$
2.46
$
2.72
$
0.615
$
0.77

S-5
Table of Contents
RISK FACTORS
An investment in the notes involves risks. You should carefully consider all of the information contained in this prospectus supplement, the
accompanying base prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus as
provided under "Where You Can Find More Information," including our Annual Report on Form 10-K for the year ended December 31, 2017 and the risk
factors described under "Risk Factors" therein. This prospectus supplement, the accompanying base prospectus and the documents incorporated by
reference into this prospectus supplement and the accompanying base prospectus also contain forward-looking statements that involve risks and
uncertainties. Please read "Cautionary Statement Regarding Forward-Looking Statements" in this prospectus supplement and in the accompanying base
prospectus. Our actual results could differ materially from those anticipated in such forward- looking statements as a result of certain factors, including
the risks described elsewhere in this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference into this
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Preliminary Prospectus Supplement
prospectus supplement and the accompanying base prospectus. If any of these risks occur, our business, financial condition or results of operation could
be adversely affected.
Risks Related to the Notes
Our indebtedness and guarantee obligations could impair our financial condition and our ability to fulfill our obligations, including our
obligations under the notes.
As of March 31, 2018, prior to giving effect to this offering, we had total consolidated indebtedness of approximately $8.1 billion. See
"Capitalization."
Our indebtedness and guarantee obligations could have significant consequences to you. For example, they could:

· make it more difficult for us to satisfy our obligations with respect to the notes and our other indebtedness due to the increased debt-service

obligations, which could, in turn, result in an event of default on such other indebtedness or the notes;

· impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or general business

purposes;

· diminish our ability to withstand a downturn in our business or the economy;

· require us to dedicate a substantial portion of our cash flows from operations to debt-service payments, reducing the availability of cash for

working capital, capital expenditures, acquisitions, dividends or general corporate purposes;

· limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

· place us at a competitive disadvantage compared with our competitors that have proportionately less debt and fewer guarantee obligations.
If we are unable to meet our debt-service obligations, we could be forced to restructure or refinance our indebtedness, seek additional equity capital
or sell assets. We may be unable to obtain financing or sell assets on satisfactory terms, or at all.
We are not prohibited under the indenture governing the notes from incurring additional indebtedness. Our incurrence of significant additional
indebtedness could exacerbate the negative consequences mentioned above and could materially adversely affect our ability to repay the notes.

S-6
Table of Contents
We have a holding company structure in which our subsidiaries and affiliates conduct our operations and own our operating assets, causing us to
be dependent upon their distributions to make payments on the notes.
As we are a holding company, our subsidiaries and affiliates conduct a substantial portion of our operations and own a substantial portion of our
operating assets. As a result, our ability to make required payments on the notes depends on the performance of our subsidiaries and their ability to make
distributions, dividends, loans or advances to us. The ability of our subsidiaries to make distributions, dividends, loans or advances to us may be restricted
by, among other things, future credit facilities, applicable state partnership laws and other laws and regulations. If we are unable to obtain the funds
necessary to pay the principal amount of the notes at maturity, we may be required to adopt one or more alternatives, such as a refinancing of the notes. We
cannot assure you that we would be able to refinance the notes on acceptable terms or at all.
As a result of our holding company structure, the notes will be structurally subordinated to liabilities and indebtedness of our subsidiaries other
than ONEOK Partners and the Intermediate Partnership, which guarantee the notes, and effectively subordinated to any of our and the
guarantors' secured indebtedness to the extent of the assets securing such indebtedness.
A substantial portion of our operating assets are in our subsidiaries or our affiliates. The notes are not guaranteed by our subsidiaries or other
affiliates, other than ONEOK Partners and the Intermediate Partnership, and our subsidiaries and such affiliates are not prohibited under the indenture from
incurring additional indebtedness. As a result, holders of the notes will be structurally subordinated to claims of third-party creditors, including holders of
indebtedness, of these non-guarantor subsidiaries and such affiliates. Claims of those other creditors, including trade creditors, secured creditors,
governmental authorities, and holders of indebtedness or guarantees issued by our non-guarantor subsidiaries, will generally have priority as to the assets of
our non-guarantor subsidiaries over claims by the holders of the notes. As a result, rights of payment of holders of our indebtedness, including the holders
of the notes, will be structurally subordinated to all those claims of creditors of our non-guarantor subsidiaries. Assuming we had completed this offering
on March 31, 2018, after giving effect to the application of the net proceeds as described in "Use of Proceeds" in this prospectus supplement, the notes and
the guarantees would have been structurally subordinated to approximately $34.7 million of outstanding indebtedness of our non-guarantor subsidiaries. In
addition, if either of ONEOK Partners or the Intermediate Partnership is no longer our subsidiary or no longer has any capital markets debt securities
outstanding or guarantees any capital markets debt securities issued by us or the other guarantor, in each case other than the notes, so long as no default or
event of default under the indenture has occurred or is continuing, they will be released from their obligations under the indenture, and its guarantees will
no longer be in effect.
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In addition, holders of our and the guarantors' secured indebtedness would have claims with respect to the assets constituting collateral for such
indebtedness that are prior to your claims under the notes or the guarantees. We do not currently have any secured indebtedness, but may have secured
indebtedness in the future. In the event of a default on such secured indebtedness or our bankruptcy, liquidation or reorganization, our assets would be
available to satisfy obligations with respect to the indebtedness secured thereby before any payment could be made on the notes or the guarantees. While
the indenture governing the notes places some limitations on our ability to create liens, there are significant exceptions to these limitations, including with
respect to sale and leaseback transactions, which will allow us to secure some kinds of indebtedness without equally and ratably securing the notes. To the
extent the value of the collateral is not sufficient to satisfy the secured indebtedness, the holders of that indebtedness would be entitled to share with the
holders of the notes and the holders of other claims against us with respect to our other assets.

S-7
Table of Contents
Your ability to transfer the notes at a time or price you desire may be limited by the absence of an active trading market, which may not develop.
Each series of notes is a new issue of securities for which there is no established public market. Although we have registered the offer and sale of
the notes under the U.S. Securities Act of 1933, as amended (the "1933 Act"), we do not intend to apply for the listing of the notes on any securities
exchange or for the quotation of the notes in any automated dealer quotation system. In addition, although the underwriters have informed us that they
intend to make a market in each series of notes, as permitted by applicable laws and regulations, they are not obligated to do so, and they may discontinue
their market making activities at any time without notice. An active market for the notes may not develop or, if developed, may not continue. In the
absence of an active trading market, you may not be able to transfer the notes within a time or at a price you desire or at all.
An event of default may require us to offer to repurchase certain of our and ONEOK Partners' senior notes, including the notes offered by this
prospectus supplement, or may impair our ability to access capital.
The indentures governing certain of our and ONEOK Partners' senior notes include an event of default upon the acceleration of other indebtedness
of $15 million or more for certain of our senior notes or $100 million or more for certain of our senior notes and ONEOK Partners' senior notes. Such
events of default would entitle the trustee or the holders of 25% in aggregate principal amount of our or ONEOK Partners' outstanding senior notes to
declare those senior notes immediately due and payable in full. We may not have sufficient cash on hand to repurchase and repay any accelerated senior
notes (including any notes offered hereby), which may cause us to borrow money under our credit facility or seek alternative financing sources to finance
the repurchases and repayment. We could also face difficulties accessing capital or our borrowing costs could increase, impacting our ability to obtain
financing for acquisitions or capital expenditures, to refinance indebtedness and to fulfill our debt obligations.

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USE OF PROCEEDS
We estimate the net proceeds from the sale of the notes in this offering, after deducting underwriting discounts and the estimated expenses of this
offering payable by us, will be approximately $1,234.4 million. We anticipate using the net proceeds from this offering for general corporate purposes,
which may include repayment of existing indebtedness and funding of capital expenditures.

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CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2018, on:

· a historical basis; and

· as adjusted basis to give effect to our offering of the notes.
This table should be read in conjunction with our historical consolidated financial statements and the notes to those financial statements that are
incorporated by reference into this prospectus supplement and the accompanying base prospectus. You should also read this table in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of Operation" in our Annual Report on Form 10-K for the year ended
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Preliminary Prospectus Supplement
December 31, 2017 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, each of which is incorporated by reference herein.

March 31, 2018

Historical

As Adjusted

(thousands of dollars)

Cash and cash equivalents

$
17,474
$
1,251,910

Debt, including current maturities:

ONEOK

4.55% notes due 2028

$
--
$
800,000
5.20% notes due 2048

--

450,000
$2.5 billion revolving credit agreement (1)

--

--
$2.5 billion commercial paper program (2)

--

--
Current maturities of long-term debt

--

--
Long-term debt, excluding current maturities

2,747,397

2,747,397

Total ONEOK debt

2,747,397

3,997,397

ONEOK Partners

Current maturities of long-term debt

932,650

932,650
Long-term debt, excluding current maturities

4,402,045

4,402,045

Total ONEOK Partners debt

5,334,695

5,334,695

Total debt

8,082,092

9,332,092

Total shareholders' equity

6,701,446

6,701,446
Noncontrolling interest in consolidated subsidiaries

167,806

167,806

Total equity

6,869,252

6,869,252

Total capitalization

$ 14,951,344
$ 16,201,344

(1)
As of March 31, 2018, ONEOK had no borrowings outstanding under its revolving credit agreement.
(2)
As of March 31, 2018, ONEOK had no outstanding commercial paper notes.

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RATIOS OF EARNINGS TO FIXED CHARGES
Our ratios of earnings to fixed charges were as follows for the periods indicated:

Three
Months
Ended

Year Ended December 31,
March 31,

2013
2014
2015
2016
2017
2018

Ratio of earnings to fixed charges
2.80x 3.18x 2.48x 2.99x 3.13x
3.94x
For purposes of computing the ratio of earnings to fixed charges, "earnings" consists of pretax income from continuing operations before
adjustment for income or loss from equity investees plus fixed charges and distributed income of equity investees, less interest capitalized. "Fixed
charges" consists of interest charges, the amortization of debt discounts and issue costs and the representative interest portion of operating leases.

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DESCRIPTION OF THE NOTES
The following description is a summary of the material terms of our notes. The descriptions in this prospectus supplement and the accompanying
base prospectus contain a description of certain terms of the notes and the indenture under which the notes will be issued but do not purport to be
complete, and reference is hereby made to the indenture that is an exhibit to the registration statement of which this prospectus supplement and the
accompanying base prospectus are a part and to the U.S. Trust Indenture Act of 1939, as amended. This summary supplements the description of debt
securities in the accompanying base prospectus and, to the extent it is inconsistent, replaces the description in the accompanying base prospectus. We urge
you to read the indenture because it, and not this description, defines your rights as a holder of the notes. The following description of the notes and the
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Preliminary Prospectus Supplement
description of the debt securities contained in the accompanying base prospectus are not complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the indenture. You may request a copy of the indenture from us as set forth under "Where You Can Find More
Information" below. Whenever particular defined terms of the indenture are referred to, those defined terms are incorporated herein by reference. In this
"Description of the Notes," references to "we," "us" and "our" refer to ONEOK, Inc. and not to any of its subsidiaries.
General
Each series of notes will be issued under a senior indenture (as amended and supplemented from time to time, including supplements setting forth the
terms of the notes) between us, ONEOK Partners, the Intermediate Partnership and U.S. Bank National Association, as trustee (the indenture, as
supplemented, is referred to as the "indenture").
The notes will be senior debt securities that will be our direct, unsecured obligations and will rank equally with all of our existing and future
unsecured senior indebtedness. The notes will be guaranteed by ONEOK Partners and Intermediate Partnership, two of our subsidiaries, however, such
guarantors will not otherwise be subject to the covenants, obligations and duties provided for in the indenture solely in their capacity as guarantors. Each
guarantee will rank equally in right of payment with all of such guarantor's existing and future unsecured senior debt. The notes will be effectively junior
to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all
indebtedness and other obligations of our subsidiaries that do not guarantee the notes. Assuming we had completed this offering on March 31, 2018, after
giving effect to the application of the net proceeds as described in "Use of Proceeds" in this prospectus supplement, the notes and the guarantees would
have been structurally subordinated to approximately $34.7 million of outstanding indebtedness of our non-guarantor subsidiaries.
We will issue the 2028 notes in an initial aggregate principal amount equal to $800,000,000. We will issue the 2048 notes in an initial aggregate
principal amount of $450,000,000.
We will issue the notes in minimum denominations of $2,000 and whole multiples of $1,000 in excess thereof.
Because we conduct a substantial portion of our operations through our subsidiaries, our ability to service our debt, including our obligations under
the notes, and other obligations are largely dependent on the earnings of our subsidiaries and the payment of those earnings to us, in the form of
distributions, dividends, loans or advances from our subsidiaries or the repayment of loans or advances from us by our subsidiaries. Any payment of
distributions, dividends, loans or advances by our subsidiaries could be subject to statutory or contractual restrictions. Our non-guarantor subsidiaries and
affiliates have no obligation to pay any amounts due on the notes. The notes will be structurally subordinated to all of the existing and future debt and other
liabilities of our non-guarantor subsidiaries and will be effectively subordinated to all of our and the guarantors' future secured debt to the extent of the
value of the collateral securing such debt.
The notes will not be subject to a sinking fund provision.

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The notes are subject to defeasance at our option as provided in the indenture. Unless we redeem the 2028 notes prior to maturity, the entire
principal amount of the 2028 notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on July 15, 2028.
Unless we redeem the 2048 notes prior to maturity, the entire principal amount of the 2048 notes will mature and become due and payable, together with
any accrued and unpaid interest thereon, on July 15, 2048.
The indenture does not contain provisions that afford holders of the notes protection in the event we are involved in a highly leveraged transaction or
other similar transaction that may adversely affect such holders. The indenture does not limit our ability to issue or incur other unsecured debt or issue
preferred stock.
Interest
Interest on the 2028 notes will accrue at 4.55% per annum from July 2, 2018 and interest on the 2048 notes will accrue at 5.20% per annum from July
2, 2018. Interest on the notes will be payable in U.S. dollars semi-annually in arrears on January 15 and July 15 of each year (each, an "Interest Payment
Date"), beginning on January 15, 2019 and at maturity or, if applicable, earlier redemption. Interest payable on an Interest Payment Date will be paid to the
Person in whose name the note is registered at the close of business on January 1 or July 1, as the case may be (whether or not a business day in the City of
New York), immediately preceding such Interest Payment Date. Interest payable at maturity or earlier redemption will be paid against presentation and
surrender of the related notes. Interest on the notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
If any Interest Payment Date, the maturity date or any redemption date is not a business day in New York, New York, the required payment shall be
made on the next succeeding day that is a business day as if it were made on the date such payment was due and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, maturity date or redemption date, as the case may be, to such next business day.
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Document Outline

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