11-K 1 oke401kplan11-k2020.htm OKE 401(K) PLAN 11-K 2020 Document




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549





FORM 11-K



X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020

OR

_ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_______________to_______________



Commission file number 001-13643


A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

ONEOK, INC. 401(k) PLAN



B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

ONEOK, Inc.
100 West Fifth Street
Tulsa, Oklahoma 74103





ONEOK, INC. 401(k) PLAN
TABLE OF CONTENTS

The following financial statements and schedule prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and exhibits are filed for the ONEOK, Inc. 401(k) Plan:

All other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA are omitted as they are inapplicable or not required.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



ONEOK, Inc. Audit Committee
ONEOK, Inc. Benefit Plan Administration Committee and Plan Participants
ONEOK, Inc. 401(k) Plan
Tulsa, Oklahoma


Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the ONEOK, Inc. 401(k) Plan (the Plan) as of December 31, 2020 and 2019, the related statement of changes in net assets available for benefits for the year ended December 31, 2020, and the related notes to the financial statements (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis of Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Report on Supplemental Information

The supplemental information in the accompanying Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2020, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in
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conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2020, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.


/s/ BKD, LLP

We have served as the Plan’s auditor since 2005.

Tulsa, Oklahoma
June 23, 2021

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ONEOK, INC. 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 2020 and 2019
(In thousands)

20202019
Investments, at fair value (Note 3)$673,956 $671,097 
Receivables:
Employer contributions6,343 11,089 
Notes receivable from participants11,445 10,706 
Total receivables17,788 21,795 
Net assets available for benefits$691,744 $692,892 

See accompanying Notes to Financial Statements.

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ONEOK, INC. 401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2020
(In thousands)

Investment income:
Net depreciation in fair value of investments$(31,076)
Dividends31,497 
Total investment income421 
Interest income on notes receivable from participants494 
Contributions:
Participants28,068 
Employer27,057 
Rollovers3,689 
Total contributions58,814 
Benefits paid to participants(60,877)
Net decrease in net assets available for benefits(1,148)
Net assets available for benefits, beginning of period692,892 
Net assets available for benefits, end of period$691,744 

See accompanying Notes to Financial Statements.

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ONEOK, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 2020

(1)    Description of Plan

A brief description of the ONEOK, Inc. 401(k) Plan (the Plan) follows and is provided for general information only. Participants should refer to the entire plan document for complete information.

(a)    General

The Plan is administered by the ONEOK, Inc. Benefit Plan Administration Committee (the Plan Administrator) and is provided for the benefit of the employees of ONEOK, Inc. and its subsidiaries (ONEOK or the Company). The Plan is a defined contribution plan that covers all employees of the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

(b)    Participation and Contributions

An eligible employee can begin participation in the Plan as of their date of hire and is enrolled automatically at a 6% pretax contribution rate, unless the employee opts out of the Plan or elects a different contribution rate. There is no minimum service or age requirement for participation. Participants may make pretax and/or Roth 401(k) contributions of any whole percentage of their eligible compensation up to a combined maximum of 50% if certain contribution limitations are not exceeded. In addition to pretax and/or Roth 401(k) contributions, participants may make after-tax contributions of any whole percentage of their eligible compensation up to a maximum of 6%. Earnings on these contributions are taxable at the time of distribution.

Effective April 1, 2019, participants’ pretax contributions and/or Roth 401(k) contributions automatically increase annually by 1% until the participants’ contribution percentage reaches 10%. Additionally, participants with a contribution rate of less than 6% had a one-time contribution rate increase to 6%. Participants may opt out of the automatic increases or elect a different contribution rate.

Participants age 50 and older before the end of the calendar year may make an additional pretax or Roth 401(k) catch-up contribution in excess of the 2020 Internal Revenue Service (IRS) limit of $19,500. The maximum catch-up contribution allowed in 2020 was $6,500.

Employees are eligible for Company matching contributions immediately upon enrollment in the Plan. The Company matches pretax, Roth 401(k), catch-up and/or after-tax contributions up to a combined maximum of 6% of eligible compensation each pay period.

For the profit sharing contribution feature of the Plan, an eligible employee can begin participation on his or her date of hire. There is no minimum service or age requirement for participation.

The Company may, and generally expects to, make a profit sharing contribution to the Plan each calendar quarter that will result in an allocation to each participant’s account equal to 1% of the participant’s eligible compensation for that quarter. A participant must be actively employed on the last day of the calendar quarter or have terminated due to retirement, total disability or death during the quarter to qualify for the contribution. The Company may also make an additional discretionary profit sharing contribution to the Plan at year-end. Participants must be actively employed on the last day of the year or have terminated due to death, total disability or retirement during the year to receive an annual discretionary contribution.

The Plan is a defined contribution plan subject to limits on the total combined employee and employer annual contributions. For 2020, the maximum for employee and employer combined annual contributions was the lesser of 100% of the participant’s base earnings or $57,000, pursuant to the Internal Revenue Code (the Code) section 415 (c)(1)(A). These limits may be adjusted periodically by the IRS.

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(c)    Participant Accounts

Participants have the right to direct the investment of their account balances, including their contributions, deferrals and the Company’s matching and profit sharing contributions. If no investment option is elected by a participant, the funds in the participant’s account are invested in the Vanguard Institutional Target Retirement Fund maturing closest to the year in which the participant will attain age 65. Participants may direct the investment of their account balances to more than one option. However, the minimum investment that can be directed to any one option is 1%, and whole increments of 1% must be used.

Participants may direct the sale or other disposition of securities in their account and may change their investment elections with Fidelity Management Trust Company (Plan Trustee) on a daily basis except during scheduled suspension periods. Neither the Company nor the Plan Trustee guarantees the value of the investments nor do they indemnify any participant against any loss that may result from such investments.

All interest, dividends and other income received by the Plan Trustee and all gains and losses from the sale of securities are credited or charged to the respective participant’s account. Brokerage commissions, transfer taxes, and other charges and expenses in connection with the purchase or sale of securities for the Plan are either added to the cost of the securities purchased or deducted from the proceeds of the sale. The cost charged to a participant’s account for each share of ONEOK common stock purchased is 2.9 cents.

ONEOK dividends are subject to ONEOK Board of Directors (Board) approval and are generally paid quarterly. A record date for determining the shareholders entitled to receive a quarterly dividend is set by the Board.

Certain mutual fund companies have implemented market-timing restrictions designed to protect the long-term investors in the mutual fund. These restrictions limit the number of exchanges an investor may initiate within a given period of time, and certain funds charge a redemption fee. Regularly scheduled sales to fund distributions to Plan participants and purchases from payroll contributions are not subject to the restrictions.

If a participant is an officer or an employee in certain designated work groups (regardless of the level of position), the participant must obtain approval of all trading activity in the participant’s Plan account that involves ONEOK common stock prior to the execution of the transaction. For these employees, there are specific periods during which the participant may buy or sell ONEOK common stock during the year. Generally, these periods begin three days after the public release of quarterly or annual financial results for ONEOK and continue until the first day of the following calendar quarter.

(d)    Vesting

Company contributions to a participant account and dividends and interest, if any, attributable to the participant account are immediately and fully vested for the benefit of that participant upon receipt by the Plan Trustee (subject to subsequent loss, if any, through a decline in the market value of investments).

(e)    Distributions and Withdrawals

Participants may borrow from the Plan a minimum of $1,000 with a maximum amount not to exceed $50,000 or 50% of the participant’s nonforfeitable eligible account balance, whichever is less. Participant loans are reflected as notes receivable from participants in the Statements of Net Assets Available for Benefits. The Plan allows a participant up to two loans per account at any time. Profit sharing contributions are not eligible for loans.

The participant loans have a repayment schedule not to exceed 60 months, with the exception of proceeds used to purchase a principal residence, in which case the term of the loan repayment may be for a period not to exceed 120 months. The participant has the option to repay the loan in full at any time without penalty.

The interest rate on a participant loan is determined at origination and remains the same throughout the term of the repayment schedule. Interest rates on the participant loans at December 31, 2020, ranged from 3.25% to 5.50%.

In-service withdrawals from a participant’s account are permitted under specific circumstances, as follows:
•After-tax employee contributions may be withdrawn for at least $500 or the full value of the participant’s after-tax contributions if less than $500. There is a six-month suspension of Company matching on new
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contributions by the participant into the Plan for all after-tax withdrawals, unless the participants reach age 59½.
•Unlimited in-service withdrawals are permitted when participants reach age 59½ and have completed five years of Plan participation, at any time and for any reason, without qualifying for a hardship withdrawal or suspending Plan contributions or Company matching contributions.
•Former Western Resources, Inc. employees have grandfathered withdrawal options based on their account balances as of January 11, 1999. A withdrawal using these grandfathered withdrawal options results in a six-month suspension of Company matching on new contributions by the participant into the Plan.

As a result of the Bipartisan Budget Act of 2018, effective January 1, 2019, the requirement to exhaust loan distributions prior to receiving a hardship distribution was removed from the Plan. Additionally, participants are not suspended from making contributions to the Plan or from receiving Company matching contributions as a result of a hardship withdrawal. Profit sharing and Company matching contributions are not eligible for hardship withdrawals.

In 2020, the World Health Organization declared the novel strain of coronavirus disease 2019 (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide, which contributed to a massive economic slowdown and volatility in the financial markets. The economic uncertainties have impacted the market price of ONEOK’s common stock and other Plan assets. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law, and the Plan opted into provisions of the CARES Act that permit 401(k) penalty-free withdrawals of up to $100,000 or 100% of the participants’ account balance, whichever is less, and deferred loan payments available to qualifying participants for the year ended December 31, 2020.

The full value of the participant’s Plan account balance becomes payable if any of the following occur:
1.the participant retires or otherwise terminates employment with the Company, for any reason;
2.the participant dies;
3.the Plan is terminated; or
4.the Plan is modified in such a way that it adversely affects the participant’s right to the use of or withdrawal from the account.

If a participant retires or otherwise terminates employment with the Company and the total account balance is more than $5,000, the participant may leave the balance in the Plan, make a direct rollover from the Plan to another employer’s qualified retirement plan or an Individual Retirement Account (IRA) or receive a single lump-sum payment from the Plan as soon as administratively possible after leaving the Company. If the participant’s account balance does not exceed $5,000, the full value of the account will be distributed to the participant as soon as administratively possible, unless the participant directs a rollover to another employer’s qualified plan or an IRA. If the participant does not request a distribution and the account balance is less than $1,000, a lump-sum cash payment will be made. If a distribution is not requested and the balance is between $1,000 and $5,000, the account balance will be transferred to an IRA established on behalf of the participant.

Effective January 1, 2020, participants may elect, in lieu of a single lump-sum payment, to receive distributions under a systematic withdrawal plan providing for cash installment payments payable annually, semi-annually, quarterly, monthly or other periodic time period as permitted by the Plan and as designated by the participant.

If a participant receives a lump-sum distribution from the Plan, the IRS requires the Plan to automatically withhold 20% for federal income taxes, which is submitted to the IRS by the Plan Trustee on behalf of the participant. In addition to federal income taxes, some states require mandatory withholding of state income taxes on taxable distributions. The 20% federal income taxes and applicable state income taxes are not withheld if a participant elects to make a direct rollover of the distribution to an IRA or another employer’s qualified retirement plan. An additional 10% excise tax generally will be imposed on the taxable portion of distributions or withdrawals unless the participant has reached age 59½, or separates from the Company after attainment of age 55.

Effective January 1, 2019, all dividends paid on ONEOK, Inc. common stock are reinvested in ONEOK, Inc. common stock. Dividends reinvested are considered contributions but are not subject to Plan limits or limits
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under applicable rules of the IRS. Any dividends paid that are considered a return on capital are generally treated as a reduction in the basis of the participants’ shares held in the Plan.

(f)    Plan Termination

Although it has not expressed any intent to do so, the Company has the right to terminate the Plan at any time subject to the provisions of ERISA. Upon termination of the Plan, each participant would receive distribution of the entire balance of their Plan account.

(2)    Summary of Significant Accounting Policies

(a)    Basis of Presentation

The accompanying financial statements of the Plan have been prepared on an accrual basis of accounting.

(b)    Investment and Notes Receivable Valuation and Income Recognition

Quoted market prices, if available, are used to value the investments included in the ONEOK, Inc. 401(k) Plan Trust (the Trust) for the years ended December 31, 2020 and 2019. Notes receivable from participants are stated at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are recorded as a distribution based upon the terms of the Plan document.

Purchases and sales of investments are recorded on a trade-date basis. Dividend income is recorded as of the ex-dividend date and is allocated to participants’ accounts on the date of payment. This activity is reflected in investment income on the accompanying Statement of Changes in Net Assets Available for Benefits.

The Plan provides for investments in various investment securities that, in general, are exposed to risks, such as interest rate, credit and overall price and market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the value of investment securities held in participants’ accounts will occur in the near term and that such changes could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.

(c)    Administrative Costs

All costs and expenses for administering the Plan, including expenses of the Plan Administrator and fees and expenses of the Plan Trustee, excluding costs paid by the participant, which include loan origination fees, brokerage commissions, investment fund expense ratios, redemption fees and transfer taxes applicable to investment of securities or investments acquired or sold for a participant’s account, are paid by the Company or the Plan as provided by the plan document. For the year ended December 31, 2020, the Company paid all costs and expenses for administering the Plan, excluding costs and expenses paid (directly or indirectly) by Plan participants, and the Company has not sought reimbursement from the Plan.

(d)    Payment of Benefits

Benefits or withdrawals are recorded when paid.

(e)    Income Taxes

The Plan is intended in all respects to be a qualified plan under the Code. The Plan received a favorable determination letter from the IRS dated October 22, 2013, stating that the Plan document was in compliance with applicable requirements of the Code.

The Plan is amended from time to time to conform to changes in applicable law and to reflect discretionary changes in plan design approved by the ONEOK, Inc. Benefit Plan Sponsor Committee. The Plan Administrator believes that the Plan and the Trust remain in documentary compliance with the tax qualification requirements of the Code.

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(f)    Use of Estimates

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires a number of estimates and assumptions by the Plan Administrator relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.

(g)    Fair Value of Plan Assets

Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan utilizes a fair value hierarchy that prioritizes inputs to valuation techniques based on observable and unobservable data and categorizes the inputs into three levels. The levels of the hierarchy are described below.
•Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
•Level 2 - Significant observable pricing inputs other than quoted prices included within Level 1 that are, either directly or indirectly, observable as of the reporting date. Essentially, this represents inputs that are derived principally from or corroborated by observable market data; and
•Level 3 - May include one or more unobservable inputs that are significant in establishing a fair value estimate. These unobservable inputs are developed based on the best information available and may include our own internal data.

All assets are held in the Trust for the years ended December 31, 2020 and 2019. See Note 3 for discussion of recurring fair value measurements of the Trust. There were no changes in valuation methods for the year ended December 31, 2020.

(h)    Recently Issued Accounting Standards Update

Changes to generally accepted accounting principles are established by the Financial Accounting Standards Board (FASB) in the form of Accounting Standards Updates (ASU) to the FASB Accounting Standards Codification. The Plan considers the applicability and impact of all ASUs. There were no recently issued ASUs adopted by the Plan for the year ended December 31, 2020.

(3)    Investments

The following tables set forth the Trust recurring fair value measurements for each level within the fair value hierarchy at the periods indicated:
December 31, 2020
Level 1Level 2Level 3Total
(In thousands)
Assets
Money market fund$14,140 $— $— $14,140 
Mutual funds (a)486,093 — — 486,093 
Common stock of ONEOK, Inc.156,783 — — 156,783 
Common stock of ONE Gas, Inc.16,940 — — 16,940 
Total investments, at fair value$673,956 $— $— $673,956 
(a) - Party-in-interest transactions include investment in the Fidelity Balance K fund of $32.8 million at December 31,
2020.

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December 31, 2019
Level 1Level 2Level 3Total
(In thousands)
Assets
Money market fund$18,078 $— $— $18,078 
Mutual funds (a)429,077 — — 429,077 
Common stock of ONEOK, Inc.199,921 — — 199,921 
Common stock of ONE Gas, Inc.24,021 — — 24,021 
Total investments, at fair value$671,097 $— $— $671,097 
(a) - Party-in-interest transactions include investment in the Fidelity Balance K fund of $28.7 million at December 31,
2019.

(4)    Party-in-Interest Transactions

Party-in-interest transactions include those with fiduciaries or employees of the Plan, any person who provides services to the Plan, an employer whose employees participate in the Plan, an employer organization whose members participate in the Plan, a person who owns 50% or more of such an employer or employee association, or relatives of such persons. Transactions in the Trust are managed by the Plan Trustee and Fidelity Investments Institutional Operations Company (Fidelity Investments), the Plan’s record keeper, and therefore transactions with the Plan Trustee and Fidelity Investments qualify as party-in-interest transactions. Additionally, certain investments held within the Trust are in ONEOK, Inc. common stock and the Fidelity Balance K fund, and therefore these transactions qualify as party-in-interest transactions. Participant loan transactions qualify as party-in-interest transactions. Each party-in-interest transaction with the Plan is intended to satisfy a statutory or regulatory exemption so as to avoid constituting a nonexempt prohibited transaction under ERISA.

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ONEOK, INC. 401(k) PLAN
EIN 73-1520922 PLN 002
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2020
(In thousands)

Column (a)Column (b)Column (c)Column (d)Column (e)
Party-in-
Interest
Identification		Identity of Issuer
Borrower, Lessor
or Similar Party		Description of Investment,
Including Maturity Date,
Rate of Interest, Par or
Maturity Value		Cost**Current
Value
American Century Emerging Markets R6Mutual Fund$2,043 
Dodge and Cox International Stock FundMutual Fund17,150 
Dodge and Cox Stock FundMutual Fund17,608 
*Fidelity Balanced KMutual Fund32,817 
JPMorgan Large Cap Growth Fund Class R6Mutual Fund37,122 
JPMorgan Small Cap Equity Select FundMutual Fund33,688 
PIMCO Total Return Fund #35Mutual Fund15,759 
TCW Total Return Bond FundMutual Fund5,121 
Vanguard Extended Market Index Fund AdmiralMutual Fund3,241 
Vanguard FTSE All-World ex-US Index FundMutual Fund1,265 
Vanguard Institutional Index FundMutual Fund53,092 
Vanguard Institutional Target Retirement IncomeMutual Fund943 
Vanguard Institutional Target Retirement 2015Mutual Fund3,805 
Vanguard Institutional Target Retirement 2020Mutual Fund16,362 
Vanguard Institutional Target Retirement 2025Mutual Fund22,961 
Vanguard Institutional Target Retirement 2030Mutual Fund24,853 
Vanguard Institutional Target Retirement 2035Mutual Fund21,851 
Vanguard Institutional Target Retirement 2040Mutual Fund28,270 
Vanguard Institutional Target Retirement 2045Mutual Fund27,520 
Vanguard Institutional Target Retirement 2050Mutual Fund30,466 
Vanguard Institutional Target Retirement 2055Mutual Fund28,233 
Vanguard Institutional Target Retirement 2060Mutual Fund3,233 
Vanguard Institutional Target Retirement 2065Mutual Fund899 
Vanguard PrimecapMutual Fund53,611 
Vanguard Total Bond Market Index FundMutual Fund4,180 
Vanguard Federal Money Market FundMoney Market Fund14,140 
*ONEOK, Inc. Common Stock156,783 
ONE Gas, Inc. Common Stock16,940 
*Notes receivable from participantsNotes receivable from participants at interest rates ranging from 3.25% to 5.50% and various maturities through 203011,445 
Total$685,401 
* Party-in-interest.
** This column is not applicable to participant-directed investments.

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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the ONEOK, Inc. 401(k) Plan has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.

ONEOK, Inc. 401(k) Plan
ONEOK, Inc.
Date: June 23, 2021By:/s/ Walter S. Hulse III
Walter S. Hulse III
Chief Financial Officer, Treasurer and
Executive Vice President, Strategy
and Corporate Affairs
(Principal Financial Officer)

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EXHIBIT INDEX


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