Andrew Ziola – Manager-Investor Relations John W. Gibson – Chairman and Chief Executive Officer Derek S. Reiners – Senior Vice President, Chief Financial Officer and Treasurer Terry K. Spencer – President

Christopher P. Sighinolfi – UBS Securities LLC Stephen J. Maresca – Morgan Stanley & Co. LLC Carl L. Kirst – BMO Capital Markets Ted J. Durbin – Goldman Sachs & Co. Timm Schneider – Citigroup Global Markets Inc. Helen Jung Ryoo – Barclays Capital, Inc. John D. Edwards – Credit Suisse Securities LLC Craig K. Shere – Tuohy Brothers Investment Research, Inc. Michael J. Blum – Wells Fargo Securities LLC

Good day and welcome to the ONEOK and ONEOK Partners’ 2012 Fourth Quarter Earnings Call. Today’s conference is being recorded. At this time, I’d turn the conference call over to your host, Mr. Andrew Ziola. Please go ahead sir.

Thank you, Karen, and welcome to ONEOK and ONEOK Partners’ fourth quarter and year-end 2012 earnings conference call. I’d remind you 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. Our first speaker will be John Gibson, Chairman and CEO of ONEOK and ONEOK Partners. Mr. John? John W. Gibson: Thanks, Andrew. Good morning and many thanks for joining us today. As always, we appreciate your continued interest in investment in ONEOK and ONEOK Partners. Joining me today are Derek Reiners, our newly named Chief Financial Officer who will review our quarterly results and revised 2013 and three-year earnings guidance; Terry Spencer, our President who will review our operating performance, update you on the partnership’s growth projects, which are on time and on budget, and also discuss current market conditions including NGL supply and demand and the implications of lower NGL prices; also on the call and available to answer questions are Pierce Norton, Executive Vice President of Commercial and Rob Martinovich, Executive Vice President of Operations. I’d like at this time to thank Rob and Pierce for their contributions in their previous roles, and congratulate them and others on their new assignments that we announced in December. On this mornings call we will review our fourth quarter and 2012 financial results discussed our revised 2013 earnings guidance and our revised three year financial forecast that have been updated to reflect lower expected results in the partnership primarily in our NGL segment due to the impact of anticipated prolonged ethane rejection. We will review our progress on our growth projects including our projects we are about to complete, and close with some comments about our future growth prospects. Let start with our fourth quarter and year-end performance, ONEOK Partners turned in a solid performance for the year reflecting continued volume growth in both the Natural Gas Liquids and Natural Gas Gathering and Processing businesses primarily as a result of our past capital investments. However our 2012 fourth quarter results were lower compared with the same period in 2011, when we experienced historically wide NGL location price differentials. Our natural gas distribution segment turned in higher results for both the fourth quarter and the year reflecting primarily higher rates and lower share based compensation and other employee related cost, and our energy services segment reported a loss due to the continued challenges it faces in a low natural gas price and over supplied environment. Terry will provide you more detail on each segments operating performance in just a few minutes. We have revised our 2013 earnings guidance and our three year financial forecast, which include a reduction in our ONEOK dividend and ONEOK Partners’ distribution growth forecast for 2013, and for the three-year period through 2015, half of the reduction in our revised 2013 operating income is in our NGL segment, and as a result of lower expected NGL volumes due to anticipated widespread and prolonged ethane rejection, and to a lesser extent, tighter NGL location price differentials, and lower commodity prices. Of course, as industry conditions improve, we will reevaluate our 2013 guidance including our current dividend and distribution projections. These reductions in our distribution and dividend growth forecast are based our commitment to not sacrifice our investment grade credit ratings at ONEOK or at ONEOK Partners or our distribution coverage ratio at the partnership for the sake of three-year dividend and distribution growth rates. Our projected 2013 distribution increase allows us to maintain a coverage ratio of 1.0 to 1.05 times at ONEOK Partners. Although lower our projected distribution and dividend growth rates still rank high among our peers and we remain confident in our ability to grow both ONEOK’s dividends and ONEOK Partners’ distributions over the next several years, delivering both value and wealth to our shareholders and unitholders even in a challenging industry environment. At this time, Derek will now review ONEOK’s financial highlights followed by Terry who will review ONEOK’s operating performance. Derek? Derek S. Reiners: Thanks, John, and good morning. ONEOK’s fourth quarter net income was $112 million or $0.53 per diluted share, compared with $115 million or $0.55 per diluted share for the same period last year. Results in the partnership were lower in the fourth quarter compared with the same period in 2011 due to narrower NGL price differentials compared with historically wide differentials in 2011. Natural gas and NGL volume growth at the partnership was solid, as a result of several growth projects completed in 2012. Results from the natural gas distribution segment were higher due to increased rates in all three states and lower operating expenses. Challenges in the Energy Services segment continue with lower storage and marketing margins, and lower premium services margins. ONEOK’s full year net income was approximately $361 million unchanged from 2011 and it’s 2012 standalone cash flow before changes in working capital of $709 million exceeded capital expenditures and dividend payments by $141 million. In 2012, ONEOK received $437 million in distributions from ONEOK Partners, a 31% increase over 2011. As John mentioned, our 2013 net income guidance is now expected to be in the range of $350 million to $400 million due to lower anticipated earnings in the ONEOK Partners segment. Terry will discuss the specific segment guidance revisions in a moment. As stated in our news release, ONEOK now expects its net income to increase by an average of 15% to 20% annually over the three-year period ending in 2015. In January, we increased our dividend $0.03 to $0.36 per share, an 18% increase since January 2012, the expected dividend increase in July 2013 has been revised to $0.02 per share subject to Board approval. This increase will result in a total dividend increase of 17% for 2013 compared with 2012, and as John indicated if market conditions improve we will reevaluate our dividends. We also revised ONEOK expectations to increase dividends by approximately 55% to 65% between 2012, and 2015 subject to Board approval, and we have affirmed ONEOK’s long-term dividend target payoff of 60% to 70% of recurring earnings, but expect to exceed that target in the near term. We increased our 2013 guidance for standalone cash flow after dividends in capital expenditures to a range of $195 million to $235 million. This increase is primarily driven by lower anticipated current taxes from the impact of bonus depreciation legislation extended by Congress in January. ONEOK’s liquidity position remains strong and we continue to take the necessary steps to maintain our investment grade credit rating as John mentioned a moment ago. At the end of the fourth quarter on a standalone basis we had $817 million of commercial paper outstanding, $47 million of cash and cash equivalents, and $282 million in natural gas in storage, with $381 million available under our $1.2 billion credit facility, and our standalone long-term debt to capitalization ratio was at 45%. ONEOK’s cash flow and liquidity position continue to give us financial flexibility to further increase our dividend purchase additional units of ONEOK Partners, and/or repurchase ONEOK stock under our approved share repurchase program. We have used all three of these options and do not view them as mutually exclusive. Now Terry will update you on ONEOK’S operating performance Terry K. Spencer: Thanks Derek and good morning. Let me begin my comments with our natural gas distribution segment. Fourth quarter and full-year 2012 earnings were higher compared with the same period last year. Reflecting higher rates in Oklahoma, Kansas, and Texas, and lower share based compensation cost as result of fewer shares of the Company’s common stock being awarded to employees in 2012 as part of our stock award program. The natural gas distribution segments operating income guidance for 2013 remains at $227 million. On the regulatory front, the Kansas Corporation Commission in December 2012 approved an increase in Kansas Gas Service’s annual rates by a net amount of $10 million, which became effective in January. Energy Services continues to experience a very challenging market, and for 2012 the segment realized an operating loss of $78 million due to low natural gas prices, and low natural gas price volatility, and narrower location and seasonal natural gas price differentials. Energy Services segment 2013 guidance remains at an operating loss of $20 million as it continues to face tough market conditions, but we are making progress and our efforts to realign our leased storage and our transport capacity with the needs of our premium service with customers. John that concludes my remarks to ONEOK. John W. Gibson: Thank you, Terry. Now Derek will review ONEOK Partners’ financial performance, and then Terry will come back and review the Partnership’s operating performance, its growth projects, and give you an update on our view of the current long-term NGL market dynamics. Derek S. Reiners: Thanks, John. ONEOK Partners’ full year 2012 net income was $888 million, a 7% increase compared with 2011’s record performance. ONEOK Partners’ fourth quarter net income was $210 million, compared with $299 million for the same period last year. The fourth quarter results reflect natural gas and NGL volume growth as a result of several growth projects completed in 2012, but results were offset by narrower NGL location price differentials. For 2012, distributable cash flow increased 7% compared with 2011 resulting in an annual coverage ratio of 1.34 times. Quarterly distributable cash flow decreased compared with the fourth quarter of 2011, resulting in a coverage ratio of 1.04 times. Our long-term annual coverage ratio target remains at 1.05 to 1.15 times, however in 2013 given ethane rejection and projected low commodity prices, our coverage ratio could be slightly below that, but we still expect to maintain a greater than 1.0 times coverage for 2013. Again, we will not sacrifice our credit metrics on investment grade credit ratings for the sake of holding to specific distribution growth rates. We’ve reduced the partnership’s 2013 net income guidance range to $790 million to $870 million and distributable cash flow is now expected to be in the range of $910 million to $1.0 billion, both are slightly lower than 2012 actual results. As mentioned in the news release, ONEOK Partners now expects EBITDA to increase by an average of 15% to 20% annually over a three-year period. We increase the distribution $0.025 per unit in the fourth quarter of 2012, an increase of 16% over the fourth quarter of 2011 distribution. Our 2013 revised guidance now includes a projected $0.05 per unit per quarter increase in unitholder distribution subject to Board approval, which would result in a total distribution increase of 7% for 2013 compared with 2012. The partnership now estimates an average annual distribution growth rate of 8% to 12% for the period between 2012 and 2015 subject to Board approval. The revisions to the three-year forecast are driven by expected 2013 results and also lower expected NGL exchange margins in the Rockies and lower expected commodity prices in 2014 and 2015. In our updated hedging tables, we’ve increased our NGL hedges to 45%, while 79% of our natural gas is hedged for 2013, complete hedging information for 2013 and 2014 is included in the news release. We updated our 2013 capital expenditure guidance to $2.6 billion to reflect our latest forecast that incorporates the cancelation of the Bakken Crude Express project, the additional growth projects we announced last month and some plan 2012 capital spending that carried into 2013. One item that quickly point out in 2013 earnings guidance is a below the line reduction of approximately $20 million, and the allowance for equity funds used during construction or AFUDC. As a result of the cancelation of the Bakken Crude Express project and the 2012 capital spending carryover I just mentioned. At the end of the fourth quarter, the partnership had $537 million in cash and cash equivalents, no commercial outstanding or borrowings on our $1.2 billion credit facility. The long-term debt to capitalization ratio of 52% and a debt to adjusted EBITDA ratio of 3.0 times. And finally, from a financing perspective, we have multiple sources of liquidity available to us, and we are confident in our ability to raise the necessary capital to fund the growth at ONEOK Partners. A few key items to point out, we currently have cash on the balance sheet, we have full access to our $1.2 billion credit facility, and the option to request an increase to $1.7 billion if necessary and we now have in place and at the market, our ATM program that allows the partnership to offer common units up to $300 million. These items enable us to be opportunistic from a timing perspective as we look to access the public equity and debt markets. This concludes my remarks. And now Terry will update you on the partnership’s operating performance. Terry K. Spencer: Thank you, Derek. As John said, the partnership performed well in 2012. the Natural Gas Gathering and Processing segment’s fourth quarter financial results were higher due primarily to volume growth, driven by increased well connections within our Williston Basin footprint. This volume growth was offset partially by higher compression costs and lower margins realized from new contracts as we compete for new and existing volumes in the Williston and lower realized natural gas and natural gas liquids prices. For 2012, natural gas volumes gathered increased to more than 8% and natural gas volumes processed increased more than 20%, driven by the new processing plants and related infrastructure projects completed last year. The Garden Creek natural gas processing plant continues to operate nearer to 100 million cubic feet per day capacity. Our Stateline I plant in the Williston Basin went into service in September 2012 and is also operating near capacity. Our Stateline II plant is expected to be in service this quarter with volumes steadily ramping up over the next several months, particularly after the completion of the Divide County natural gas gathering systems in the third quarter of this year. In 2013, we expect our processed volumes to be up 30% and gathered volumes to be up 22%. We also had a record year for new well connections, 940 wells in 2012 compared with 600 wells in 2011. This year, we expect to connect over 1000 wells. Crude oil production in the Williston Basin continues to grow along with the associated NGL rich natural gas, and we are working hard to quickly connect new wells and build the infrastructure required to reduce the continued flaring of natural gas. We’ve reduced the segment’s 2013 operating income guidance to $238 million, compared with $253 million reflecting our expectations of lower commodity price. We have provided our 2013 price assumptions in our earnings release; we will provide more detail on our NGL price assumptions in a few moments. The natural gas pipeline segments fourth quarter financial results were higher due primarily to lower employer related costs, and a $5.7 million pretax gain on the sale of a non-strategic natural gas pipeline lateral. Equity earnings from Northern Border Pipeline were slightly lower in 2012 driven by increased maintenance expenses. In January, the FERC approved Northern Border Pipeline settlement with its shippers and the lower rates became effective in January. 2013 operating income guidance has been increased to $153 million compared with its previous guidance of $144 million reflecting anticipated incremental demand from shippers for services to transport their natural gas to market, and increased services to electric generation customers. Our natural gas liquid segment fourth quarter results were significantly lower due primarily to narrower, Conway to Mont Belvieu NGL location price differentials, which negatively impacted our optimization activity. The fourth quarter 2012 Conway to Mont Belvieu ethane price differential was $0.07 compared with $0.49 in the fourth quarter 2011. This decrease was partially offset by higher NGL volumes gathered and fractionated in our fee based exchange services activity. Our 2012 NGLs transported on our gathering lines increased almost 20% from last year. NGLs fractionated were up 7% year-over-year and included a scheduled maintenance turnaround last summer at MB-1 fractionators. We decreased our 2013 operating income guidance for the NGL segment to $545 million compared with the previous guidance of $630 million to reflect the impact of widespread and prolonged ethane rejections, and to a lesser extent, narrower expected NGL location price differentials. Given the persistent excess inventories for ethane in the Gulf Coast, we expect our volume throughput in the natural gas liquids business to be impacted by ethane rejection throughout much of 2013, with a return to a normal days of ethane supply inventory levels in 2013, and consistent ethane recovery in 2014 and 2015, more on ethane and propane fundamentals in a moment. We updated our 2013 Conway to Mont Belvieu ethane price differentials to $0.05 per gallon, compared with $0.19 previously at high Gulf Coast ethane inventories and Mid-Continent and Rockies ethane rejection persist. As a reminder, the ethane price differential is only one component of the optimization picture, our integrated NGL assets and marketing strategies provide us with opportunities to generate optimization margins on NGL products other than ethane. We expect 2013 NGL gathering volumes to be up 13% over last year and fractionation volumes to be up 8% as more projects are completed including the Bakken NGL pipeline and our new MB-2 fractionator. Now an update on our projects. all of our previously announced internal growth projects are on budget and on schedule. As I’ve previously mentioned, the Stateline II natural gas processing plant and the 60,000 barrels per day Bakken NGL pipeline are expected to be in service this quarter, while our processing plants in the Williston are fully capable of deep ethane recoveries, the economic justifications of our processing plants and our Bakken NGL pipeline were based primarily upon the recovery of propane in heavier NGLs with little or no ethane. When ethane pricing improves to the point of recovery in the Williston Basin, our Bakken NGL pipeline throughput will increase. we continued to develop and evaluate our backlog of natural gas and NGL related infrastructure projects that’s still totaled more than $2 billion plus. It includes investments in processing plants, natural gas pipelines and NGL fractionation and storage facilities. Now an update on the NGL markets. Production growth from shale drilling continues in crude oil and NGL rich supply areas, driven by relatively strong and stable crude oil prices and the uplift from the economic value of NGL. This increased production has resulted in excessive inventory levels for propane and ethane, and this oversupply has become a key factor in how ethane and propane are currently being valued. Propane inventories are still well above the five-year average with almost all of the surplus on the Gulf Coast, primarily from the lack of the winter demand last year and increased production, while propane inventories in the Midwest and Mid-Continent are decreasing and are much lower than last year. The propane over supply on the Gulf Coast and softer prices has made it more economical for many petchems to crack propane instead of ethane. According to many industry reports, the amount of propane being cracked today is at record levels. The attractive economics for propane as a petrochemical feedstock has kept ethane prices low, especially at Mont Belvieu leading to historically high and prolonged ethane rejection levels in the regions we serve. Several industry experts have estimated that ethane rejection volumes are between 150,000 and 175,000 barrels per day. We believe the ethane rejection number is higher based upon what we have seen from the Mid-Continent and Rockies plant connected to our NGL systems, we are currently experiencing over 90,000 barrels per day of ethane rejection across our NGL systems, and expected to remain at those levels for much of this year. Ethane inventories are above historical levels due to increasing production coupled with a large number of petchem planned turnarounds during the first half of 2012. However, the growth rate of ethane inventories at Conway and Mont Belvieu has been steadily decreasing due to ethane rejection and high petchem utilization rates and we expect that trend to continue. In recent weeks, we have seen Conway to Mont Belvieu ethane price differentials narrow to breakeven levels due to the continued Gulf Coast ethane inventory overhang and Mid-Continent buying interest due primarily to ethane rejection in the Rockies and Mid-Continent. As we have stated many times, we expect the Conway to Mont Belvieu differentials to stay relatively narrow as new transportation capacity between these market hubs comes online this year including our new Sterling III pipeline. Now let’s take a look at our NGL pricing assumptions. We updated our 2013 equity NGL composite price assumptions for the natural gas gathering and processing segment to $0.66 per gallon, and in our case is weighted more to the Conway basis due to contractual commitments. To be clear, this price is at the market hubs before transportation and fractionation speed deductions. For comparative reasons, this $0.66 is calculated on a full ethane recovery basis. Assuming reduced ethane recovery in 2013 our realized NGL composite price is expected to be closer to $0.85 per gallon. The updated price assumptions for 2013 ethane at Conway are in the low $0.20 per gallon range and for propane, about $0.90 per gallon. During 2014 and 2015, our equity NGL composite price will be primarily on a Mont Belvieu basin and will range from the upper $0.80 to low $0.90 per gallon. The change to Mont Belvieu pricing reflects the expected completion of our Sterling III pipeline in late 2013, providing more access to Mont Belvieu markets. In 2014 and 2015, Mont Belvieu ethane prices are assumed in the mid to upper $0.40 per gallon range and propane prices are assumed in the $1.10 to $1.20 per gallon range. Additionally, we assume crude oil prices or WTI to average $88, $100 and $102 per barrel for 2013, 2014 and 2015 respectively. Natural gas on the NYMEX is assumed to be $3.75, $3.80 and $4.20 per MMBtu for 2013, 2014, and 2015 respectively. : This abundant NGL supply and its price advantage over oil based feedstocks is driving a significant increase in long-term petchem demand for NGLs. With the announced expansions and new builds of ethane crackers, ethane demand is expected to increase by more than 700 barrels per day by 2016 to 2017. As NGL growth continues at a rapid pace, we expect the ethane market to be oversupplied through 2013 with widespread and prolonged ethane rejections. We expect natural gas processors to resume full ethane recoveries during most of 2014 and 2015 with intermittent period of ethane rejection. Now as we move through 2016 into 2017, we anticipate an undersupplied position as ethane demand will increase when these cracker expansions, and new world-class petrochemical facilities are completed. While growing NGL production has moved ahead of end used demand in the near-term, our strategically unique fee-based and fully integrated midstream assets remain well positioned in basins with abundant and growing supplies of natural gas and NGLs. Over the long-term, our opportunities for growth remains strong as our customers demand more of our essential services. Our NGL business remains in an attractive position even in a prolonged low ethane recovery environment as our systems are readily able to accommodate the expected NGL volume growth, should the markets desire more of a lower ethane, higher propane plus blend. Although we revised our 2013 earnings guidance and three-year outlook, we remain confident in our ability to continue delivering the value to our shareholders and unitholders with our current assets and operation, the assets we are building and our backlog of viable projects. John, that concludes my remarks. John W. Gibson: Thank you, Terry. Before we take your questions, I’d like to provide at this time, some additional comments regarding our future growth. The assets that we build and are building increased our ability to add volumes to our system. And it’s our volumes, our natural gas and natural gas liquids that enable us to collect a fee when we gather, process, fractionate, store and transport these volumes for our producers, our processors and our customers. While there has been a lot of attention on the contraction of NGL differentials between the Mid-Continent and the Gulf Coast market centers. ,: A significant portion of the volumes we are adding to our systems deliver fee-based earnings and even in an environment of lower commodity price and narrow NGL differentials, we can continue to generate stable and sustainable earnings by providing non-discretionary services to our customers. These services will provide us and our customers, producers and investors with sustainable earnings over the long-term, regardless of short-term moves and differentials and prices. The incremental earnings from our projects both past and present will continue to give us the opportunity to grow our earnings at ONEOK and ONEOK Partners over the next three years, increased distributions to ONEOK Partner unitholders this year and beyond and increase the ONEOK dividend by 55% to 65% between now and 2015. While internal growth may not be as exciting or is headline grabbing, as an acquisition, our internal growth opportunity to provide investors with far better returns today than if we were to buy earnings at today’s prices. And we’re not done, as you’ve heard our internal growth, backlog is in excess of $2 billion, providing us with more earnings growth potential in the future. Of course, before we take our questions, most importantly I would like to express my thanks to more than 4,800 employees whose dedication and commitment allow us to operate our assets safely, reliably, and environmentally responsibly everyday and create exceptional value for our investors and our customers. Our entire management team appreciates their efforts to make our company successful. At this time, we are now ready to take your questions.

Thank you, sir. (Operator Instructions) We will take our first question from Chris Sighinolfi with UBS. Christopher P. Sighinolfi – UBS Securities LLC: Hey guys, good morning. Terry K. Spencer: Good morning. John W. Gibson: Good morning. Christopher P. Sighinolfi – UBS Securities LLC: John, just curious, following on your last comments around moving towards fee for service business, it was stated in last night’s release that you are experiencing less favorable contract terms associated with the Williston Basin volume growth, just wondering what you meant by that, is it worse than what you are expecting or as it sort of interfaces with the rest of your businesses, is it just lower than what was there to begin with. Can you just give more color on that? John W. Gibson: It’s a term that we have used consistently in our Qs, our Ks and previous press releases. It drew a bit more attention than it probably deserves in this point in time because we are reducing 2013 and everyone is trying to understand why, but the basic is as we renegotiate expiring contract, expect for new, we are having to revise those terms to meet current market conditions and those are less favorable than perhaps either we thought they would be or they have been in the past. Christopher P. Sighinolfi – UBS Securities LLC: Okay. And so tied to the incremental growth that you have planned in that basin, it doesn’t change you forecast or what you’re going to spend versus what the returns on those projects are? John W. Gibson: That is correct. Christopher P. Sighinolfi – UBS Securities LLC: Okay. Thanks for that. Switching quickly, I was just curious from Terry with a $0.19 spread. I think the optimization was estimative comprised about 15% of their margin for the NGL segment in 2013. I’m just curious at $0.05 what the rough figure if you have one is on your expectation? John W. Gibson: That’s going to be much less than 10%. Christopher P. Sighinolfi – UBS Securities LLC: Okay, all right. And I guess finally John as you’ve been able to grow the dividend very strongly within the framework of a targeted pay out ratio of 60% to 70%, but a lot of peers are sort of increasingly looking towards cash flow coverage as sort of a guiding post for dividend policy, and I’m curious given that if there been a internal discussion with you and the Board as to maybe longer-term, how to approach dividend growth? John W. Gibson: There has been discussion at the Board about that. We will continue as we’ve indicated here along our current practice, I guess there has been discussions. Christopher P. Sighinolfi – UBS Securities LLC: Okay, I’ll hop back into the queue. Thanks guys. John W. Gibson: Yes, thank you.

We’ll move over to our next question from Steve Maresca with Morgan Stanley. Stephen J. Maresca – Morgan Stanley & Co. LLC: Hey, good morning everybody. John W. Gibson: Hi, Steve. Stephen J. Maresca – Morgan Stanley & Co. LLC: And thanks for taking my question. First what if you could talk John on others, on your latest thoughts on oil project opportunities, how aggressive do you plan on being in that area in light of the Bakken cancellation? Can you go back to the drawing board with a different project in that region?

All right. Hello, I’ll take that one and of course, we were disappointed to postponed, but we all know the reasons why since that time if you look in particular, you have written a lot about the fact that producers are putting more and more of their crude on rail as opposed to long haul pipelines. There also has been a recent announcement utilizing existing pipelines to move crude from the producing region to the consuming region and that always is a smart use of capital dollars. So when you look at those, it doesn’t appear that the market is screaming quite as loudly for the Bakken/NGL pipeline as it once was. But your other point or question, we are able to quickly knock off the dust, so to speaking get engaged if the market needs that pipeline or one similar to it. Stephen J. Maresca – Morgan Stanley & Co. LLC: If you were to focus on oil, would it be in that region or there are other areas that you would look at oil opportunities. John W. Gibson: We’d look at other areas but obviously where we have fuel we have a competitive advantage and it’s clear that we have a competitive advantage in the Bakken, in Williston in that area as opposed to say in the Eagle Ford but we have a effort within our organization focused on looking for crude oil opportunities. Stephen J. Maresca – Morgan Stanley & Co. LLC: Okay, and my one follow up on a different topic. I don’t want to beat this because you have a lot of projected dividend growth, but you have a lot of extra cash flow per shares at OKE and you actually raised the cash flow guidance in 2013 a little bit, I know due to bonus depreciation but is there any particular reason that you don’t feel comfortable keeping that okay e-dividend growth given that what I think is a substantial cushion you have there to support it and are you worried at all about that being a drag on share price meaning lowering that dividend growth to share holders? John W. Gibson: Well, I am concerned. I think there are other things that we in the past have chosen to do with our cash. For example, we have used our cash at ONEOK to buy more equity in ONEOK Partners. That’s been an awfully good investment for us. We’ve purchased shares. We will continue. We want the flexibility to continue to do as we have in the past. I think as we look and Derek made a mention of this forward. We do loose some benefit associated with bonus depreciation. And as I read, we are prescribed to be or thought to be very conservative. I look it as much more long-term focus and want to do momentarily conservative, but we just want to make sure, we have the flexibility to do the things that we see opportunities to execute. Terry K. Spencer: Okay. I am more than happy to keep you on if I have an answer to your question. Stephen J. Maresca – Morgan Stanley & Co. LLC: No, I think you have. We can touch basically offline. Thanks a lot. I will get back in the queue. Terry K. Spencer: There’s probably many others that have the same question.

And we will move on to Carl Kirst with BMO Capital Markets. Carl L. Kirst – BMO Capital Markets: Sorry John, I am laughing because I have the same question. And maybe just to paraphrase or perhaps just to make clear, we may say conservative, you say, long-term focused, but it’s not a, it’s on a prudency standpoint, it’s not from a perhaps skewing of the buyers down to fundamentals perhaps deteriorating from here rather than improving. We don’t want to misread this into essentially thinking that maybe you guys have a more negative outlook on the industry than we otherwise should? John W. Gibson: Yeah that is, no, let me start I said yes and no. Let me be clear, we do not have that view. We’re very optimistic. We look at to be continuing at the present level going forward. We made a judgment up there relative to what we see in 2013 to 2015 and felt like it was prudent for us to come back through 2012 particularly given the fact that we’ve reduced our distribution in ONEOK Partners, so we’ll have little bit less cash coming over from ONEOK Partners to ONEOK so all those things although pay maybe perhaps not every agrees with them. They due tie together and I think make good economic sense. Carl L. Kirst – BMO Capital Markets: Fair enough and then if I could just ask a clarification on Terry you made a mention of appreciative better framework for the $0.66 NGL assumption for 2013 about ethane prices being in the low 20s and I’m starting to say propane at convey at $0.90 John W. Gibson: That’s correct. Carl L. Kirst – BMO Capital Markets: Okay. so essentially not too far away from what we’ve seen sort of year-to-date. John W. Gibson: That’s correct, you’re in the range. Carl L. Kirst – BMO Capital Markets: Okay, fair enough. And then lastly, if I could just on ONEOK Partners gathering and processing, just nodding that the gathering volume to the fee base gathering volumes were a little bit lighter in the fourth quarter than we were expecting by the same token it looks that like you bumped up the growth rate in 2013 to kind of account for a little bit later. And I didn’t know was there something that happened in November and December that cost of growth rate not to be quite as robust or they just kind of a generic activity of well hookups and is it possible to actually give us what the current run rate is? Terry K. Spencer: Well, as far as the volumes go, we’re in the midst of a pretty significant weather trend that’s started in about November and December of last year. So we were impacted pretty significantly by that. So what you’re seeing there is in the fourth quarter, certainly is an impact from that. And your last question was about… Carl L. Kirst – BMO Capital Markets: I don’t know, if you could give us the run rate for where those gathering and processing volumes stood today if possible? Terry K. Spencer: Well, we’re running about – in the range of about $250 million a day in the three processing plants that are currently operating there. So, but certainly as we bring on a new plant, the Stateline II plant, we’ll start, we’ll be ramping up those volumes as I mentioned in my comments. Carl L. Kirst – BMO Capital Markets: Okay, thank you. John W. Gibson: One of the things we have to remember is those assets are at north like we run an operation in Canada and of course, for those of you that they are watching the weather channel, we are experiencing some severe and heavy snow in Western Oklahoma, which undoubtedly will impact our processing plants and pipelines, but we’ll report on that when we talk to you about first quarter. Carl L. Kirst – BMO Capital Markets: Okay, great. Thank you.

(Operator Instructions) We’ll move on to our next question to Ted Durbin with Goldman Sachs. Ted J. Durbin – Goldman Sachs & Co.: Thanks. I wanted to just ask about your commodity mix, I think you have previously said your margin composition at OKS could be about 65% in fee-based with the new guidance here with sort of what component of your margin do you see are fee-based now? Terry K. Spencer: Ted, you’re going to be at about the 80% range. John W. Gibson: Roughly. Ted J. Durbin – Goldman Sachs & Co.: Okay. And then as you think… Yes sir. Terry K. Spencer: Ted, about 70% where you’re going to be. Ted J. Durbin – Goldman Sachs & Co.: 70%, got it, it’s okay. And then as we think about sort of on a three year forward basis, you’ve taken the Bakken pipeline, the oil pipeline out, you’ve added some gathering and processing, do you see that mix staying in that 70% range or maybe it gets a little bit more commodity heavy as we have this growth in NGL prices, kind of how you’re seeing that over the three-year deal? Terry K. Spencer: Yeah. As we bring on the NGL projects, I mean those are all fee-based projects. Ted J. Durbin – Goldman Sachs & Co.: Right. Terry K. Spencer: So they’ll be pushing up – it will be pushing up our percentage of fee-based margins as we go forward. Ted J. Durbin – Goldman Sachs & Co.: Okay. Thanks, Terry. Just on the macro, you’ve talked about how much ethane rejection, you think it might be more than 175,000 a day, I guess I’m just curious if there’s that much of ethane that’s still waiting to come in, what gives you confidence that will turn around in 2014, and not still be in sort of ethane rejection at least still have pressure on prices? Terry K. Spencer: Well, Ted, I mean I think the key driver and all this is strong ethane demand, I mean the petrochemicals, I mean their consumption is pushing million barrels a day and we’re expecting to go even higher. Once we get this ethane inventory overhang worked off, which we expect to happen in 2013, then we should be in the clear as we move into 2014 and 2015 and of course, we’ll have some periods of ethane rejection, but we’re really confident just from what we’re seeing, I mean as I indicated in my comments, we think the ethane rejection is happening at a significantly greater level, just as evidenced by the ethane rejection we’re experiencing on our own systems. So but we really think this thing will get worked off this year, many of the experts and those in the industry believe the same thing. And by 2014, we should be in pretty good shape as well as, as we move into 2015 and hopefully, we’ll get to 2016 and 2017 be in really good shape. Ted J. Durbin – Goldman Sachs & Co.: Right, great. And then the last one from me is just, you’ve mentioned the credit metrics has been in sort of defending the investment grade, it’s been a reason for the lower dividends and distribution growth. I guess I’m wondering if you can quantify those metrics that you’re targeting whether it’s at OKS or OKE. How you think about that mix or maybe get a little more fee-based and the ability that they run a little bit more leverage? Terry K. Spencer: Well, we’re talking about both equities; both credit ratings and we stay in contact with the rating agencies. We listen to what they say and others to guide our decisions. I mean as you know, there is no specific formula for what we’re trying to accomplish other than maintaining that 50% level. Johan anything you’d like to add, John? John W. Gibson: One thing I would add to that is a debt-to-EBITDA ratio we’ve spent before keeping that around 4 times or less. Ted J. Durbin – Goldman Sachs & Co.: Okay, that’s great. That’s it. Terry K. Spencer: Does that help? Ted J. Durbin – Goldman Sachs & Co.: Yeah, that’s very helpful. Thank you. Terry K. Spencer: All right.

Next question will come from Citigroup, from Timm Schneider. Timm Schneider – Citigroup Global Markets Inc.: Hey, guys, most of my questions have actually been answered. Just one quick one, what’s driving the lower CapEx number in the NGL segment, fairly with old guidance versus new? Terry K. Spencer: Yeah. The Bakken Crude pipeline was in those numbers and is now out. So that’s a bulk of it. Timm Schneider – Citigroup Global Markets Inc.: Okay, got it. And then if you can, where you guys assuming for a 70 heavier into the barrel, the butanes and nat gasolines in 2013? Terry K. Spencer: You’re going to be somewhere in that $1.40, $1.50 range. Timm Schneider – Citigroup Global Markets Inc.: Okay. Terry K. Spencer: On the (inaudible) you could be pushing $2. Timm Schneider – Citigroup Global Markets Inc.: Okay, got it. That’s it from me. Thank you. Terry K. Spencer: Thank you, Timm.

Next question will come from Helen Ryoo with Barclays. Helen Jung Ryoo – Barclays Capital, Inc.: Thank you. Good morning. Terry K. Spencer: Good morning, Helen. Helen Jung Ryoo – Barclays Capital, Inc.: Hi, I will just start with the clarification question on your NGL price assumption for this year. Did you say that that was before TNF, and that was mostly based on Conway exposure? John W. Gibson: That’s correct Helen. Helen Jung Ryoo – Barclays Capital, Inc.: Okay. And then what is your NGL equity barrel mix assuming full recovery of ethane, is ethane much higher than 50% level? Terry K. Spencer: No. You are going to be somewhere in the neighborhood of 45% to 50%. I mean it’s going to be pretty typical for the industry. Helen Jung Ryoo – Barclays Capital, Inc.: Okay. Terry K. Spencer: 45% to 50% range is going to get you there. Propane, Helen you probably be in that 30%-35% range. Helen Jung Ryoo – Barclays Capital, Inc.: Okay. So the assumption of $0.66 before standup, are you assuming price to get lower from the current level? How should I compare that number to what the current Conway pricing? Terry K. Spencer: Yeah, we are actually on ethane. In our assumption, the ethane prices are probably a bit lower than what we are actually seeing today. Propane prices in our assumption are a bit higher, is slightly higher, I mean you are in the range. So I mean it make sense, if you compare to today’s spot hosting, and look at the forward curve, it makes sense. Helen Jung Ryoo – Barclays Capital, Inc.: Okay, got it. And then just one quick follow-up on different topic; your interest expense guidance, does that assume some of your high cost funds being hold or tendered this year? John W. Gibson: No, it does not. Helen Jung Ryoo – Barclays Capital, Inc.: Okay, great. Thank you very much. John W. Gibson: Thank you, Helen.

Next we will move on to John Edwards with Credit Suisse. John D. Edwards – Credit Suisse Securities LLC: Yes hi, thanks for all the helpful comments on the NGL market. I just had a follow-up to Ted’s question there, just looking out, I think you said about a 700,000 barrel a day increase in ethane, and I didn’t catch through what timeframe was that 2015-’16? I didn’t catch. Terry K. Spencer: 2016 to 2017. John D. Edwards – Credit Suisse Securities LLC: Okay all right that’s helpful, and then I think you made a comment that you are expecting I guess things to swing into possibly short supply than what, I guess I’m having trouble figuring out is – if that‘s the case, how some of the petchems would invest in steam fractures if – without secure supplies, so I am trying to figure out, are you really think the market is relatively balanced or are you really thinking it will be short. Terry K. Spencer: Well I think that’s a great question, I think that – petrochemical companies recognize that as we map this thing out, and look over this timeframe that we could very well be in short supply. I don’t think they truly believe that, they wouldn’t be making these investments as they have a lot of confidence in the development, and the mid-stream development that’s happening upstream to get a lot of confidence in the shale plays. They are actively engaged with the midstream companies talking about drilling, and the development that‘s going on, so I think they really do have a lot of confidence, but as you look at the curves today, we could very well be in short supply, but I don’t – strongly do not believe, that’s what they think. John D. Edwards – Credit Suisse Securities LLC: Okay. And then I guess last question on those lines is, what kind of increase, you are speaking about increase in consumption, I guess this year being up 15% to 20% in consumption? What are you thinking, I guess ‘14, ‘15, ‘16 timeframe? John W. Gibson: I guess you are talking about consumption…. John D. Edwards – Credit Suisse Securities LLC: Of ethane, consumption of ethane… John W. Gibson: Yeah. I mean when you look at the 2014 to 2015 timeframe, we’re going to be in about that 1.3 million to 1.4 million barrels per day range. There was actually a chart that we’ve produced that we’ll show that to you. So we’ll see it ramping up in the million barrels a day pretty quickly over the 2013 as we move into 2014, 2015, we’ll be in that, I could say, 1.3 million barrels a day range or so. John D. Edwards – Credit Suisse Securities LLC: Okay, great, that’s very helpful. Thank you very much. John W. Gibson: You bet.

Craig Shere with Tuohy Brothers has our next question. Please go ahead. Craig K. Shere – Tuohy Brothers Investment Research, Inc.: Hi guys, I want to come back to the distribution question, but I kind of think about it more longer term, if I’m looking at this correct, saving I think was something like 1.5 of the CAGR and EBITDA growth to 2015 results in a much lower, modest EBITDA reduction, maybe $60 million or so. but the distribution guidance seems much greater relative to the EBITDA adjustment, and it seems like that’s driving potentially extremely conservative distribution coverage ratio into 2014, 2015. Am I thinking about that wrong and as you have these fee-based projects coming online, is there any reason you’d want to be going above your targeted cap of 1.15 times coverage in and out of years. John W. Gibson: Currently, as we move on more heavily weighted towards these fee-based arrangements, we’ll be more comfortable, we move towards the 1.15, stay within that 1.05 to 1.15 that clearly we’ve been above that in past. I believe in the ‘14 and ‘15, we’re above that as well. So I guess you are thinking about it correctly. Craig K. Shere – Tuohy Brothers Investment Research, Inc.: Okay. so it sounds like without even any change in guidance if your comfort level is that your expectations will not be worse than what you’ve laid out just on current guidance, you could probably look at choosing the distribution growth rate as far as 2015? John W. Gibson: Well, I mean as we typically do, we’ll look at that the quarter before. but not now from 2015, I mean the message is clear that in particular, our exposure to NGL barrel, ethane rejection is taking volume off of our systems and that volume as I mentioned earlier has dollars associated with it. So we know we’re not going to have as many dollars as we thought we would in 2013, primarily because of this prolonged expected ethane rejection, which is far longer than any of us with industry experience would anticipate or did anticipate. Our view is that we’ve spent most of the year at this level. do we have perfect knowledge? Of course, not, and if those volumes come back on to our systems, ethane rejection in another words is not as long as we anticipate it than you may rest assured that we will look at our distribution at ONEOK Partners as well as our dividend at ONEOK, Inc. But we will also be looking at that while at the same time; we look at our credit rating and those other metrics that we discussed earlier. Craig K. Shere – Tuohy Brothers Investment Research, Inc.: : John W. Gibson: Well, as I mentioned earlier about what we have done historically with our cash in the past, increasing the dividend it’s certainly one of the things we’ve done and we obviously are going to continue to do investment in ONEOK Partners. We bought back shares, we still have as you point out the ability to buy back more. So we have all of those available to us and as I indicated earlier, we want to retain the flexibility to do those things that we think are – make good economic sense for the company, the shareholders and the unitholders. Craig K. Shere – Tuohy Brothers Investment Research, Inc.: Fair enough and last question probably for Terry. The re-contracting that you are talking about, did that relate to the condensate keep-whole volumes being down so much from third quarter and year-over-year? Terry K. Spencer: No, it did not. Craig K. Shere – Tuohy Brothers Investment Research, Inc.: What was driving that if I could ask? Terry K. Spencer: Craig, it’s just a growth in the POP business, and we’re ended up with the keep-wholes around 3% down from like 6%. So it’s just growth in the other contracts, that’s what driving those numbers. Craig K. Shere – Tuohy Brothers Investment Research, Inc.: But the keep-whole volumes aren’t stable against to growing high, because that the total volumes were down. Terry K. Spencer: Well, I think it’s just fair to say that keep-wholes, it’s not material. It’s probably the best way to look at it, right, for gathering and processing in our company less than 5%? So you may not want to spend a lot of time on that now. Craig K. Shere – Tuohy Brothers Investment Research, Inc.: Okay fair enough. thank you, gentlemen. Terry K. Spencer: Sure.

And we do have time for one last question. that will come from Michael Blum with Wells Fargo. Michael J. Blum – Wells Fargo Securities LLC: Okay, thank you. first question just as you have all this new processing capacity coming online over the next couple of years, once that’s all built out, what does your contract mix look like? Does it change much in terms of POP versus keep-whole versus fee? Terry K. Spencer: It will actually increase, if you’re looking at just the G&P segment, as we bring all these new plants in the Bakken. I mean we will become more commodity price sensitive. and so I can’t remember what’s the percentage max is out at least in the 2015 timeframe, but it’s not a huge increase, but it will go slightly as you look at just the G&P segment, but you got to remember much of that, at the partnership level gets offset, because in our NGL segment, all of our growth projects are fee-based. Michael J. Blum – Wells Fargo Securities LLC: Got it, okay. Terry K. Spencer: Got it? Michael J. Blum – Wells Fargo Securities LLC: Yes. And then in terms of your new forecast or assumptions for the Conway to Mont Belvieu spread. Have you changed your fundamental view of what that spread will look like, I think historically, your view was – and correct me if I'm wrong that it would move ultimately to effectively to transport costs, but it seems like you’re at least for 2013 expecting that to be even tighter than that, I’m just trying to reconcile those? Terry K. Spencer: Mike, you just got to understand there are more products than just ethane and we’re giving you this $0.05 to $0.06 ethane forward-view, but there are other products that will be optimized that could be above that. So when you look at the overall average barrel, which we don’t advertise that number for competitive reasons, you could be more in that cost-to-build range. So I mean our view really hasn’t changed, I mean we expect these spreads to come to narrow. we’ve got an unusual situation with very high ethane inventories, and the heavy rejection that’s happening has really brought these spreads in, but our long-term view as of the spreads would narrow, because of the capacity that others and ourselves are bringing online over the course of the next couple of years. Michael J. Blum – Wells Fargo Securities LLC: Okay. Terry K. Spencer: Does that help you? Michael J. Blum – Wells Fargo Securities LLC: Yeah. It does, it does. And then last quick question from me that in the release, you have a table that shows the percent of NGL you hedged for 2013 at 45%, I’m assuming based on the price that you show there that there is no ethane that’s hedged today in that, I was wondering if there is also any propane in that number that consist all have heavier in that. John W. Gibson: That’s correct there is little to no ethane in that number, and there is some propane, and then heavier. Michael J. Blum – Wells Fargo Securities LLC: Okay great. Thank you very much. John W. Gibson: You bet, thank you Michael.

All right. Well, thank you for joining us everybody for ONEOK Partners’ unitholders K-1’s are now available online, and will be mailed out by tomorrow Wednesday, February 27. Our quiet periods of the first quarter starts when we close our books in early April, and extends until earnings are released after the market closes on April 30 followed by our conference call at 11 a.m. Eastern, 10 a.m. Central on May 1. We will provide details on the conference call at a later date. T.D. Eureste and I will be available throughout the day to answer your follow-up questions. Thank you for joining us and have a good day.

And again ladies and gentlemen that does conclude today’s conference. We thank you for your participation. Have a great day.