Dan Harrison – VP, IR and Public Affairs John Gibson – Chairman, President and CEO Robert Martinovich – SVP, CFO and Treasurer Pierce Norton – COO Terry Spencer – COO, ONEOK Partners

John Tysseland – Citigroup Carl Kirst – BMO Capital Markets Ted Durbin – Goldman Sachs Michael Blum – Wells Fargo Helen Ryoo – Barclays Capital Becca Followill – US Capital Advisors Yves Siegel – Credit Suisse Ross Payne – Wells Fargo Bernie Colson – Global Hunter Christine Cho – Barclays Craig Shere – Tuohy Brothers Louis Shamie – Zimmer Lucas Christopher Sighinolfi – UBS Mark Reichman – Simmons

Good day and welcome to the ONEOK and ONEOK Partners 2012 First Quarter Earnings Call. Today’s conference is being recorded. At this time, I would like to turn the conference over to Mr. Dan Harrison. Please go ahead, sir.

Thank you very much. Good morning, everyone, and thanks for joining us. A reminder that statements made during this call that might include ONEOK or ONEOK Partners’ expectations or predictions should be considered forward-looking statements, and are covered by the Safe Harbor provision of the Securities Acts of 1933 and 1934. Actual results could differ materially from those projected in any forward-looking statements. For a discussion of factors that could cause actual results to differ, please refer to our SEC filings. And now, I’ll turn the call over to John Gibson, Chairman and CEO of ONEOK and ONEOK Partners. John?

Thanks, Dan. Good morning and many thanks to you all for joining us today. We always appreciate your continued interest and investment in ONEOK and ONEOK Partners. Joining me this morning are Rob Martinovich, our Chief Financial Officer, who will review our quarterly financial performance and update our three-year growth forecast; Pierce Norton, our Chief Operating Officer, who will review the operating performance of ONEOK and ONEOK Partners and update you on the partnership’s growth projects; and Terry Spencer, our President, who will discuss our NGL supply and demand outlook, followed by an update on our new Bakken Crude Express Pipeline. On this morning’s call, I will briefly review our first quarter results, discuss our rationale for building the crude oil pipeline out of the Bakken and then conclude with some perspective on our updated three-year growth forecast. Let’s start with our first quarter performance. Again, ONEOK Partners turned in an exceptionally strong performance, while our Natural Gas Distribution segment turned in slightly lower results, and our Energy Services segment reported a loss because of the continued decline in natural gas prices. Pierce will provide more detail on each segment’s operating performance in just a few minutes. We remain confident with our 2012 earnings guidance ranges for both ONEOK and ONEOK Partners. Although it’s still early in the year, we expect the continued strong performance at the partnership to offset the weaker performance at Energy Services. Now, a few comments about our Bakken Crude Express Pipeline. Building this crude oil line is consistent with our vision statement, which includes applying our core capabilities of gathering, processing, fractionating, storing, marketing and distributing the natural gas, natural gas liquids, and other energy commodities. Our physical presence in the Bakken provides us a unique opportunity to apply our capabilities to crude oil. It’s very similar to what we did when we entered the NGL business more than a decade ago. Whenever we evaluate opportunities, whether they’re capital projects or new business ventures, we answer three questions. First, how does the opportunity fit with our vision? Second, what is our competitive advantage? And finally, are we creating value for others besides ourselves? In this case, the opportunity fits our vision very well. We believe our unique knowledge of the Bakken, the presence of our existing assets, our relationships with producers and our strong commercial, construction and operating capabilities represent a competitive advantage that will create value, not only for investors, but also for producers and refiners. For producers, this new pipeline provides a reliable mode of transportation at a lower cost versus other alternatives. It allows them to increase their net backs and receive the benefits of their high-quality crude oil. Demand for light, sweet crude has never been greater. Despite improved technology to refine heavier, sour crudes, light sweet crude is still refiners’ preferred feedstock. This new platform also is a – excuse me, this new pipeline also is a platform for future growth, creating additional opportunities to provide services to producers and refiners. As Terry will discuss later, we are well on our way to securing the supply commitments to make this pipeline economically viable. Consistent with our past practice, we only announce projects in which we have a high degree of confidence that we can secure producer commitment. Rob will now review ONEOK’s financial highlights, and then Pierce will review ONEOK’s operating performance. Rob?

Thanks, John, and good morning, everyone. ONEOK’s first quarter net income was $122.9 million compared with $130.9 million for the same period last year, due mostly to losses in the Energy Services segment as a result of the continued decline in natural gas prices. This quarter included a non-recurring, non-cash $10.3 million or $8.5 million after-tax goodwill impairment charge that reduced Energy Services’ goodwill balance to zero, and a required $29.9 million non-cash reclassification of deferred losses to earnings on certain financial contracts related to our Storage business. This loss is similar to an LCM, or lower of cost or market charge on inventory that you may be familiar with. However, this charge relates to losses on purchase hedge contracts rather than on physical inventory. We still have gains that will be recognized in earnings during the 2012, 2013 heating season. In February 2012, we sold ONEOK Energy Marketing Company, a natural gas retail marketing business, to Constellation Energy Group. We received net proceeds of approximately $32 million and recognized an after-tax gain on the sale of approximately $13.3 million. During the quarter, ONEOK invested approximately $460 million to acquire an additional 8 million common units from ONEOK Partners in a private placement transaction. ONEOK also contributed approximately $19 million to maintain its 2% general partner interest, demonstrating our bullish view on ONEOK Partners’ future growth. ONEOK’s first quarter 2012 stand-alone cash flow, before changes in working capital, exceeded capital expenditures and dividend payments by $69.2 million. As the general partner and significant limited partner owner, ONEOK will receive $107 million in distributions from ONEOK Partners for the first quarter, a 32% increase from the same period last year. We also reaffirmed our 2012 guidance with net income expected to be in the range of $360 million to $410 million. The continued strong performance at ONEOK Partners, especially from its natural gas liquids business, should offset the lower results from Energy Services. We expect ONEOK’s net income to grow approximately 18% annually from our 2012 guidance through 2014, as incremental earnings from the growth at ONEOK Partners flow to ONEOK. In April, we declared a dividend of $0.61 per share, unchanged from the previous quarter. Subject to board approval, we expect to increase the dividend $0.05 per share in July. We also expect the dividend to grow by approximately 40% between 2012 and 2014, following an 18% increase from 2011. ONEOK’s liquidity position is good. At the end of the first quarter, on a stand-alone basis, we had $419.8 million of commercial paper outstanding, $34.5 million of cash and cash equivalents, $188.5 million of natural gas in storage, $778.2 million available under our $1.2 billion credit facility, and our total debt-to-capitalization ratio was 49%. ONEOK’s significant cash flow and outstanding liquidity position continue to give us incredible financial flexibility. Since ONEOK Partners announced the Bakken Crude Express Pipeline, we’ve been asked if this project changes our uses or preferences of ONEOK’s free cash flow. The short answer is no. ONEOK remains committed to providing sustainable value to our shareholders and solidifying our position as an attractive investment, whether it’s by increasing our dividend, repurchasing ONEOK stock and/or purchasing additional units of ONEOK Partners. We have used all of these options, and don’t view them as mutually exclusive, and are fortunate to have the financial capability to do one or more under favorable conditions. Now, Pierce will update you on ONEOK’s operating performance.

Thanks, Rob, and good morning. Let’s start with our Natural Gas Distribution segment. First quarter 2012 earnings were slightly lower because of higher depreciation expense primarily related to the installation of automated meter reading devices last year. The warmer weather reduced some of the commercial customer transportation demand that is not subject to weather normalization. But these decreases were partially offset by higher rates in Texas as a result of regulatory activity. Now, a brief regulatory update; Kansas Gas Service plans to file a rate case this month that will include rate design options, further reducing our volumetric sensitivity in this area. In March 2012, Oklahoma Natural Gas filed a performance-based rate change application seeking to increase base rates by $16.2 million, resetting our regulated return on equity to 10.25%, which is slightly below the current approved 10.5%. A hearing with the commission is set for the end of June. Now, a brief business overview of Energy Services. As we have said on previous earnings calls, we are aligning or right-sizing the transportation and storage capacity to serve our premium services customers, which means we are turning back or renegotiating transportation and storage rates. By 2015, approximately 90% of the storage capacity and more than 75% of the transport capacity will expire, providing an opportunity to either renew them at lower rates or cancel the leases. For example, we did not renew 35 million cubic feet per day of transportation capacity that expired in the first quarter and an additional 46 million cubic feet per day that expired on April 1. We do not plan to renew another 60 million cubic feet per day that will expire in the fourth quarter of this year. We began this year at just over 1.1 billion cubic feet per day of transportation capacity, and we’ll exit the year at around 0.97 billion cubic feet per day. As disclosed in our last analyst call, we still expect to reduce our targeted leased transportation capacity down to 0.8 billion cubic feet per day and our lease storage capacity to 60 billion cubic feet by 2015. John, that concludes my remarks for ONEOK.

Thank you, Pierce. Now Rob will review ONEOK Partners’ financial performance. Then, Pierce will come back to review the partnership’s first quarter operating performance and growth projects, which I’m pleased to say, are on time, on budget and continue to attract additional supply commitments.

Thanks, John. In the first quarter, ONEOK Partners’ net income increased 58% compared with the first quarter of 2011. ONEOK Partners reported net income of $238.8 million or $0.91 per unit compared with last year’s first quarter net income of $150.9 million or $0.58 per unit. Distributable cash flow increased 51% compared with the first quarter last year, resulting in a coverage ratio of 1.74 times. The higher earnings and resulting higher coverage ratio were primarily due to strong NGL optimization margins, increased NGL volumes transported and fractionated and increased natural gas gathering and processing volumes from the growth in the Williston Basin, including the startup of the Garden Creek plant in late December. In 2008, when commodity prices were at record levels, we used the incremental cash flow to finance a portion of our $2 billion capital investment program that was completed in 2009, and we plan to use a portion of the incremental cash flow likewise in 2012 to help fund our more than $5 billion capital growth program, reducing our debt and equity financing needs. At the same time, we are increasing distributions to our unitholders in a meaningful way. We increased the distribution $0.025 per unit for the first quarter, and subject to board approval, expect to increase it another $0.025 per unit per quarter in 2012. We still expect to increase our distribution by an average of 15% to 20% annually in 2013 and 2014. In March, we completed a public offering of 8 million common units and a private placement with ONEOK of 8 million common units, which generated total proceeds of approximately $920 million, providing significant capacity for our capital expenditures program. We also repaid $350 million of senior notes at maturity in April. With the strong performance of the NGL segment expected to continue through 2012, we’ve reaffirmed and expect to be at the high end of the partnership’s 2012 earnings guidance net income range of $810 million to $870 million and its distributable cash flow range of $925 million to $985 million. We expect ONEOK Partners’ EBITDA to grow approximately 20% annually from our 2012 guidance through 2014, as our growth projects go into service. We also reaffirmed our 2012 capital expenditure guidance of $2 billion, approximately $1.9 billion in growth capital and $109 million in maintenance capital. We continue to actively hedge to lock in margins on our expected equity volumes in the natural gas gathering and processing segment. Our 2012 natural gas hedges are 78%, while our 2012 NGL hedges are 72%. The news release also provides hedging information for 2013. At the end of the first quarter, the partnership had $746.7 million in cash and no commercial paper or other short-term borrowings, a debt-to-capitalization ratio of 46% and a debt-to-EBITDA ratio of 2.6 times. Now, Pierce will review the partnership’s operating performance.

Thank you, Rob. As John said, the partnership had a strong first quarter. Operating income increased 44%, driven primarily by higher margins in the Natural Gas Liquids segment from wider NGL price differentials between Conway and Mont Belvieu, an increased fractionation in transportation capacity available for these optimization activities. Earnings also increased as a result of higher volumes in the natural gas gathering and processing segment, specifically in the Williston Basin from the startup of the new Garden Creek plant that went into service in late December. The natural gas gathering and processing segment’s first quarter financial results were higher due primarily to higher natural gas volumes gathered and processed in the Williston Basin and Western Oklahoma, offset partially by lower natural gas and NGL product prices on our unhedged portion of these commodities, primarily ethane and propane. The Garden Creek plant is already processing over 90 million cubic feet per day, less than four months after going into service with full capacity expected in the very near future. Operationally, the plant has exceeded our expectations, and we continue on a record-setting pace for new well connections. The natural gas pipelines segment’s first quarter results were lower, due primarily to the impact of lower realized natural gas prices on our retained fuel position. Equity earnings from Northern Border Pipeline were relatively unchanged, as the pipeline maintained its position as a low cost provider to transport Canadian supply to Midwest markets. Northern Border is substantially contracted through March 2013, and has been successful in capturing three year or longer extensions as current contracts expire. Our Natural Gas Liquids segment continued to benefit from wider NGL differentials and more capacity available for optimization activities. The segment also benefited from higher NGL volumes gathered and fractionated. We fractionated 18% more volume during the first quarter 2012, averaging 585,000 barrels per day, including the volumes fractionated at the Targa facility under our agreement that began during the second quarter of last year. NGLs transported on our gathering lines were up 25%, averaging 498,000 barrels per day during the quarter as a result of increased NGL volumes gathered on the Arbuckle Pipeline into the Mid-Continent. We still expect the Conway to Mont Belvieu ethane price differential to average $0.32 per gallon this year. While the ethane differential was $0.24 in the first quarter, we anticipate ethane differentials for the remainder of the year to increase to sufficient levels to support our average ethane guidance differential of $0.32 per gallon, as petchems ramp up demand following their maintenance turnarounds where additional capacity was added. We have started our planned maintenance turnaround on our Mont Belvieu fractionator MB-1 and expect it to last until the end of May. During this turnaround, raw NGL volumes that were being fractionated at MB-1 either will be sent to other fractionators and/or placed in storage. Because of the advanced planning that goes on in a turnaround, we expect this turnaround will not substantially affect our customers’ operations and it’s factored into our earnings guidance. Now a quick update on our new projects. First, the Stateline I plant is expected to be in service in the third quarter of this year, with completion of the Stateline II plant in the first half of 2013. Last month, we announced the Divide County project in the Bakken Shale that includes 270 miles of natural gas gathering system and related infrastructure that will gather natural gas in the Bakken and deliver and practically fill the remaining capacity at Stateline II. We continue to see significant increases in drilling rig counts within our core areas in Western Oklahoma, in the NGL-rich Cana-Woodford Shale. As a result, we will construct a new 200 million cubic feet per day natural gas processing facility, the Canadian Valley Plant, and related infrastructure. The contracts are percent of proceeds with an additional fee component, and we have significant acreage dedications in most active development areas in the Cana-Woodford Shale. Terry will discuss the new Bakken Crude Express line in a moment. The 500-mile plus 60,000 barrel per day Bakken NGL pipeline, along with the expansions of the Bushton Fractionator and Overland Pass Pipeline are either on or ahead of schedule and on budget. We’ve acquired more than 90% of the right-of-way needed for the Bakken NGL Pipeline. We’ve purchased and started taking delivery of the steel pipe. Construction is set to start in late May or early June. Let’s turn to our Mid-Continent and Gulf Coast projects look. The Arbuckle Pipeline expansion was completed in April, with gathering volumes already approaching its expanded capacity of 240,000 barrels per day. In addition, our 230-mile Mid-Continent NGL gathering system expansion in the Cana-Woodford and Granite Wash was also completed in April. This project connected our NGL gathering system to three new and three existing third-party natural gas processing facilities, and is expected to add 75,000 to 80,000 barrels per day of raw NGLs into our NGL system. The Sterling III Pipeline and MB-2 fractionator are progressing as planned. We have approximately 75% of the capacity committed on the 193,000 barrel per day Sterling III, which is the level of supply commitment we targeted for this project to achieve its required returns. All the capacity is committed on our 75,000 barrel per day MB-2 fractionator. Our commercial team has done a terrific job securing these supply commitments well before the assets go into service in 2013. We continue to develop and evaluate a lengthy backlog of natural gas and NGL-related infrastructure projects, including investments in processing plants, natural gas pipelines, NGL fractionation and storage facilities. This backlog totals substantially more than 2 billion and it’s growing. Some of these investments will free additional redundancy and reliability and improve our connectivity to our petchem customers while others will provide the critical infrastructure that producers, processors need to get their products to market. As we have done in the past, we will announce the projects when we have sufficient producer and/or customer commitments to make them economically viable. John, that concludes my remarks.

Thanks, Pierce. Terry will now give you an update on our view of the current and longer-term NGL market dynamics, as well as discuss in more detail the Bakken Crude Express Pipeline. Terry?

Thanks, John, and good morning, everyone. This morning I’ll provide a brief outlook of the NGL markets and close with some additional color on our recently announced Bakken Crude Express Pipeline. On the NGL demand side, the petrochemical industry continues to take advantage of using ethane as its feedstock due to its strong price advantage versus oil-based feedstocks. In the short term, several petrochemical facilities are currently conducting maintenance turnarounds reducing the immediate need for ethane. We also understand that several of these petchems are in turnarounds to increase their ethane fracing capabilities by a total of approximately 100,000 barrels per day. Dow also recently announced a world-scale ethylene cracker in the Gulf Coast to be completed in 2017, adding another estimated 100,000 barrels per day of ethane demand. Once these planned turnarounds are completed over the next few months, demand from the petchems for ethane and the price of ethane should strengthen, particularly in Mont Belvieu. Some experts are projecting ethane demand will reach new record highs later this year and will continue to grow over the long term, especially with the petrochemical plant restarts, expansions and new facilities. As a consequence, we expect NGL fractionation capacity to remain tight, but only gradually ease as new fractionators come online over the next few years. On the supply side, as you know, rigs have moved away from dry gas regions and producers are focusing especially on crude oil and liquids-rich plays, such as the Bakken, Cana-Woodford, Woodford, Granite Wash, Niobrara, Mississippian Lime and the Eagle Ford Shales. Fortunately, for us, our assets are well positioned in all but one of these areas. As NGL growth continues at a rapid pace, we believe that over the next couple of years, there will be some periodic over-supplies of ethane as new NGL production and infrastructure brings additional NGLs to market. As we approach and move through the 2015 and 2017 timeframe, we believe there will be sufficient demand for NGLs, as new petrochemical expansions come online, as well as from growing Gulf Coast export activity. Last month, we announced plans to build 1,300-mile Bakken Crude Express Pipeline, enabling us to serve the rapid crude oil supply growth in the Bakken Shale in the Williston Basin. Producers continue to aggressively drill in the Williston Basin, with current crude oil production in North Dakota exceeding 0.5 million barrels per day with over 200 active rigs. By comparison, in January 2011, crude oil production was approximately 340,000 barrels per day, and there were 150 active rigs. With crude oil production expected to increase to well over 1 million barrels per day within the next five years, additional crude oil take-away capacity is required. A pipeline compared with rail or truck is the most efficient and reliable method of transporting crude oil to the marketplace, especially in the Williston Basin, where the weather is harsh and very unpredictable. More than 80% of our pipeline is designed to parallel our existing and soon-to-be-built NGL pipelines, including the Bakken NGL pipeline, that will begin construction very soon. We will still need to acquire right-of-way for the pipeline, but knowing the geography and regulatory landscape provides us a significant advantage in estimating construction costs and understanding permitting and other regulatory requirements. Additionally, the pipeline will primarily serve those producers of light, low sulfur crude oil originating from the Bakken, as well as production from the Niobrara and in Kansas. New connections to consuming markets along the route, particularly in Kansas, are also being considered in addition to the Cushing market center. At the moment, we are in various stages of negotiations with almost 30 producers who represent nearly all of the 0.5 million barrels per day of Williston Basin crude oil production, many of which we already have relationships with for their natural gas and NGLs. They have expressed strong interest in our pipeline because of their expected crude oil production is ramping up at an even faster pace than recent years. Based upon current producer interest, we expect to have all of the pipeline’s capacity committed within the next couple of months. However, we do plan on having an open-season process in the late summer, early fall of this year. Based on our latest estimates, we expect to generate EBITDA multiples of 5 to 7 times, a similar return from our previously announced projects. For obvious competitive reasons, we are not disclosing the proposed tariff at this time, however, it will be more competitive and cheaper than rail, with producers able to lock in rates for a longer term compared with the contract for rail capacities. Many have asked if the partnership will need to own storage in Cushing to make this project viable. Several storage and terminal operators have contacted us about having our pipelines connected to their storage facilities. Cushing remains a key market center for crude oil due to its massive storage position, expanding capability and extensive connectivity, and several companies are building additional storage capacity to handle the incremental barrels from the Bakken and other producing regions. While the crude oil market is well served, this fact does not preclude us from further participating in crude oil-related opportunities within the value chain to serve our customers, just like we have in the natural gas and especially the NGL business. Our company has the commercial construction and operational expertise to execute this project with an experienced team of individuals who have constructed and operated crude oil systems before. With a history of successfully building and operating long-haul liquids transportation pipelines across the country, our capabilities in developing and operating NGL pipelines will serve us well, as we move into crude oil. We are well-prepared to execute on this important project. John, that concludes my remarks.

Thank you, Terry. Before we take your questions, I’d like to provide some additional context to our long-term growth forecast that Rob mentioned earlier. While growth in the Bakken and the Mid-Continent will create more commodity price exposure in our gathering and processing segment and our Mid-Continent NGL assets both current and future create opportunities to capture price differentials. Our projected earnings growth by 2014 is driven primarily by volume growth, not by higher projected commodity prices or wider differentials. If our assets or contracts allow us to capture upside, we will certainly do so, but it is not factored into our three year plan. As I’ve said before, we are not in the business to predict commodity prices or play the spread. We are in the business to provide value-added fee-based services to our producers, processors and other customers. In closing, I’d like to again thank our 4,800 employees who operate our assets safely, reliably and environmentally responsibly every day, creating the exceptional value for our investors and our customers. Our success as a company depends on their contributions, and our entire management team appreciates their efforts. Operator, we’re now ready to take your questions.

(Operator Instructions) We’ll go first to John Tysseland with Citigroup. John Tysseland – Citigroup: Hi, guys, good morning.

Good morning, John. John Tysseland – Citigroup: Can you discuss the re-contracting environment on your Mid-Con to Belvieu NGL transportation capacity? I guess, on the existing capacity as those current contracts expire, clearly the optimization is benefiting, but are customers willing to sign some long-term firm agreements for their existing capacity? Or is the competition from, I guess, some of the newer build projects keeping customers on the sidelines in the short term?

John, this is Pierce. I’ll take that question. The short answer is yes. In what we’ve seen is, is that part of our optimization in the first quarter came about because we actually got the Arbuckle expansion into service sooner than we expected, and the laterals that feed to that are now being tied in. Long term, those contracts are in place. They are fixed fee, and as those new projects have now come in to feed Arbuckle, then those volumes will be fee-based volumes and will slowly diminish the amount of optimization opportunity that we have. John Tysseland – Citigroup: So throughout the rest of the year, should we expect that some of this optimization volumes kind of decrease as those fee-based volumes increase kind of like what we were – thought was going to happen at the beginning of the year? Is that fair?

Yes, they will.

John, this is Terry. The only thing I would add to Pierce’s comments is that the contracting is going very well, and as you probably recall from our discussions in previous calls that we are – we’re contracting with these customers under these long-term contracts and giving those who need and desire that access to Belvieu, we’re contracting them at higher rates, okay? So those rates or bundled services will get them to Belvieu. And what will happen is, is we’re replacing that capacity use for optimization with this fee-based business. And that’s going very well. John Tysseland – Citigroup: Great. Secondarily, I guess when you think about the Bakken Crude line project, clearly you have good relationships with the producers in the Basin given your processing plant investments up there. So, do you envision this project just as a start of a new strategy in the crude business? And if so, where else do you think ONEOK can compete effectively? And would you look at acquisitions to jumpstart this kind of – yeah, this piece of your business?

John, as I indicated at the beginning, the crude oil opportunity fits us very well, because we’re able to take advantage of the capabilities we already have in place, the assets we already have in place, the relationships we have in place. So building this particular crude oil pipeline makes sense for us as opposed to, let’s say, building a crude oil pipeline on the East Coast or West Coast. I think obviously what has followed for us on the NGL side may also have the potential to follow on the crude oil side, i.e., secondary or third-order effects where we can serve the market and be consistent with our vision. So, short answer is, yeah, I mean, it’s going to create more opportunities.

We’ll take our next question from Carl Kirst with BMO Capital Markets. Carl Kirst – BMO Capital Markets: Thanks. Good morning, everybody. I just wanted to clarify something that Terry said on the Bakken Express, if I could. I apologize, Terry, did you say that you thought that you guys would be in a position that even with kind of a binding open season coming later in the fall that you’d be in a position to have all of that pipeline capacity committed? Meaning that the 200,000, or is it getting to that minimum level to make it economically viable?

Absolutely. That – we absolutely believe that and expect to be contracted for all of that capacity within the next couple of months, based upon the way discussions are going at the moment. Now, what we’ll have? Once you have that in place, then we will move forward with this open season process to ensure that all possible customers who want capacity on this pipe will have the opportunity to bid on it. Carl Kirst – BMO Capital Markets: Great. Okay. And then that’s what I was trying to get to. So it’s almost as if the way you’re envisioning it now is the open season is really kind of almost more with – again based on where discussions are today, is almost upside – or upsizing the 200,000 rather than the base volumes. Is that fair?

Absolutely. I mean, even as this project – as we continue to have discussions with producers, we have more potential customers coming out of the woodwork. We would expect even more to come out of the woodwork and potential opportunity, not just upstream, but downstream as well, to come out of the woodwork as we move through that open season process. Carl Kirst – BMO Capital Markets: And last question on that, if I could. You mentioned the return metric of the same 5 to 7 times. And is that something that is necessitated by achieving market-based rates on the pipeline? Or that’s not required?

I’m not sure I follow your question. The 5 to 7 times reflects a rate that we believe the market will bear, okay, just based upon our current assessment of the market and also relative to competitive alternatives. When you apply the volumes, and I’m not going to disclose to you what volumes we have in our economics, you come up with that return in that 5 to 7 times. Does that help you? Carl Kirst – BMO Capital Markets: Yes, it does. Thank you.

We’ll go next to Ted Durbin with Goldman Sachs. Ted Durbin – Goldman Sachs: Thanks. I hate to beat the dead horse in the Bakken Pipeline, but I’m just wondering, it is a pretty fragmented market up there. How do you think about the terms that you’re looking for on the pipeline, the credit quality maybe of some of the producers that you’re going to be signing up there?

Sure, Ted. From a term standpoint, we’re looking at 10 plus years with a combination of firm, and there’ll be dedications as well. So, when we look at the – we compare this project to the competition, to the fragmented competition, clearly its advantage is being able to lock in the long-term rates, which at the – in the current environment it’s difficult to get those long-term rates, particularly as it relates to rail. Does that helps?

(Inaudible). Ted Durbin – Goldman Sachs: Yeah. No, that’s helpful. And then switching over, Pierce, you talked a little bit about thinking the spread is going to be back to $0.32 a gallon and that was in your guidance versus the $0.24 on the first quarter. It sounds like you’re expecting that to be sort of flattish Conway prices and then upside to Belvieu prices. Is that what you’re thinking is going to drive it closer to the $0.32 for the year?

That’s what we’re thinking right now. Right, Pierce?

Yeah, that’s right. We expect it to widen primarily on the Mont Belvieu side. Ted Durbin – Goldman Sachs: Just because of the demand side with the petchems you talked about?

That’s correct. Ted Durbin – Goldman Sachs: Got it.

Yeah, as we – as we – this is Terry. As we talk to these petrochemical customers, particularly about their business as they come out of the turnarounds, we expect to be at record volumes with many of these customers. So, I mean, with that outlook, we’ll really see the opportunity for these spreads to go considerably higher for certain periods of time in the back half of the year. But of course, as we said and as Pierce indicated in the call, that $0.32 still appears to be a pretty good number. Ted Durbin – Goldman Sachs: Thanks. That’s helpful. And then the last one for me is, at the OKE level, this – in participating in 50% of the equity there, I’m just wondering if you can walk us through your thinking there, the use of free cash flow at OKE relative to, say, a bigger buyback, faster dividend growth. Is there a sort of price target you have on the OKS where you’d say, boy, that looks too rich for OKE to participate? Or, just walk us through the thinking on the use of free cash flow.

Hey, Ted, this is Rob. I guess trying to think of that beyond what we’ve said on the comments, but again, we’re – ultimately we’re targeting our capital structure at 50/50. And so, the options kind of excluding acquisitions are dividends, share repurchases and (inaudible).

(Inaudible).

So, bottom line is, I mean, those – we continue to think of those as in a mix. And depending on the time that the opportunity is in front of us, such as a share repurchase, such as the increased dividend, such as the equity offering we had earlier in the year and our projection of growth, we look at those and consider can we do it, can we do more than one. And ultimately, our financial flexibility has allowed us to do that. So I guess I don’t want to say there’s not a set target, but ultimately we’re driven by our capital structure targets and the opportunities that we have in front of us.

Ted, I would add that we may have it wrong, but we don’t perceive it’s prescriptive. And so we look at all these options and where the market is particular point in time and try to decide what’s the best thing to do.

We’ll take our next question from Michael Blum with Wells Fargo. Michael Blum – Wells Fargo: Thanks. Good afternoon – good morning, guys. Quick question from me on the Bakken Crude Pipeline. Terry, I think you alluded to this or you briefly mentioned it, but are these – are you envisioning take or pay contracts when you talked about those 10-year contracts? Or is it a different type of structure, and how do you envision the mix if it’s the latter?

Yes, Michael, at the moment, that’s where we are, primarily ship or pay structured contract. Michael Blum – Wells Fargo: Okay. Great. Thank you.

We’ll go next to Helen Ryoo with Barclays Capital. Helen Ryoo – Barclays Capital: Thanks. Good morning. I guess on OKS distribution outlook, I guess John mentioned that you still believe that you could grow OKS’ distribution by 15% to 20%, and that will be driven by volume, not price. So is it reasonable to assume that even if the NGL price environment stays relatively flat or even down a bit, that level of growth is achievable?

Yes, Helen, it is. Helen Ryoo – Barclays Capital: Okay. Great. All right, that’s all I had. Thank you.

We’ll go next to Becca Followill with US Capital Advisors. Becca Followill – US Capital Advisors: Good morning. On your entering into the Crude Oil Transportation business, beyond the $1.5 billion to $1.8 billion that you talked about for the Bakken line, how big of a magnitude, or what’s a magnitude of what you see as opportunities in this business?

Beyond the pipeline? Becca Followill – US Capital Advisors: Yes.

Pierce, I’ll let you answer that.

Well, I think I’d mentioned, Becca, in our comments that we have well over $2 billion of growth opportunities. That’s included of the entire mix. It’s natural gas pipeline, it’s natural gas liquids, it’s gathering, processing and the crude oil business. We don’t specifically talk about what those crude opportunities are out as a segment, but in total it’s above $2 billion.

But relative to gas and gas liquids, crude oil is smaller at this point in time. Becca Followill – US Capital Advisors: Okay. Okay, thank you. And then just clarifying your guidance, I may have missed this, but I think you talked about 40% dividend growth 2012 to 2014 for OKE. Was the prior 50%–?

The prior was 50%, but that was from 2011 through 2014. And so what we’ve done, Becca, is that 2012 to 2014 is 40%, and then there was 18%, whatever the year-over-year change from 2011 to 2012 projected on, that’s on top. Becca Followill – US Capital Advisors: And that is in a commodity-neutral environment, correct?

That’s – t here’s a slight uptick in commodity prices, but it’s not a hockey stick by any means. Becca Followill – US Capital Advisors: Can you tell us what commodity prices are assumed in those periods?

No. We would go ahead and do that at our investor day in September when we lay out the full three-year financials. Becca Followill – US Capital Advisors: Okay. Thank you.

We’ll go next to Yves Siegel with Credit Suisse. Yves Siegel – Credit Suisse: Thanks. Good morning, everybody. Two quick ones, if I could. Number one, when you think about the crude business, do you need to add management for that business?

Well, we – this is John. We are building that capability internally, plus we are using some industry experience that we have access to. But the plan is to build it internally. Yves Siegel – Credit Suisse: Great. And then the second question is, as the industry across the board is building all this infrastructure, what kind of cost escalation are you folks seeing? Or is there any in terms of pipe or contractors, I mean, what kind of cost pressure is there?

Certainly, Yves, this is Terry, there is cost pressure. When I think about cost pressure, I put it in perspective of what we experienced back in that 2006 and 2009 timeframe when we were executing like Overland Pass and Arbuckle. The environment today is drastically different from that environment. We are seeing some cost escalation regionally, particularly as it relates to labor and materials as well, but not anything to the extent that we saw back in that timeframe. If you remember, Rex was under construction. Mid-Continent Express was under construction. Those are big inch pipelines and they were absorbing and taking up a lot of slack in the industry as it related to labor. So today, we’re in a lot better position. But we are seeing some pressure and that’s factored into our numbers. Yves Siegel – Credit Suisse: Got it. Thank you.

We’ll go next to Ross Payne with Wells Fargo. Ross Payne – Wells Fargo: How are you doing, guys? Obviously, you’ve got a very de-leveraged balance sheet right now. It’s looking quite good. Have you changed your parameters on how you think on leverage? And I know you’ve got a lot of build to do and it’s probably going to creep up from here somewhat. But if you can just kind of talk about how you see leverage playing out for the next, say, 12 or 18 months?

Sure, Ross. I think much like we’ve maybe talked before, and maybe the best thing to do is using the earlier example. In our previous build-out in 2006 to the 2009 period, the balance sheet was probably flexed up to 54% at that time in 2009. But once the projects were completed, we were back down to our 50/50. And that’s really much the way that we think about it and also that we talk with our rating agencies about as far as our plans, and recently reviewed that with them on a go-forward basis. And so, there’s a slight amount of flex, but at the same point we certainly plan at the end of the build to be back at our 50/50 capitalization target, as well as our debt-to-EBITDA targets. Ross Payne – Wells Fargo: Okay. And can you speak maybe a little bit more on the debt-to-EBITDA targets?

Well, again, we just – as we stated that we’re targeted less than 4.0. Ross Payne – Wells Fargo: Okay. All right. Very good. Thank you.

Sure.

Our next question is from Bernie Colson with Global Hunter. Bernie Colson – Global Hunter: Hi, everyone.

Hi, Bernie.

Hi, Bernie. Bernie Colson – Global Hunter: Hi. I was just hoping you could provide us some commentary maybe about the Crude Oil Gathering business up in the Bakken and whether that’s a business you care to develop.

Yeah, I can – I’ll make a very brief comment and then turn it over to Pierce. The Crude Oil Gathering business is entirely different than the Crude Oil Transportation business that we’re getting into. We do not feel necessarily we have the competitive advantage to get into gathering.

I guess what I’d add to that, Bernie, is that we see maybe some spurs coming off to centrally-located collection points. We can also strategically place our pipeline in that area to connect up to the existing gathering systems, which actually adds capacity for those gatherers up there currently. So it’s a win-win for everyone. Bernie Colson – Global Hunter: Okay. That’s great. Thank you.

We’ll go next to Christine Cho with Barclays. Christine Cho – Barclays: When the Bakken crude oil pipeline comes online in 2015, how long do you think it will take to get to this 200,000 barrels a day? Are you getting the sense it’s going to be phased in over some time period? Or does it pretty much come on all at once?

Well, I would say that it’s more than likely going to come on pretty strong, probably maybe not exactly at capacity, but very near there. And like Terry said, we’re looking at ship or pay type contracts. So everybody is aligned to get that pipeline as full as possible, as quick as possible. Christine Cho – Barclays: Okay. And then you talk about crude oil production going to over 1 million barrels a day later this decade, and yet your pipeline is at 200,000 a day for now. I know it’s still early days, but when you decide how big you’re going to size this pipeline after the open season and firming up commitments, how much room are you going to leave so that you can actually add additional capacity with pumps?

I think the best way to look at this is, is we’ve done a lot of study on the right size for this. So we think the 200,000 really fits the growth profile. And so if you look at the various sizes of pipeline, you can actually add a second line very economically that works for both us and our shareholders as far as a risk profile, and it doesn’t disadvantage or increase the prices to our customers. So we would look at it more as a phased-in where you add multiple lines, and also gives you a lot of flexibility if you do that. Christine Cho – Barclays: Okay. And the economics are better that way versus just adding it with pumps?

Yes. We think that’s correct, although you will add pumps to add capacity. Christine Cho – Barclays: Okay. That’s it from me.

We’ll go next to Craig Shere with Tuohy Brothers. Craig Shere – Tuohy Brothers: Hi, guys. I just want to follow up a little on Ross’ question about financing the expanding projects, growth projects at OKS. I understand you want to keep flexibility with free cash flow at OKE, but OKS itself is kicking out on the strong quarterly results on optimization, greater cash flow than was expected a couple of quarters ago. What are your thoughts about the need for future OKS equity funding, in light of the one you just did not long ago, and the fact that we’ve got all these announcements coming right and left with you guys, and you still say you’ve $1 billion backlog of unannounced projects?

Ross, this is Rob. I guess with regards to – a couple of things, how we look at the – our CapEx spend. One, yeah, that we are having a fair announcement, but as with the timing on that Bakken crude line, that’s going to be insignificant this year, really the bulk of that coming in 2014 from a spend standpoint. So as we place those capital investments on top of the – what we’ve already got, plus the Woodford Shale investment, we still come back to recognizing that the optimization margins are – that we’re currently realizing are not going to be sustainable, as we’ve said. And so we are using some of that cash flow to pre-fund our capital projects. We did have the equity project offering in March, a year ago in January we had $1.3 billion of debt. I think you all can figure out kind of what would be mixed in the tranche, but the key thing on that is the optimization margins and how we use that going on. And as we’ve said before, we typically do not – we don’t signal when we’re coming next to market and what tranche, but we’ve got this obviously planned out. And we feel good with regards to supporting Terry and Pierce’s business on the existing projects, plus, as you heard Pierce say today, the $2 billion of unannounced projects. Craig Shere – Tuohy Brothers: But it’s fair to say that you are very willing to, given the EBITDA that’s going to hit when these things come on, to let those things stretch a little bit and obviously not lead with the equity offerings?

When you mean to stretch, can you come back on that? I think I know what you want, but I just want to clarify that. Craig Shere – Tuohy Brothers: Well, so your – let your credit metrics stretch again the way they did before, before the most recent equity offering.

Oh yeah. Yeah. And when I was talking to Ross, I’m sorry I wasn’t clear on that, but that’s exactly right. When I referenced that, 2006 to 2009 period, that’s what we would do and that’s what we have reviewed with the rating agencies. And so, again I think from our standpoint, obviously there’s got to be a point that you come back, and that’s what we clearly communicated and that’s our expectations to get back to that 50/50, as well as those debt-EBITDA targets that we’ve laid out for ourselves.

We’ll take our next question from Louis Shamie with Zimmer Lucas. Louis Shamie – Zimmer Lucas: Hi. Good morning, everyone.

Hi, Louis.

Good morning, Louis.

Hey, Louis. Louis Shamie – Zimmer Lucas: So, I just wanted to follow-up a little bit on one of the comments you made regarding the crude pipeline where you thought you could pick up some volumes from Niobrara, and it sounds like potentially the Mississippian Lime play. Can you talk a little bit more about that opportunity and how that might shape how the pipeline is ultimately developed, if you see strong demand for shippers out of those regions?

Sure, Louis. As you’re probably aware, that Niobrara and that Mississippian Lime activities has been really phenomenal. There’s absolutely no doubt that we’re going to have the opportunity to move crude out of those areas. That crude happens to be a sweet, low sulfur. It’s a little bit more sour, slightly more sour than Bakken crude, but still is going to fit very nicely within the design parameters of this pipeline and within our operating objectives. So – I mean, we really do believe that we’re going to have some supply from that area. However, it is possible that the Bakken absolutely satisfies all of the pipelines and fills all of the pipelines capacity and we may not necessarily have to move crude out of those areas. Louis Shamie – Zimmer Lucas: Would it make sense to do something like have a telescoping line or something like that where your capacity is greater as you get closer to Cushing, or – if there’s material demand coming from both places?

Louis, that’s – you could either telescope or you could loop the line. And if you loop the line, and I kind of alluded to this a few minutes ago, is that you get the flexibility to kind of bifurcate those qualities of crude. So, you’ve got both of those options available to you. Louis Shamie – Zimmer Lucas: That’s pretty interesting. All right, thank you very much.

Our next question comes from Chris Sighinolfi with UBS. Christopher Sighinolfi – UBS: Hey, good morning, guys.

Good morning. Christopher Sighinolfi – UBS: Rob, just a quick question and I wanted to follow-up on Becca’s question about the dividend. Is that predicated on the same sort of previously-stated payout ratios you guys had outlined?

It is, sure is. Christopher Sighinolfi – UBS: Okay. And then, given the notion that sort of in a roughly priced neutral environment, most of the growth is sort of throughput-driven, we see what’s going on at the producer level. Given that the peer – some of your peers are sort of ever sort of increasing, I guess, inching up on their payouts, is there any appetite to maybe move beyond sort of that 70% threshold? Or are you guys pretty comfortable with the range?

Yeah, we took a hard look at that late last year. And certainly, it’s an inexact science, but at the end of the day, looking at peers, and we felt that, that 60% to 70% was good. What we needed to do, quite frankly, or maybe even, you would say, target more of that upper half of the range, that 65% to 70%, but what we needed to do was to execute on that. And that was certainly one of the driving factors for the increase in dividend that we came out with in January, upping from $0.04 that we had guided in September, to the $0.05. So, we’re trying to be mindful of that and get a little bit of history on that. The clarification that I would like to add, that I mentioned with regards, we’ve got slightly escalating commodity prices. But on the flip side on that, as we’ve talked about in these calls before, we’ve got our spreads going down as well between Mont Belvieu – or Conway and Mont Belvieu. So that’s, you’ve got a little bit of an offset to that as well when you look at the total commodity environment. Christopher Sighinolfi – UBS: Sure, okay. Appreciate the color, guys. Thanks.

We’ll take our next question from Mark Reichman with Simmons. Mark Reichman – Simmons: Just a quick question on the Bakken Express. I’m assuming that $1.5 billion to $1.8 billion is just for the 200,000 barrels per day of capacity. And if you get increased interest, you mentioned the possibility of looping the line, which I appreciate would give you added flexibility. But would it be a substantial bump up in cost just to go to a larger diameter pipeline? Or, how do you think about that?

Actually, it is. I mean, if you look at the numbers, when you go up into the 30 to 36-inch range, you’re in kind of a totally different element when it comes to cost. Because of the weight that you’re handling, it’s just a different construction method. So it’s significantly more costly when you get to 30, 36 as opposed to the 20, 24-inch range. Mark Reichman – Simmons: So your preference is to loop it?

Yes. Mark Reichman – Simmons: Okay. Great. Thanks.

Okay. Well, thank you, everyone. This ends our conference call. Our quiet period for the second quarter starts when we close our books in early July and extends until earnings are released after the market closes on July 31, followed by our conference call at 11:00 a.m. Eastern, 10:00 a.m. Central on August 1. We’ll provide additional details on the conference call at a later date. Andrew Ziola and I will be available throughout the day to answer your follow-up questions. Thanks for joining us.

Thank you for your participation. That concludes today’s conference.