Bond OneOak Inc. 7.5% ( US682680AR43 ) in USD

OneOak Inc.

100.003 % ⇌

United States

US682680AR43 ( in USD )

7.5% per year ( payment 2 times a year)

31/08/2023 - Bond has expired

Prospectus brochure of the bond Oneok Inc. [New] US682680AR43 in USD 7.5%, expired

2 000 USD

500 000 000 USD

682680AR4

Oneok, Inc. is a midstream energy company operating primarily in the North American natural gas liquids (NGL) and natural gas systems, handling gathering, processing, storage, transportation, and marketing of those resources.

The Bond issued by OneOak Inc. ( United States ) , in USD, with the ISIN code US682680AR43, pays a coupon of 7.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/08/2023

Final Prospectus Supplement
424B5 1 d64711d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
SEC File No. 333-198937
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of each Class of
to be
Offering Price
Aggregate
Amount of
Securities Offered

Registered

Per Unit

Offering Price
Registration Fee(1)
7.50% Notes due 2023

$500,000,000

98.522%

$492,610,000

$57,241.282

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 1, 2015)

$500,000,000

ONEOK, Inc.

7.50% Notes due 2023

The notes will bear interest at the rate of 7.50% per year and will mature on September 1, 2023. Interest on the notes is payable on March 1
and September 1 of each year, beginning on March 1, 2016. We may redeem the notes in whole or in part at any time at the redemption prices
described under "Description of the Notes--Optional Redemption." If a Change of Control Triggering Event as described in this prospectus
supplement occurs, unless we have exercised our option to redeem the notes in full, we will be required to offer to repurchase the notes at 101%
of their principal amount plus accrued and unpaid interest as described under "Description of the Notes--Change of Control."

The notes will be senior unsecured obligations of our company and will rank equally in right of payment with all of our existing and future
unsecured senior debt.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-9 of this prospectus
supplement and on page 8 of the accompanying base prospectus.

Proceeds to Us
Offering Price
Underwriting
Before

to Public(1)

Discounts

Expenses

Per note

98.522%

0.875%

97.647%
Total

$492,610,000
$4,375,000
$488,235,000

(1) Plus accrued interest, if any, from August 21, 2015, if settlement occurs after that date.

http://www.sec.gov/Archives/edgar/data/1039684/000119312515296450/d64711d424b5.htm[8/20/2015 9:29:46 AM]

Final Prospectus Supplement
Neither the 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.

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, société anonyme, and Euroclear Bank S.A./N.V., as operator of the
Euroclear System, against payment in New York, New York, on or about August 21, 2015.

Sole Book-Running Manager

Citigroup

Co-Manager

Mizuho Securities

The date of this prospectus supplement is August 18, 2015.
Table of Contents
We are responsible for the information contained in or incorporated by reference into this prospectus supplement, the accompanying
base prospectus and any free writing prospectus relating to this offering. We have not, and the underwriters have not, authorized anyone
to give you any other information, and we take no responsibility for any information that others may give you. You should not assume
that the information contained in this prospectus supplement, the accompanying base prospectus, any free writing prospectus or the
information we have previously filed with the Securities and Exchange Commission (the "SEC") that is incorporated by reference herein
or therein is accurate as of any date other than its respective date. This prospectus supplement, the accompanying base prospectus and any
free writing prospectus do not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction or to any person to
whom it is unlawful to make such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

Page
Prospectus Supplement

Prospectus Supplement Summary
S-2
Risk Factors
S-9
Use of Proceeds
S-12
Capitalization
S-13
Ratios of Earnings to Fixed Charges
S-14
Description of the Notes
S-15
United States Federal Tax Considerations
S-26
Underwriting
S-31
Legal Matters
S-36
Experts
S-36
Cautionary Statement Regarding Forward-Looking Statements
S-36
Where You Can Find More Information
S-39
Prospectus

About this Prospectus

2
Where You Can Find More Information

3
Incorporation by Reference

3
Cautionary Statement Regarding Forward-Looking Statements

4
About ONEOK

7
Risk Factors

8
http://www.sec.gov/Archives/edgar/data/1039684/000119312515296450/d64711d424b5.htm[8/20/2015 9:29:46 AM]

Final Prospectus Supplement
Use of Proceeds

9
Ratio of Earnings to Fixed Charges

10
Description of Debt Securities

11
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
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 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-1
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 fiscal year ended December 31,
2014, 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 our affiliate ONEOK Partners, L.P. and its consolidated subsidiaries.

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 the sole general partner and, as of June 30, 2015, owned 36.8 percent of
ONEOK Partners (NYSE: OKS), one of the largest publicly traded master limited partnerships. Our goal is to provide management and
resources to ONEOK Partners, enabling it to execute its growth strategies and allowing us to grow our dividend. ONEOK Partners applies its
core capabilities of gathering, processing, fractionating, transporting, storing and marketing natural gas and natural gas liquids, or NGLs,
through the rebundling of services across the energy value chains, primarily through vertical integration, to provide its customers with
premium services at lower costs. ONEOK Partners is a leader in the gathering, processing, storage and transportation of natural gas in the
United States. In addition, ONEOK Partners owns one of the nation's premier natural gas liquids systems, connecting NGL supply in the Mid-
Continent, Permian and Rocky Mountain regions with key market centers. Our earnings and cash flows are primarily generated from our
investment in ONEOK Partners, an investment grade master limited partnership with a predominately fee-based business model.

http://www.sec.gov/Archives/edgar/data/1039684/000119312515296450/d64711d424b5.htm[8/20/2015 9:29:46 AM]

Final Prospectus Supplement
We report operations in the following business segments, which reflect the three business segments of ONEOK Partners:

· Natural Gas Pipelines;

· Natural Gas Liquids; and

· Natural Gas Gathering and Processing.

The Natural Gas Pipelines segment owns and operates regulated natural gas transmission pipelines and natural gas storage facilities. It
also provides interstate natural gas transportation and storage service in accordance with Section 311(a) of the Natural Gas Policy Act of 1978,
as amended. The segment's Federal Energy Regulatory Commission, or FERC, regulated interstate natural gas pipeline assets transport natural
gas through pipelines in North Dakota, Minnesota, Wisconsin, Illinois, Indiana, Kentucky, Tennessee, Oklahoma, Texas and New Mexico. Its
interstate pipeline companies include: Midwestern Gas Transmission, which is a bi-directional system that interconnects with Tennessee Gas
Transmission Company's pipeline near Portland, Tennessee and with several interstate pipelines at the Chicago Hub near Joliet, Illinois;
Viking Gas Transmission, which is a bi-directional system that interconnects with a TransCanada Corporation pipeline near Emerson,
Manitoba and ANR Pipeline Company near Marshfield, Wisconsin; Guardian Pipeline, which interconnects with several pipelines at the
Chicago Hub near Joliet, Illinois and with local natural gas distribution companies in Wisconsin; and OkTex Pipeline, which has interconnects
in Oklahoma, Texas and New Mexico.

S-2
Table of Contents
The Natural Gas Liquids segment owns and operates facilities that gather, fractionate, treat and distribute NGLs and store NGL products,
primarily in Oklahoma, Kansas, Texas, New Mexico and the Rocky Mountain region where it provides nondiscretionary services to producers
of NGLs. ONEOK Partners owns or has an ownership interest in FERC-regulated natural gas liquids gathering and distribution pipelines in
Oklahoma, Kansas, Texas, New Mexico, Montana, North Dakota, Wyoming and Colorado, and terminal and storage facilities in Missouri,
Nebraska, Iowa and Illinois. ONEOK Partners also owns FERC-regulated natural gas liquids distribution and refined petroleum products
pipelines in Kansas, Missouri, Nebraska, Iowa, Illinois and Indiana that connect its Mid-Continent assets with Midwest markets, including
Chicago, Illinois. The majority of the pipeline-connected natural gas processing plants in Oklahoma, Kansas and the Texas Panhandle, which
extract unfractionated NGLs from unprocessed natural gas, are connected to its gathering systems. ONEOK Partners owns and operates truck-
and rail-loading and -unloading facilities connected with its natural gas liquids fractionation and pipeline assets and utilized in its NGL
marketing activities. In November 2014, ONEOK Partners began transporting unfractionated NGLs from natural gas processing plants in the
Permian Basin after completing its acquisition of an 80% interest in the West Texas LPG Pipeline Limited Partnership and 100% of the
Mesquite Pipeline from affiliates of Chevron Corporation.

The Natural Gas Gathering and Processing segment provides nondiscretionary services to crude oil and natural gas producers that
include gathering and processing of natural gas produced from crude oil and natural gas wells. Unprocessed natural gas is compressed and
gathered through pipelines and transported to processing facilities where volumes are aggregated, treated and processed to remove water
vapor, solids and other contaminants, and to extract NGLs in order to provide marketable natural gas, commonly referred to as residue gas.
The residue gas, which consists primarily of methane, is compressed and delivered to natural gas pipelines for transportation to end users.
When the NGLs are separated from the unprocessed natural gas at the processing plants, the NGLs are typically in the form of a mixed,
unfractionated NGL stream that is delivered to natural gas liquids gathering pipelines for transportation to natural gas liquids fractionators.

Our Business Strategy

Our primary business strategy is to maximize dividend payout while maintaining prudent financial strength and flexibility, with a focus
on safe, reliable and environmentally responsible operations for our customers, employees, contractors and the public through the following:

· provide reliable energy and energy-related services in a safe and environmentally responsible manner to our stakeholders through our

ownership in ONEOK Partners;

· attract, select, develop and retain a diverse group of employees to support strategy execution; and

In the current market environment we have maintained prudent financial strength and flexibility by slowing dividend growth rate and
retaining excess cash.

Purchase of ONEOK Partners Common Units

On August 11, 2015, we entered into a Common Unit Purchase Agreement to acquire from ONEOK Partners in a private placement
21,544,581 common units of ONEOK Partners for an aggregate purchase price of $650 million (or $30.17 price per common unit). Our
obligation to purchase the ONEOK Partners common units is conditioned upon certain customary conditions being satisfied and is presently
http://www.sec.gov/Archives/edgar/data/1039684/000119312515296450/d64711d424b5.htm[8/20/2015 9:29:46 AM]

Final Prospectus Supplement
scheduled to be completed at the same time this offering is completed. As described under the caption "Use of Proceeds," we anticipate using
the net proceeds of this offering, together with available cash, to fund the purchase of these ONEOK Partners common units. If this offering is
not completed, we have obtained a commitment to borrow $500 million from Citigroup Global Markets Inc. to fund the purchase of the
ONEOK Partners common units. At the same time that

S-3
Table of Contents
we entered into the Common Unit Purchase Agreement with ONEOK Partners, funds managed by Kayne Anderson Capital Advisors, L.P., or
Kayne Anderson, entered into an agreement to purchase from ONEOK Partners, in a registered direct offering under the Securities Act of
1933, as amended, 3,314,551 common units of ONEOK Partners for an aggregate purchase price of $100 million (or the same $30.17 price per
common unit we are paying). While our purchase of ONEOK Partners common units is not conditioned upon Kayne Anderson's purchase of
ONEOK Partners common units being completed, Kayne Anderson's purchase of ONEOK Partners common units is conditioned upon our
purchase of common units being completed. ONEOK Partners anticipates using the net proceeds from the sale of its common units to us and
Kayne Anderson to repay amounts outstanding under its commercial paper program and for general partnership purposes. Consistent with our
obligations under the ONEOK Partners partnership agreement, in order to maintain our two percent general partnership interest in ONEOK
Partners after giving effect to the sale of the ONEOK Partners common units to us and Kayne Anderson, we will make a $15.3 million
contribution to ONEOK Partners at the time of the sale of the ONEOK Partners common units.

General

We are the successor to the company founded in 1906 known as Oklahoma Natural Gas Company. Our principal executive offices are
located at 100 West Fifth Street, Tulsa, Oklahoma 74103, telephone: (918) 588-7000.

The information above concerning us is only a summary and does not purport to be comprehensive. For additional information
concerning ONEOK, you should refer to the information described under the caption "Where You Can Find More Information" on page S-39
of this prospectus supplement.

S-4
Table of Contents
The Offering

Issuer
ONEOK, Inc.

Notes Offered
$500 million aggregate principal amount of 7.50% notes due 2023.

Maturity
The notes will mature on September 1, 2023.

Interest Rate
The notes will bear interest at the rate of 7.50% per annum, accruing from the issue date.

Interest Payment Dates
Interest on the notes will be payable semi-annually in arrears on March 1 and September
1 of each year, beginning on March 1, 2016, and at maturity or, if applicable, upon their
earlier redemption.

Optional Redemption
Prior to June 1, 2023 (3 months prior to their maturity), we may redeem the notes, 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 June 1, 2023 (3 months prior to their maturity date),
we may redeem the 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.

Ranking
The notes will rank equally with all of our other existing and future unsecured and
http://www.sec.gov/Archives/edgar/data/1039684/000119312515296450/d64711d424b5.htm[8/20/2015 9:29:46 AM]

Final Prospectus Supplement
unsubordinated debt, and senior in right of payment to all of our future subordinated
debt. The notes are not guaranteed by our subsidiaries. The notes will be effectively
subordinated to any of our secured debt to the extent of the assets securing that debt and
structurally subordinated to all debt for money borrowed and other liabilities of our
subsidiaries.

As of June 30, 2015, after giving effect to this offering and the application of proceeds
by ONEOK Partners to repay commercial paper, we would have had approximately $1.6
billion of unsecured debt to third parties (including the notes, but excluding trade
payables and $7.2 billion of debt of ONEOK Partners which is non-recourse to
ONEOK, Inc. and structurally senior to the notes offered hereby), none of which was
debt of our subsidiaries, and we had no secured debt.

Change of Control
If we experience a Change of Control Triggering Event (involving both a Change of
Control and a Rating Decline as described under "Description of the Notes--Change of
Control" in this prospectus supplement), we will be required to offer to repurchase the
notes at 101% of their principal amount plus accrued and unpaid interest. See
"Description of the Notes--Change of Control."

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;

S-5
Table of Contents

· incur liens; and

· enter into sale and leaseback transactions.

The indenture will not limit the amount of unsecured debt we may incur. The indenture
restricts our 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 $487.1 million. We anticipate using the net proceeds from this offering,
together with available cash, to fund the purchase of additional common units of
ONEOK Partners at a total purchase price of $650 million. ONEOK Partners anticipates
using the net proceeds from the sale of its common units to us, the concurrent sale of its
common units to Kayne Anderson at a total purchase price of $100 million and our
$15.3 million general partnership interest contribution to repay amounts outstanding
under its commercial paper program and for general partnership purposes. See
"Prospectus Supplement Summary--Purchase of ONEOK Partners Common Units" and
"Use of Proceeds."

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

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.

http://www.sec.gov/Archives/edgar/data/1039684/000119312515296450/d64711d424b5.htm[8/20/2015 9:29:46 AM]

Final Prospectus Supplement

S-6
Table of Contents
Summary Consolidated Financial and Other Data

Set forth below is our summary historical consolidated financial data for the periods indicated. You should read the following
information in connection with our audited financial statements and the related notes incorporated by reference into this prospectus
supplement. The operating data for the years ended December 31, 2012, 2013 and 2014 has been derived from our audited financial
statements included in our Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated by reference into this
prospectus supplement. The operating data for the six months ended June 30, 2014 and 2015 has been derived from our unaudited financial
statements included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, 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, 2014 and our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2015, which are incorporated by reference herein.

Six Months Ended

Years Ended December 31,

June 30,

2012

2013

2014

2014

2015

(thousands of dollars, except per share data)

Operating data:

Total revenues
$ 10,184,121
$ 11,871,879
$ 12,195,091
$ 6,230,178
$ 3,933,358
Cost of sales and fuel

8,540,319
10,222,213
10,088,548
5,224,071
2,946,957
Net margin

1,643,802

1,649,666

2,106,543
1,006,107

986,401
Operating expenses

Operations and maintenance

437,650

479,165

599,143

280,049

295,200
Depreciation and amortization

205,334

239,343

294,684

139,541

172,942
General taxes

54,075

62,421

75,744

41,084

49,168
Total operating expenses

697,059

780,929

969,571

460,674

517,310
Gain (loss) on sale of assets

6,736

11,881

6,599

(1)

116
Operating income

953,479

880,618

1,143,571

545,432

469,207
Equity in net earnings from investments

123,024

110,517

41,003

59,094

60,961
Allowance for equity funds used during construction

13,648

30,522

14,937

12,224

1,541
Other income

8,639

18,158

5,598

4,622

2,670
Other expense

(2,646)

(13,999)

(29,073)

(26,926)

(2,738)
Interest expense (net of capitalized interest of $40,482, $56,506, $54,813, $27,143 and
$17,157, respectively)

(237,638)

(270,646)

(356,163)

(183,652)

(199,134)
Income before income taxes

858,506

755,170

819,873

410,794

332,507
Income from continuing operations

677,748

589,090

668,715

353,497

246,857
Income (loss) from discontinued operations, net of tax

52,265

(12,129)

(5,607)

(6,235)

(284)
Income taxes

(180,758)

(166,080)

(151,158)

(57,297)

(85,650)
Net income

743,530

576,961

663,108

347,262

246,573
Less: Net income attributable to noncontrolling interests

382,911

310,428

349,001

192,157

109,268
Net income attributable to ONEOK
$
360,619
$
266,533
$
314,107
$
155,105
$
137,305
Earnings per share of common stock from continuing operations

Net earnings per share, basic
$
1.43
$
1.35
$
1.53
$
0.77
$
0.65
Net earnings per share, diluted
$
1.40
$
1.33
$
1.52
$
0.77
$
0.65
Earnings per share of common stock

Net earnings per share, basic
$
1.75
$
1.29
$
1.50
$
0.74
$
0.65
Net earnings per share, diluted
$
1.71
$
1.27
$
1.49
$
0.74
$
0.65

S-7
Table of Contents
Six Months Ended

Years Ended December 31,

June 30,

2012
2013
2014
2014
2015

(thousands of dollars)

Average shares of common stock (thousands)

Basic

206,140
206,044
209,391
209,267
210,059
Diluted

210,710
209,695
210,427
210,337
210,486
http://www.sec.gov/Archives/edgar/data/1039684/000119312515296450/d64711d424b5.htm[8/20/2015 9:29:46 AM]

Final Prospectus Supplement
Dividends declared per share of common stock

$
1.27
$
1.48
$
2.125
$
0.96
$
1.21

S-8
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, 2014 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 the 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 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 could impair our financial condition and our ability to fulfill our debt obligations, including our obligations under the
notes.

As of June 30, 2015, prior to giving effect to this offering, we had total indebtedness of approximately $8.9 billion, which includes $7.7
billion of debt of ONEOK Partners which is nonrecourse to ONEOK. See "Capitalization." Our indebtedness could have important consequences
to you. For example, it could:

· make it more difficult for us to satisfy our obligations with respect to the notes and our other indebtedness, 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 generally;

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

cash for working capital, capital expenditures, acquisitions or other 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 to our competitors that have proportionately less debt.

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 unsecured 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.

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. Our primary assets are our general and limited partnership interests in ONEOK Partners. As a result, our ability to make
required payments on the notes depends on the

S-9
Table of Contents
performance of ONEOK Partners and its ability to make distributions to us. The ability of ONEOK Partners to make distributions to us may be
restricted by, among other things, credit facilities and applicable state partnership laws and other laws and regulations. If we are unable to obtain
the funds necessary to pay the principal amount at maturity of the notes, we may be required to adopt one or more alternatives, such as a
http://www.sec.gov/Archives/edgar/data/1039684/000119312515296450/d64711d424b5.htm[8/20/2015 9:29:46 AM]

Final Prospectus Supplement
refinancing of the notes. We cannot assure you that we would be able to refinance the notes.

As a result of our holding company structure, the notes will be structurally subordinated to liabilities and indebtedness of our subsidiaries
and ONEOK Partners and its subsidiaries, and effectively subordinated to any of our 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 and our subsidiaries and such affiliates (including ONEOK Partners) are not prohibited under the indenture from incurring additional
unsecured indebtedness. As a result, holders of the notes will be structurally subordinated to claims of third party creditors, including holders of
indebtedness, of these 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 subsidiaries or ONEOK Partners, will generally have priority as to the assets of
our 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 subsidiaries and ONEOK Partners, including $7.7 billion of
indebtedness of ONEOK Partners.

In addition, holders of our secured indebtedness would have claims with respect to the assets constituting collateral for such indebtedness that
are prior to your claims under the notes. 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. 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, that 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.

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.

The notes are 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 Securities Act of 1933, as amended, 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 the notes, as permitted by applicable laws and regulations, they are not obligated to make a market in the notes, 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 the time or at the price you desire or at all.

An event of default may require us to offer to repurchase certain of our senior notes, including the notes offered by this prospectus, or may
impair our ability to access capital.

The indentures governing our 6.875% Senior Notes due 2028 and 6.50% Senior Notes due 2028 each include an event of default upon
acceleration of other indebtedness of more than $15 million, and the indentures governing our 4.25% Senior Notes due 2022 and 6.00% Senior
Notes due 2035 each include an event of default upon the acceleration of other indebtedness of more than $100 million. Such events of default
would entitle the trustee or the holders of 25 percent in aggregate principal amount of the outstanding senior notes of these series to declare those
senior notes immediately due and payable in full. We may not have sufficient cash on hand to

S-10
Table of Contents
repurchase and repay any accelerated senior notes, which may cause us to borrow money under our credit facilities, if available, or seek alternative
financing sources to finance the repayments and repurchases. We could also face difficulties accessing capital or our borrowing costs could
increase, impacting our ability to obtain financing for acquisitions and capital expenditures, to refinance indebtedness and to fulfill our debt
obligations.

We may be unable to repurchase the notes upon a Change of Control Triggering Event.

Upon the occurrence of a Change of Control Triggering Event unless we have exercised our option to redeem the notes in full, we will be
required to offer to repurchase the notes at 101% of their principal amount plus accrued and unpaid interest. See "Description of the Notes--
Change of Control." We cannot assure you that we will have sufficient funds available upon a Change of Control Triggering Event to make any
required repurchases of the notes. Any failure to purchase tendered notes would constitute a default under the indenture governing the notes. A
default could result in the declaration of the principal and interest on all the notes. The terms "Change of Control" and "Change of Control
Triggering Event" are defined under "Description of the Notes."

S-11
http://www.sec.gov/Archives/edgar/data/1039684/000119312515296450/d64711d424b5.htm[8/20/2015 9:29:46 AM]

Final Prospectus Supplement
Table of Contents
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 $487.1 million. We anticipate using the net proceeds from this offering, together with available
cash, to fund the purchase of additional common units of ONEOK Partners at a total purchase price of $650 million. ONEOK Partners anticipates
using the net proceeds from the sale of its common units to us, the concurrent sale of its common units to Kayne Anderson at a total purchase price
of $100 million and our $15.3 million general partnership interest contribution to repay amounts outstanding under its commercial paper program
and for general partnership purposes. See "Prospectus Supplement Summary--Purchase of ONEOK Partners Common Units."

S-12
Table of Contents
CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2015, on:

· a historical basis; and

· an as adjusted basis to give effect to our offering of the notes and the application of proceeds by ONEOK Partners to repay commercial

paper as described under "Use of Proceeds."

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 December 31, 2014 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, which are incorporated by
reference herein.

June 30, 2015

Historical

As Adjusted

(thousands of dollars)

Cash and cash equivalents of ONEOK(1)

$
173,068
$
173,068
Cash and cash equivalents of ONEOK Partners

53,125

53,125

Total cash and cash equivalents

$
226,193
$
226,193

Debt, including current maturities:

ONEOK

7.50% senior notes due 2023

$
--
$
487,135
$300 million revolving credit agreement due 2019(2)

--

--
Current maturities of long-term debt

3,000

3,000
Long-term debt, excluding current maturities

1,145,428
1,145,428

Total ONEOK debt(3)

1,148,428
1,635,563

ONEOK Partners

$2.4 billion revolving credit agreement due 2019(2)

--
$2.4 billion commercial paper program(4)

870,484

383,349
Current maturities of long-term debt

657,650

657,650
Long-term debt, excluding current maturities

6,145,972
6,145,972

Total ONEOK Partners debt

7,674,106
7,186,971

Total debt

8,822,534
8,822,534

Total ONEOK shareholders' equity

517,508

517,508
Noncontrolling interest in consolidated subsidiaries

3,481,851
3,481,851

Total equity

3,999,359
3,999,359

Total capitalization

$12,821,893
$12,821,893

(1) ONEOK expects to use cash and cash equivalents to fund the purchase of additional ONEOK Partners common units, which amounts
ONEOK Partners is expected to use to repay amounts outstanding under its commercial paper program. See "Use of Proceeds."
(2) As of June 30, 2015, ONEOK had available borrowings under its revolving credit agreement of $298 million and ONEOK Partners had
available credit facility borrowings of $1.5 billion.

http://www.sec.gov/Archives/edgar/data/1039684/000119312515296450/d64711d424b5.htm[8/20/2015 9:29:46 AM]

Document Outline

#1">
- #1">