H. Michael Krimbill – Chief Executive Officer and Chief Financial Officer Atanas H. Atanasov – Vice President of Finance and Treasurer

Ethan H. Bellamy – Robert W. Baird & Co. Matt Niblack – HITE Hedge Asset Management LLC Raymond F. Wetegrove – Majadas Investment Corporation

Good day ladies and gentlemen, and welcome to the Q3 2013 NGL Energy Partners LP Earnings Conference Call. My name is Matthew and I'll be your operator for today. At this time, all participants are in listen-only mode. We will conduct a question-and-answer session towards the end of this conference. (Operator Instructions) As a reminder this call is being recorded for replay purposes. And now I’d like to turn the call over to Mr. Mike Krimbill, CEO and CFO of NGL Energy Partners LP. Please proceed, Sir. H. Michael Krimbill: Thank you, and thanks for joining us this morning. This conference call will include some forward-looking statements and information, while NGL Energy Partners believe that its expectations are based on reasonable assumptions, there can be no assurance as such expectations will prove to be correct. A number of factors could cause actual results to differ materially from the projections, anticipated results or other expectations included in the forward-looking statement. These factors include the prices and market demand for natural gas liquids, crude oil, the level of production of crude oil, natural gas, the effect of weather conditions and demand for oil, natural gas, natural gas liquids and the ability to successfully identify and contemplate strategic acquisitions at purchase prices that are accretive to financial results and the successful integrated acquired assets and businesses. Other factors that could impact any forward-looking statements are described in risk factors in the partnerships and report in Form 10-K, quarterly report on Form 10-Q and other public filings and press releases. NGL Energy Partners undertakes no obligations to publically update or revise any forward-looking statements as a result of new information, future events, otherwise. Please see the partnerships website at www.nglenergypartners.com under Investor Relations, for reconciliations of differences between any non-GAAP measures discussed on this call and the most directly comparable GAAP financial measures. So with that, again we thank you for being here. As you know, our third and fourth quarters, our fiscal quarters which our third quarter is this quarter ending December 31, and next quarter ending March 31, 2013, our two largest EBITDA quarters and a chance for everyone to verify that we are hitting our numbers and for us to convert to some extend what this pro forma into some actual results. So with that, I would like to turn it over to our Senior VP of Finance, Atanas to go through the numbers. And after that we will open it for Q&A. Atanas H. Atanasov: Thank you, Mike. As Mike indicated we are pleased with the results for the quarter. Net income for the quarter came in at $40.5 million and $25.8 million for the nine months ended 12/31/12. Adjusted EBITDA for the quarter is $73.2 million resulting in $93.1 million of EBITDA year-to-date. The quarterly adjusted EBITDA of $73.2 million, which includes $800,000 of acquisition costs, exceeds previous guidance of $71.9 million by $1.3 million. Excluding these one-time acquisition costs, adjusted EBITDA is $74 million and exceeds our previous guidance by $2.1 million. The year-to-date adjusted EBITDA of $93.1 million includes $5.2 million of acquisition costs and if we exclude these one-time acquisition costs, the adjusted EBITDA is $98.3 million, which exceeds our guidance year-to-date by $6.5 million. If you take a look at the cash flow statements in the queue, you will notice that CapEx year-to-date is at $37.4 million. This includes approximately $8.6 million of maintenance CapEx and we expect to incur about $3.4 million in the fourth fiscal quarter for a total maintenance CapEx of $12 million for fiscal 2013. We have realized that this is lower than the $22.5 million we had previously indicated and the main driver behind the lower maintenance CapEx is the result of integrating retail propane acquisitions which has allowed us to consolidate vehicle fleets and not purchase as many new vehicles. The impact of such efficiencies is generally one-time, so going forward we anticipate our maintenance CapEx to be in the range of $20 million to $22 million for fiscal 2014. Previously we had included DCF guidance of $153 million which was based on run-rate of $210 million and this included interest expense of $35 million in maintenance CapEx of $22 million, which resulted in a distribution coverage of 1.5 times based on $1.85 distribution per unit. If we take those same numbers and simply reduce the maintenance CapEx by down to $12 million, the distribution coverage would be 1.6 times. We confirm our previous guidance of $177 million for fiscal 2013 and that number includes $5.2 million of acquisition costs. So as we said, overall we’re very, very pleased with the quarter and we expect to be in target for the remainder of the year. H. Michael Krimbill: Okay. Thank you and let's open it up for questions.

Thank you (Operator Instructions) Your first question comes from the line of Ethan Bellamy from Baird. Please proceed. Ethan H. Bellamy – Robert W. Baird & Co.: Hi, good morning gentlemen. Atanas, is there any lumpiness we should expect in maintenance CapEx for this year going forward? Atanas H. Atanasov: As I said previously in terms of maintenance CapEx, we expect to incur about $3.4 million, $3.5 million which basically will bring us to $12.5 million on the run-rate. So that’s consistent with what we’ve thought. Overall on a run-rate basis, if you look at what we’ve been saying previously, if you look at the set of assets we have, we should be at about $20 million to $25 million, but because of the fact that we have this acquisitions in the retail space and we’ve been able to consolidate the vehicle fleets, we don’t have to replace as many of the old vehicles. So going forward, roughly 10% of the run-rate which we said is $210 million, so you wind up with about $20 million to $22 million of CapEx, but we don’t anticipate we’ll have any major changes in terms of maintenance CapEx to jump to $10 million or $15 million next quarter. H. Michael Krimbill: Ethan, I would add into that. With the vehicles they’re typically purchased in the summer which is kind of first and second fiscal quarters. So we’re not spending a lot at the winter time. So there is some what of a seasonal part to it. But I think we indicated in prior calls, our 22 million, we thought was pretty conservative that it would not exceed that and obviously whatever, we’ll try to be as sufficient as we can and stay below that number. Ethan H. Bellamy – Robert W. Baird & Co.: Okay. And thank you guys for doing the Analyst Day, I thought that was pretty good, but for the benefit of the folks that couldn’t make it, Mike, could you just very, very big picture about – kind of overall strategy and game plan and internal versus third-party and then kind of where your head is in terms of how the business is going to grow? H. Michael Krimbill: Sure, this is Mike. I believe we’ve been consistent in our prior calls as well. We are looking to the water treatment and the crude oil logistic segments where the majority of the growth will be. We will grow in a much probably smaller pace in retail and NGL logistics. We’ve been very active acquisition wise as you know and we continue to look at things that make sense, but we are focused – once you have the set of assets, you can start focusing on internal growth projects. So I think referred to the $37 million of non-acquisition CapEx in the cash flow statement, so you can see where we spend $20 million something on – almost $30 million on internal growth projects which will continue to grow. And the EBITDA from those are not in our guidance yet. So when we file our 10-K, we’d expect to revise our guidance upward and then include those internal growth projects. So, I don’t know, hopefully that answers the question. Ethan H. Bellamy – Robert W. Baird & Co.: Definitely. Thank you very much Mike. I appreciate that.

And your next question comes from the line of David Askew of RBC Capital Markets. Please proceed.

Hi guys, (inaudible) here. Just wanted to ask a little bit about the Third Coast acquisition, kind of just if you can talk, is it kind of a marketing margin or is it a fee based margin and maybe what kind of volumes it could add to the crude volumes there? H. Michael Krimbill: The acquisition was based on the fee margin, so that was repeatable. I think historically the barge business was oil and crude for others. So we will continue doing that getting the fee and but when there is an opportunity for us to purchase the crude and pick up the spreads, we will do that as well. It’s not a – I don't know that we actually disclosed that what we purchased but I believe it's four tows and about 10 barges. So you might say we’re kind of starting up small. We will use those both in South Texas and at the Puerto Rico and Tulsa. And then we’ll look to expand the fleet if we have more opportunities.

Great that's helpful and then I guess just generally on the crude volumes, they were kind of flat sequentially despite the addition of Pecos and maybe some of the other smaller operations there. So I was wondering if you could kind of touch on that a little bit? H. Michael Krimbill: Yes actually, our volumes, I think what you generally see like if you look at the queue you will see that it’s 7.6 million barrels for the quarter, but that doesn't include all the barrels that we touch. If you look at basically where we are today, we're close to 125,000 barrels a day of crude oil that we touch, which is both sales and transportation. So we have a much higher run rate if you will and which is consistent with what we’ve been presenting previously. But again in the queue, strictly if you look at the number that's purely barrels that we have sold but not necessarily touched.

Okay, so you said, you touch about 125,000 a day. I mean is that a pretty good run rate to assume or I mean there is something with the barge acquisition as well. Atanas H. Atanasov: With the barge acquisition that rate is going to go up.

Okay. Thank you for that. I guess just lastly, our sale of propane margins were very good. So just wondering if you could talk about, how much of that is related to some of the catch up in terms of the weighted average cost accounting. The things you guys had in the past two quarters, and how much is may be just lower benchmark pricing and then maybe how much is optimization and then further could you give us a sense of what is assumed in the $210 million run-rate EBITDA guidance in terms of propane margin there? H. Michael Krimbill: Is that retail or wholesale or…

When you say margins… H. Michael Krimbill: Looking at the wholesale propane NGL margins. Atanas H. Atanasov: Yes. H. Michael Krimbill: You want to do this. Go ahead. Atanas H. Atanasov: Yes, if you look at our wholesale margins in general, when we look at wholesale this is what we have now indicated doing the Analyst Meeting in Denver. We are looking at $0.020 to $0.025 in general, closer to $0.02 on wholesale per gallon. If you look at our margins this quarter they are higher than that, of course at $0.05 and like you correctly pointed out, part of that is catch up for the weighed COG, the weighted average cost of good sold. So that’s a catch up with some of the loss that we – timing loss that we had experienced in previous quarters. Another component that has showed the margin is the presales, because we are on track of going all of our presales through the end of this year. About more than two-thirds of those have been gone through 12/31 and generally the presold gallons carry a high margin than your normal rack sales. So instead of having $0.025, you may have $0.05, $0.06, $0.07 or $0.10, so that’s what helped the margins for the quarter and we expect the trend to continue through the end of the quarter ended 03/31 as all of those presold volumes get called. And so far, we are ahead of schedule on the presales. As we’ve talked before, one of the good things about our wholesale propane business is the fact that we have a natural hedge to those presold volumes because we are looking to a margin, generally we try to pre-sell 20% to 25% of our wholesale volumes and they get pulled by the end of the fiscal year or 12/31. H. Michael Krimbill: Regardless of the weather. Atanas H. Atanasov: Regardless of the weather.

That’s helpful. Thank you. I promise, just one more. Have you guys done any more acquisitions, since the quarter, you guys talked last quarter, you kind of give us the number of what you have done, is there anything similar here? Atanas H. Atanasov: We have not made any acquisitions in January or February to-date.

Okay. Atanas H. Atanasov: Next question?

Thank you for that. (Operator Instructions) And your next question comes from the line of Matt Niblack from HITE. Please proceed. Matt Niblack – HITE Hedge Asset Management LLC: Just a follow up on that question about acquisitions, it sounds like you're not having done any in the first month and a half years, is that reflective of a change of focus to the more internal opportunities at the other segments or any slowdown in the availability of the profile of acquisitions you're looking at or is it just sort of anomaly? H. Michael Krimbill: Well it's nice that you have a month not having an acquisitions become an anomaly. But it’s novel change in strategy at all, we are all constantly evaluating opportunity which we still are. I think part of it is just this time of the year when a lot of deliveries are going on, a lot of activity, then folk are really focused on delivering for their customer and not as involved in selling their businesses. So we actually are delighted we've got a couple of months here to integrate and make sure we don't make any mistakes and then so far everything is going well, the numbers are proving that, but we'd expect to start up acquisition activity as soon as we can and may not be until the first quarter of '14 which starts in April. Matt Niblack – HITE Hedge Asset Management LLC: Right, right, well – yeah, certainly the numbers reflect especially that integrating. So congratulations on that. Now as you are evaluating acquisitions, is it predominantly in the propane area as you focus on the internal projects in crude and water or are you evaluating things in those segments as well. H. Michael Krimbill: It's predominantly water and crude. We have some of our internal growth projects, focused on our terminals. Matt Niblack – HITE Hedge Asset Management LLC: Right. H. Michael Krimbill: We've been, I'll say upgrading terminals to handle both butane and propane in the past, and may even only handle propane. We've been upgrading in the Northeast, so that we can bring in more propane. So water, I guess is one where we have done a fair bit of internal growth projects as well, but we are all constantly evaluating opportunities to acquire assets. Matt Niblack – HITE Hedge Asset Management LLC: Okay. And then lastly maybe comment on your financing strategy for the year and what presume that there is not a major acquisition, but to this point, you focus predominantly on financing at least the smaller acquisitions with things like share exchanges up until the larger equity offering that you did in December. It may reflect on what you see as your financing strategy going forward? H. Michael Krimbill: Sure. We have upsized our revolver to $770 million. That gives us about $100 million of dry powder. This is the time of the year when we will pay down our acquisition line and you can guys can look at 210 and minus the interest and maintenance of 12ish. So we think we probably paid down debt, $40 million or $50 million. We do have the ability to increase the acquisition facility by another $50 million. So we got all that up or probably around 200 availability in the next couple of months. And then we are obviously we have folks that we purchase or merge with it or interested in our equity. So that would be some additional dry powder you might say. And then we are evaluating the markets to see, does it make sense to – if we need additional capital, do we go out and do some more private placements, there is a high yield deal that would be more attractive. One with an equity issuance to the public was attractive. At the current price of $24 to $25, that’s not attractive at all. Matt Niblack – HITE Hedge Asset Management LLC: Right, right. We certainly agree that the price should be higher and so I appreciate that. Okay, it was very helpful. Thank you.

Thank you. The next question is from the line of Raymond Wetegrove from Majadas Investment Corporation. Please proceed. Raymond F. Wetegrove – Majadas Investment Corporation: Yes, good morning gentlemen. H. Michael Krimbill: Good morning. Raymond F. Wetegrove – Majadas Investment Corporation: I joined the call late, I apologize. Could you give a little color on your acquisition in the barge business in December? Because I just heard a little bit about what you had addressed and understand I think I caught the part where you touched 125,000 barrels per day. Hope that that number is going to go up. H. Michael Krimbill: Exactly. The barge business was – one of our strategies certainly in the logistics segments is to go from the producer all the way to the end market. And what we were missing, it was the barge part of that. We have two ports that we ship out of, one on the Arkansas and one down in Texas, and we were having to lease barges, so we think it’s very attractive, it allows us to get more of the spreads on the crudes if we own the barges. So we put our toe in the water, I guess you’d say, we had four tows and 10 barges, we’ll be using those in our two ports. And then if it looks attractive, we will grow that fleet. Raymond F. Wetegrove – Majadas Investment Corporation: So this is your first foray then into the actual ownership of barges and tows. H. Michael Krimbill: Correct. Raymond F. Wetegrove – Majadas Investment Corporation: Okay, that's very helpful. Thank you.

Thank you for you questions. With no other questions, we will conclude this call. I’d like to hand over to Mike Krimbill, for the closing remarks. H. Michael Krimbill: Well, again we are very pleased with the quarter. I think we are off to a good start in the fourth fiscal quarter, as we actually had some fairly good weather in January. And so we again – we expect it to be on target or exceed our guidance that we gave you previously. So thank you very much for your time and we'll talk to you again in a few months.

Thank you, Mike. Ladies and gentlemen that's the end of your conference call today and this concludes your presentation. You may now disconnect. Good day.