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Provide reliable energy and energy-related services in a safe and environmentally responsible manner to our stakeholders through our ownership in ONEOK Partners - environmental, safety and health issues continue to be a primary focus for us, and our emphasis on personal and process safety has produced improvements in the key indicators we track.  We also continue to look for ways to reduce our environmental impact by conserving resources and utilizing more efficient technologies;

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Maximize dividend payout while maintaining financial strength and flexibility - during 2013, cash dividends paid per share increased 17 percent compared with the prior year. During 2013, ONEOK Partners’ cash distributions increased by 28 cents per unit, an increase of approximately 11 percent compared with 2012; ONEOK Partners announced new capital projects and acquisitions of $1.2 billion, increasing its total growth program to approximately $6.0 billion to $6.4 billion. These projects are expected to meet the needs of NGL and natural gas producers in the Williston Basin, Niobrara Shale, Cana-Woodford Shale, Woodford Shale, Mississippian Lime and Granite Wash areas, and for additional natural gas liquids infrastructure in the Mid-Continent and Gulf Coast areas that will enhance the distribution of NGL products to meet the increasing petrochemical industry and NGL export demand. When completed, these projects are anticipated to provide additional earnings and cash flows. In 2014, we intend to distribute the majority of our cash flows in excess of debt service, income taxes and other operating needs in the form of dividends. ONEOK Partners’ balance sheet remains strong, and ONEOK Partners will seek to maintain its investment-grade credit ratings; and

•	Attract, select, develop and retain a diverse group of employees to support strategy execution - we continue to execute on our recruiting strategy that targets colleges, universities and vocational-technical schools in our operating areas.  We also continue to focus on employee development efforts with our current employees.

•	ONEOK Partners;

•	Natural Gas Distribution; and

•	Energy Services.

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POP with fee - These commodity contracts allow ONEOK Partners to retain a percentage of the proceeds from the sale of residue gas, condensate, and/or NGLs and to charge fees for gathering, treating, compressing and processing the producer’s natural gas.  POP with fee contracts expose ONEOK Partners to commodity price and volumetric risks but economically align it with the producer because ONEOK Partners’ benefits from higher commodity prices, reduced costs and improved efficiencies. This type of contract represented approximately 85 percent and 81 percent of contracted volumes for 2013 and 2012, respectively.  There are a variety of factors that directly affect ONEOK Partners, POP margins, including:

–	the percentage of proceeds retained by ONEOK Partners that represent NGL, condensate and residue natural gas sales that it receives as payment for the services it provides;

–	volumes produced that affects its fee revenue;

–	transportation and fractionation costs incurred on the NGLs it retains; and

–	the natural gas, crude oil and NGL prices received for its retained products.

•	Fee - ONEOK Partners is paid a fee for the services it provides, based on volumes gathered, processed, treated and/or compressed. ONEOK Partners’ fee-based contracts expose it to volumetric risk and represent approximately 15 percent and 19 percent of contracted volumes for 2013 and 2012, respectively.

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•	Exchange services’ activities - ONEOK Partners primarily gathers, fractionates and treats unfractionated NGLs for a fee, thereby converting them into marketable NGL products that are stored and shipped to a market center or customer-designated location. Many of these exchange volumes are under contracts with minimum volume commitments.

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Optimization and marketing activities - ONEOK Partners utilizes its assets, contract portfolio and market knowledge to capture location, product and seasonal price differentials.  ONEOK Partners transports NGL products between Conway, Kansas and Mont Belvieu, Texas, to capture the location price differentials between the two market centers.  ONEOK Partners’ natural gas liquids storage facilities are also utilized to capture seasonal price variances. A growing portion of its marketing activities serves truck and rail markets.

•	Pipeline transportation activities - ONEOK Partners transports unfractionated NGLs, NGL products and refined petroleum products, primarily under its FERC-regulated tariffs.  Tariffs specify the maximum rates ONEOK Partners charges its customers and the general terms and conditions for NGL transportation service on its pipelines.

•	Isomerization activities - ONEOK Partners captures the product price differential when normal butane is converted into the more valuable iso-butane at its isomerization unit in Conway, Kansas.  Iso-butane is used in the refining industry to increase the octane of motor gasoline.

•	Storage activities - ONEOK Partners storage activities consist primarily of fee-based NGL storage services at its Mid-Continent and Gulf Coast storage facilities.

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Firm service - Customers can reserve a fixed quantity of pipeline or storage capacity for the terms of their contract. Under this type of contract, the customer pays a fixed fee for a specified quantity regardless of their actual usage. The customer then typically pays incremental fees, known as commodity charges, that are based upon the actual volume of natural gas they transport or store, and/or ONEOK Partners may retain a specified volume of natural gas in-kind for fuel.  Under the firm-service contract, the customer generally is guaranteed access to the capacity they reserve; and

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Interruptible service - Customers with interruptible service transportation and storage agreements may utilize available capacity after firm-service requests are satisfied or on an as-available basis.  Interruptible service customers typically are assessed fees, such as a commodity charge, based on their actual usage, and/or ONEOK Partners may retain a specified volume of natural gas in-kind for fuel.  Under the interruptible service contract, the customer is not guaranteed use of ONEOK Partners’ pipelines and storage facilities unless excess capacity is available.

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•	quality of services provided;

•	producer drilling activity;

•	the petrochemical industry’s level of capacity utilization and feedstock requirements;

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•	products retained and/or fees charged under its contracts;

•	current and forward NGL prices;

•	location of its assets relative to those of its competitors;

•	location of its assets relative to drilling activity;

•	proximity to NGL supply areas and markets;

•	efficiency and reliability of its operations;

•	operating pressures maintained on its gathering systems; and

•	receipt and delivery capabilities that exist for natural gas and NGLs in each pipeline system, processing plant, fractionator and storage location.

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•	more volatile and higher natural gas prices;

•	customers improving the energy efficiency of existing homes by replacing doors and windows, adding insulation and replacing appliances with more efficient ones;

•	more energy-efficient construction; and

•	fuel switching.

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•	an evaluation on whether hazardous natural gas liquids and natural gas pipeline integrity-management requirements should be expanded beyond current high-consequence areas;

•	a review of all natural gas and hazardous natural gas liquids gathering pipeline exemptions;

•	a verification of records for pipelines in class 3 and 4 locations and high-consequence areas to confirm maximum allowable operating pressures; and

•	a requirement to test previously untested pipelines operating above 30 percent yield strength in high-consequence areas.

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•	the extent to which acquisitions and investment opportunities become available;

•	our success in bidding for the opportunities that do become available;

•	regulatory approval, if required, of the acquisitions or investments on favorable terms; and

•	our access to capital, including our ability to use our equity in acquisitions or investments, and the terms upon which we obtain capital.

•	inaccurate assumptions about volumes, revenues and costs, including potential synergies;

•	an inability to integrate successfully the businesses we acquire;

•	decrease in our liquidity as a result of our using a significant portion of our available cash or borrowing capacity to finance the acquisition;

•	a significant increase in our interest expense or financial leverage if we incur additional debt to finance the acquisition;

•	the assumption of unknown liabilities for which we are not indemnified, our indemnity is inadequate or our insurance policies may exclude from coverage;

•	an inability to hire, train or retain qualified personnel to manage and operate the acquired business and assets;

•	limitations on rights to indemnity from the seller;

•	inaccurate assumptions about the overall costs of equity or debt;

•	the diversion of management’s and employees’ attention from other business concerns;

•	unforeseen difficulties operating in new product areas or new geographic areas;

•	increased regulatory burdens;

•	customer or key employee losses at an acquired business; and

•	increased regulatory requirements.

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•	make it more difficult for us to satisfy our obligations with respect to our senior notes and our other indebtedness due to the increased debt-service obligations, which could, in turn, result in an event of default on such other indebtedness or our senior notes;

•	impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or general business purposes;

•	diminish our ability to withstand a downturn in our business or the economy;

•	require us to dedicate a substantial portion of our cash flow from operations to debt-service payments, reducing the availability of cash for working capital, capital expenditures, acquisitions, or general corporate purposes;

•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

•	place us at a competitive disadvantage compared with our competitors that have proportionately less debt.

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•	overall domestic and global economic conditions;

•	relatively minor changes in the supply of, and demand for, domestic and foreign energy;

•	market uncertainty;

•	the availability and cost of third-party transportation, natural gas processing and natural gas liquids fractionation capacity;

•	the level of consumer product demand and storage inventory levels;

•	ethane rejection;

•	geopolitical conditions impacting supply and demand for natural gas, NGLs and crude oil;

•	weather conditions;

•	domestic and foreign governmental regulations and taxes;

•	the price and availability of alternative fuels;

•	speculation in the commodity futures markets;

•	overall domestic and global economic conditions;

•	the price of natural gas, crude oil, NGL and liquefied natural gas imports and exports;

•	the effect of worldwide energy-conservation measures; and

•	the impact of new supplies, new pipelines, processing and fractionation facilities on location price differentials.

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•	the value of the NGLs and natural gas it receives in exchange for the natural gas gathering and processing services it provides;

•	the differentials between NGL and natural gas prices associated with its keep-whole contracts and the differentials between the individual NGL products with respect to ONEOK Partners’ natural gas liquids transportation and fractionation agreements;

•	the price differentials between the individual NGL products;

•	the NGL price differentials at different locations;

•	the seasonal price differentials of natural gas and NGLs related to storage operations;

•	the fuel costs and the value of the retained fuel in-kind in ONEOK Partners’ natural gas pipelines and storage operations; and

•	the differential between ethane and natural gas prices.

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•	demand and prices for natural gas, NGLs and crude oil;

•	producers’ finding and developing costs of reserves;

•	producers’ desire and ability to obtain necessary permits in a timely and economic manner;

•	natural gas field characteristics and production performance;

•	surface access and infrastructure issues; and

•	capacity constraints on natural gas, crude oil and natural gas liquids infrastructure from the producing areas and ONEOK Partners’ facilities.

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•	the Clean Air Act and analogous state laws that impose obligations related to air emissions;

•	the Clean Water Act and analogous state laws that regulate discharge of waste water from ONEOK Partners’ facilities to state and federal waters;

•	the federal CERCLA and analogous state laws that regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by ONEOK Partners or locations to which ONEOK Partners has sent waste for disposal;

•	the federal Resource Conservation and Recovery Act and analogous state laws that impose requirements for the handling and discharge of solid and hazardous waste from ONEOK Partners’ facilities; and

•	an EPA-issued rule on air-quality standards, known as RICE NESHAP.

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•	rates, operating terms and conditions of service;

•	the types of services ONEOK Partners may offer it customers;

•	construction of new facilities;

•	the integrity, safety and security of facilities and operations;

•	acquisition, extension or abandonment of services or facilities;

•	reporting and information posting requirements;

•	maintenance of accounts and records; and

•	relationships with affiliate companies involved in all aspects of the natural gas and energy businesses.

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•	make it more difficult to satisfy its obligations with respect to its senior notes and other indebtedness, which could in turn result in an event of default on such other indebtedness or its senior notes;

•	impair its ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or general business purposes;

•	diminish its ability to withstand a downturn in its business or the economy;

•	require it to dedicate a substantial portion of its cash flow from operations to debt-service payments, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, distributions to partners and general partnership purposes;

•	limit its flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; and

•	place it at a competitive disadvantage compared with its competitors that have proportionately less debt.

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•	the Intermediate Partnership incurred the guarantee with the intent to hinder, delay or defraud any of its present or future creditors or the Intermediate Partnership contemplated insolvency with a design to favor one or more creditors to the total or partial exclusion of others; or

•	the Intermediate Partnership did not receive fair consideration or reasonable equivalent value for issuing the guarantee and, at the time it issued the guarantee, the Intermediate Partnership:

–	was engaged or about to engage in a business or transaction for which its remaining assets constituted unreasonably small capital; or

•	the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets at a fair valuation;

•	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•	it could not pay its debts as they become due.

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•	eight natural gas processing plants with approximately 585 MMcf/d of natural gas processing capacity in the Mid-Continent region, and eight natural gas processing plants, with approximately 465 MMcf/d of processing capacity, in the Rocky Mountain region;

•	approximately 30 MBbl/d of natural gas liquids fractionation capacity at various natural gas processing plants in the Mid-Continent and Rocky Mountain regions;

•	approximately 11,300 miles and 7,000 miles of natural gas gathering pipelines in the Mid-Continent and Rocky Mountain regions, respectively;

•	approximately 2,700 miles of non-FERC-regulated natural gas liquids gathering pipelines with peak gathering capacity of approximately 772 MBbl/d;

•	approximately 170 miles of non-FERC regulated natural gas liquids distribution pipelines with approximately 66 MBbl/d of peak transportation capacity;

•	approximately 1,510 miles of FERC-regulated natural gas liquids gathering pipelines with peak capacity of approximately 270 MBbl/d;

•	approximately 3,500 miles of FERC-regulated natural gas liquids and refined petroleum products distribution pipelines with approximately 708 MBbl/d of peak transportation capacity;

•	one natural gas liquids fractionator, located in Oklahoma, with operating capacity of approximately 210 MBbl/d; two natural gas liquids fractionators, located in Kansas, with combined operating capacity of 260 MBbl/d; and one natural gas liquids fractionator, located in Texas, with operating capacity of 75 MBbl/d;

•	80 percent ownership interest in one natural gas liquids fractionator in Texas with ONEOK Partners’ proportional share of operating capacity of approximately 128 MBbl/d;

•	interest in one natural gas liquids fractionator in Kansas with ONEOK Partners’ proportional share of operating capacity of approximately 11 MBbl/d;

•	one isomerization unit in Kansas with operating capacity of 9 MBbl/d;

•	six natural gas liquids storage facilities in Oklahoma, Kansas and Texas with operating storage capacity of approximately 23.2 MMBbl;

•	eight natural gas liquids product terminals in Missouri, Nebraska, Iowa and Illinois;

•	above- and below-ground storage facilities associated with its FERC-regulated natural gas liquids pipeline operations in Iowa, Illinois, Nebraska and Kansas with combined operating capacity of approximately 978 MBbl;

•	access to 60 MBbl/d natural gas liquids fractionation capacity in Texas through a fractionation services agreement; and

•	access to approximately 2.5 MMBbl of leased NGL storage capacity at facilities in Kansas and Texas;

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•	approximately 1,500 miles of FERC-regulated interstate natural gas pipelines with approximately 3.2 Bcf/d of peak transportation capacity;

•	approximately 5,100 miles of state-regulated intrastate transmission pipelines with approximately 3.0 Bcf/d of peak transportation capacity; and

•	approximately 53.7 Bcf of total working natural gas storage capacity.

•	one natural gas processing plant, the Canadian Valley Plant in Oklahoma, with approximately 200 MMcf/d of processing capacity, in the Mid-Continent region;

•	approximately 540 miles of FERC-regulated natural gas liquids distribution pipeline, the Sterling III pipeline, from Medford, Oklahoma, to Mont Belvieu, Texas, with peak capacity of 193 MBbl/d; and

•	one ethane/propane splitter with the capacity to produce 32 MBbl/d of purity ethane and 8 MBbl/d of propane located in Texas.

•	three natural gas processing plants with approximately 400 MMcf/d of combined processing capacity in the Rocky Mountain region;

•	approximately 95 miles of FERC-regulated distribution pipelines from Hutchinson, Kansas, to Medford, Oklahoma;

•	one natural gas liquids fractionator, MB-3 located in Texas, with operating capacity of approximately 75 MBbl/d; and

•	upgrade and construct natural gas gathering and processing infrastructure related to the Sage Creek expansion project.

•	natural gas processing plants were approximately 71 percent and 69 percent utilized;

•	natural gas pipelines were approximately 90 percent and 89 percent subscribed;

•	FERC-regulated natural gas liquids gathering pipelines were approximately 71 percent and 99 percent utilized;

•	FERC-regulated natural gas liquids distribution pipelines were approximately 58 percent and 65 percent utilized;

•	non-FERC-regulated natural gas liquids pipelines were approximately 69 percent and 68 percent subscribed;

•	natural gas liquids fractionators were approximately 78 percent and 89 percent utilized;

•	average contracted natural gas liquids storage volumes were approximately 72 percent and 60 percent of storage capacity; and

•	natural gas storage facilities were 92 percent and fully subscribed.

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ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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•	the Bakken NGL Pipeline, which was placed in service in April 2013;

•	the Stateline II natural gas processing plant, which was placed in service in April 2013;

•	the Divide County, North Dakota, natural gas gathering system, portions of which were placed in service in the second quarter 2013;

•	the expansion of its Overland Pass Pipeline, portions of which were placed in service in the second quarter 2013;

•	the Ethane Header Pipeline, which was placed in service in April 2013;

•	the Stateline I natural gas processing plant, which was placed in service in September 2012;

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•	the expansion of its Bushton natural gas liquids fractionator, which was placed in service in September 2012; and

•	the expansion of its Mid-Continent natural gas liquids gathering system in the Cana-Woodford Shale and Granite Wash areas, which was placed in service in April 2012.

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•	an increase of $166.5 million in exchange-services margins, which resulted from higher NGL volumes gathered, contract renegotiations for higher fees in ONEOK Partners’ NGL exchange-services activities and higher revenues from customers with minimum volume obligations in ONEOK Partners’ natural gas liquids business;

•	an increase of $100.1 million due primarily to volume growth in the Williston Basin from ONEOK Partners’ Stateline I and Stateline II natural gas processing plants and increased well connections resulting in higher natural gas volumes gathered, compressed, processed, transported and sold, higher NGL volumes sold and higher fees in ONEOK Partners’ natural gas gathering and processing business;

•	an increase of $19.5 million due to the impact of operational measurement gains of approximately $9.7 million in 2013 compared with losses of approximately $9.8 million in 2012 in ONEOK Partners’ natural gas liquids business;

•	an increase of $10.5 million in storage margins due primarily to contract renegotiations in ONEOK Partners’ natural gas liquids business;

•	an increase of $9.6 million in transportation margins due primarily to higher rates on Guardian Pipeline and higher contracted capacity with natural gas producers on our intrastate pipelines in ONEOK Partners’ natural gas pipelines business;

•	an increase of $6.4 million due to a contract settlement in 2013 in ONEOK Partners’ natural gas gathering and processing business; offset partially by

•	a decrease of $162.7 million in optimization and marketing margins, which resulted from a $202.5 million decrease due primarily to significantly narrower NGL location price differentials in ONEOK Partners’ natural gas liquids business. This decrease was offset partially by an increase of $35.7 million due primarily to more favorable NGL product price differentials;

•	a decrease of $48.8 million resulting from the impact of ethane rejection, which resulted in lower NGL volumes in ONEOK Partners’ natural gas liquids business;

•	a decrease of $41.7 million due primarily to lower net realized NGL prices in ONEOK Partners’ natural gas gathering and processing business;

•	a decrease of $22.4 million related to lower isomerization volumes, resulting from the narrower price differential between normal butane and iso-butane in ONEOK Partners’ natural gas liquids business;

•	a decrease of $13.4 million due primarily to changes in contract mix and terms associated with our volume growth in ONEOK Partners’ natural gas gathering and processing business;

•	a decrease of $3.9 million from lower net retained fuel in ONEOK Partners’ natural gas pipelines business; and

•	a decrease of $3.5 million due to lower dry natural gas volumes gathered as a result of continued declines in coal-bed methane production in the Powder River Basin in ONEOK Partners’ natural gas gathering and processing business.

•	an increase of $17.7 million in employee-related costs due to higher labor and employee benefit costs, offset partially by lower incentive compensation costs;

•	an increase of $18.0 million in higher materials and supplies, and outside service expenses; and

•	an increase of $6.9 million due to higher ad valorem taxes.

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•	an increase of $131.5 million due to volume growth in the Williston Basin from ONEOK Partners’ new Garden Creek and Stateline I natural gas processing plants and increased drilling activity resulting in higher natural gas volumes gathered, compressed, processed, transported and sold, and higher fees in ONEOK Partners’ natural gas gathering and processing business;

•	an increase of $101.5 million related to higher NGL volumes gathered and fractionated across ONEOK Partners’ systems related to completion of certain growth projects and contract renegotiations for higher fees associated with ONEOK Partners’ NGL exchange services activities; and

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•	an increase of $13.1 million due to higher natural gas liquids storage margins as a result of contract renegotiations at higher fees in ONEOK Partners’ natural gas liquids business; offset partially by

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a decrease of $91.2 million in optimization and marketing margins in ONEOK Partners’ natural gas liquids business, which resulted from a $94.6 million decrease due to narrower NGL location price differentials and reduced transportation capacity available for optimization activities, as an increasing portion of its transportation capacity between the Conway, Kansas, and Mont Belvieu, Texas, NGL market centers was utilized by its exchange services activities to produce fee-based earnings. This decrease was offset partially by a $3.5 million increase in ONEOK Partners’ marketing activities that benefited from higher natural gas liquids truck and rail volumes;

•	a decrease of $38.1 million due primarily to higher compression costs and less favorable contract terms associated with volume growth in the Williston Basin in ONEOK Partners’ natural gas gathering and processing business;

•	a decrease of $31.4 million due to lower net realized natural gas and NGL prices, particularly ethane and propane, in ONEOK Partners’ natural gas gathering and processing business; and

•	a decrease of $5.9 million due to lower natural gas volumes gathered in the Powder River Basin as a result of continued declines in coal-bed methane production.

•	an increase of $27.3 million from higher materials and supplies, and outside services expenses, including costs associated with scheduled maintenance at ONEOK Partners’ existing facilities, and higher ad valorem taxes; offset partially by

•	a decrease of $3.7 million due primarily to $9.0 million decrease of labor and employee-related costs associated with incentive and benefit plans, offset partially by a $5.3 million increase in other labor and employee-related costs due to the growth of operations in its natural gas gathering and processing and natural gas liquids businesses.

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•	an increase of $36.8 million from new rates in all three states;

•	an increase of $12.5 million due to higher sales volume due primarily to colder than normal weather in all three states in 2013, compared with warmer than normal weather in 2012; and

•	an increase of $5.9 million from higher transportation volumes, due primarily to higher demand from weather-sensitive customers in Kansas.

•	an increase of $14.3 million in employee-related expense, primarily pension cost increases resulting from an annual change in the estimated discount rate;

•	an increase of $10.1 million in share-based compensation costs due primarily to the appreciation in ONEOK’s share price in 2013;

•	an increase of $7.0 million in ad valorem tax expense primarily as a result of an increase in the level of this expense recovered in base rates, which is offset in net margin. For Kansas Gas Service, actual ad valorem taxes incurred that differ from the level of ad valorem taxes recovered in base rates are deferred or refunded through an ad valorem tax surcharge; and

•	an increase of $2.9 million in bad debt expense as a result of increased revenues.

•	an increase of $15.4 million from new rates in all three states; offset partially by

•	a decrease of $8.5 million due to expiration of the Integrity Management Program (IMP) rider, which allowed Oklahoma Natural Gas to recover certain deferred pipeline-integrity costs in Oklahoma.  This decrease is offset by lower regulatory amortization in depreciation and amortization expense; and

•	a decrease of $2.2 million from lower transportation volumes due to weather-sensitive customers in Kansas and Oklahoma.

•	a decrease of $16.7 million in share-based compensation costs from common stock awarded in 2011 to employees as part of ONEOK’s stock award program and the appreciation in ONEOK’s share price during 2011;

•	a decrease of $8.9 million in employee-related incentive and health benefit costs due to reduced short-term incentives and medical claims expenses; offset partially by

•	an increase of $5.4 million in pension costs as a result of the annual change in our estimated discount rate;

•	an increase of $4.8 million due primarily to expenses associated with outside services and pipeline maintenance; and

•	an increase of $4.0 million in litigation expense.

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Kansas Gas Service shall not change its base rates prior to January 1, 2017. The time limitation on filing a general rate case to change base rates does not preclude Kansas Gas Service from changing rates or tariffs to recover appropriate costs under its current approved riders and tariffs, including its cost-of-gas rider, annual cost adjustment, weather-normalization adjustment, ad valorem tax surcharge and gas system reliability surcharge (GSRS) tariffs;

•	Kansas Gas Service agreed to expense certain costs associated with ONEOK’s acquisition of Kansas Gas Service in 1997 that were recorded previously as a regulatory asset and were being amortized and recovered in rates over a 40-year period. As such, we recorded a noncash charge as amortization expense of approximately $10.2 million in the fourth quarter 2013;

•	The level of pension and postretirement benefit costs used to calculate Kansas Gas Service’s Pension and Other Postretirement Benefit Trackers shall be adjusted to $13.6 million from $16.6 million with a corresponding reduction to revenues; and

•	ONEOK agreed to make a one-time contribution to 501(c)(3) organizations of $1.2 million that was recorded in the fourth quarter 2013, to provide financial assistance for weatherization of housing for low-income natural gas customers of Kansas Gas Service.

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a net increase of $24.3 million in storage and marketing margins, net of hedging activities, due primarily to an increase related to the reclassification in the first quarter 2012 of deferred losses into earnings from accumulated other comprehensive income (loss) on certain financial contracts that were used to hedge forecasted purchases on natural gas in 2012 and reduced storage capacity resulting in lower demand charges in the current year, offset partially by decreases due to lower realized seasonal storage differentials and marketing margins, net of hedging activities; and

•	an increase of $17.1 million in transportation margins from lower transportation costs, due primarily to reduced contracted transportation capacity resulting in lower demand charges in the current year; offset partially by

•	a decrease of $19.8 million in premium-services margins, associated primarily with lower demand fees due to the reduced size of our operations as a result of our decision to wind down this segment; and

•	a decrease of $5.6 million in financial trading margins due to the reduced size of our operations as a result of our decision to wind down this segment.

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•	ONE Gas issued senior notes totaling $1.2 billion, generating net proceeds of approximately $1.19 billion;

•	We received a cash distribution of approximately $1.13 billion from the proceeds of the ONE Gas senior notes offering;

•	We repaid all commercial paper outstanding, which totaled approximately $600.5 million;

•	We repaid $150 million of senior notes through an early tender;

•	We made an irrevocable election to exercise the make-whole call on $400 million of senior notes that we expect to repay in March 2014;

•	We reduced our credit facility to $300 million from $1.2 billion; and

•	We are terminating our commercial paper program.

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•	Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

•	Level 2 - Significant observable pricing inputs other than quoted prices included within Level 1 that are, either directly or indirectly, observable as of the reporting date.  Essentially, this represents inputs that are derived principally from or corroborated by observable market data; and

•	Level 3 - May include one or more unobservable inputs that are significant in establishing a fair value estimate.  These unobservable inputs are developed based on the best information available and may include our own internal data.

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•	the effects of weather and other natural phenomena, including climate change, on our operations, including energy sales and demand for our services and energy prices;

•	competition from other United States and foreign energy suppliers and transporters, as well as alternative forms of energy, including, but not limited to, solar power, wind power, geothermal energy and biofuels such as ethanol and biodiesel;

•	the capital intensive nature of our businesses;

•	the profitability of assets or businesses acquired or constructed by us;

•	our ability to make cost-saving changes in operations;

•	risks of marketing, trading and hedging activities, including the risks of changes in energy prices or the financial condition of our counterparties;

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•	the uncertainty of estimates, including accruals and costs of environmental remediation;

•	the timing and extent of changes in energy commodity prices;

•	the effects of changes in governmental policies and regulatory actions, including changes with respect to income and other taxes, pipeline safety, environmental compliance, climate change initiatives and authorized rates of recovery of natural gas and natural gas transportation costs;

•	the impact on drilling and production by factors beyond our control, including the demand for natural gas and crude oil; producers’ desire and ability to obtain necessary permits; reserve performance; and capacity constraints on the pipelines that transport crude oil, natural gas and NGLs from producing areas and our facilities;

•	changes in demand for the use of natural gas and crude oil because of market conditions caused by concerns about global warming;

•	the impact of unforeseen changes in interest rates, equity markets, inflation rates, economic recession and other external factors over which we have no control, including the effect on pension and postretirement expense and funding resulting from changes in stock and bond market returns;

•	our indebtedness could make us vulnerable to general adverse economic and industry conditions, limit our ability to borrow additional funds and/or place us at competitive disadvantages compared with our competitors that have less debt, or have other adverse consequences;

•	actions by rating agencies concerning the credit ratings of ONEOK and ONEOK Partners;

•	the results of administrative proceedings and litigation, regulatory actions, rule changes and receipt of expected clearances involving the OCC, KCC, Texas regulatory authorities or any other local, state or federal regulatory body, including the FERC, the National Transportation Safety Board, the PHMSA, the EPA and CFTC;

•	our ability to access capital at competitive rates or on terms acceptable to us;

•	risks associated with adequate supply to our gathering, processing, fractionation and pipeline facilities, including production declines that outpace new drilling or extended periods of ethane rejection;

•	the risk that material weaknesses or significant deficiencies in our internal controls over financial reporting could emerge or that minor problems could become significant;

•	the impact and outcome of pending and future litigation;

•	the ability to market pipeline capacity on favorable terms, including the effects of:

–	future demand for and prices of natural gas, NGLs and crude oil;

–	competitive conditions in the overall energy market;

–	availability of supplies of Canadian and United States natural gas and crude oil; and

–	availability of additional storage capacity;

•	performance of contractual obligations by our customers, service providers, contractors and shippers;

•	the timely receipt of approval by applicable governmental entities for construction and operation of our pipeline and other projects and required regulatory clearances;

•	our ability to acquire all necessary permits, consents or other approvals in a timely manner, to promptly obtain all necessary materials and supplies required for construction, and to construct gathering, processing, storage, fractionation and transportation facilities without labor or contractor problems;

•	the mechanical integrity of facilities operated;

•	demand for our services in the proximity of our facilities;

•	our ability to control operating costs;

•	acts of nature, sabotage, terrorism or other similar acts that cause damage to our facilities or our suppliers’ or shippers’ facilities;

•	economic climate and growth in the geographic areas in which we do business;

•	the risk of a prolonged slowdown in growth or decline in the United States or international economies, including liquidity risks in United States or foreign credit markets;

•	the impact of recently issued and future accounting updates and other changes in accounting policies;

•	the possibility of future terrorist attacks or the possibility or occurrence of an outbreak of, or changes in, hostilities or changes in the political conditions in the Middle East and elsewhere;

•	the risk of increased costs for insurance premiums, security or other items as a consequence of terrorist attacks;

•	risks associated with pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions and any regulatory delay or conditions imposed by regulatory bodies in connection with any such acquisitions and dispositions;

•	the impact of uncontracted capacity in our assets being greater or less than expected;

•	the ability to recover operating costs and amounts equivalent to income taxes, costs of property, plant and equipment and regulatory assets in our state and FERC-regulated rates;

•	the composition and quality of the natural gas and NGLs we gather and process in our plants and transport on our pipelines;

•	the efficiency of our plants in processing natural gas and extracting and fractionating NGLs;

•	the impact of potential impairment charges;

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•	the risk inherent in the use of information systems in our respective businesses, implementation of new software and hardware, and the impact on the timeliness of information for financial reporting;

•	our ability to control construction costs and completion schedules of our pipelines and other projects; and

•	the risk factors listed in the reports we have filed and may file with the SEC, which are incorporated by reference.

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•	a $0.10 per MMBtu change in the price of natural gas would change annual net margin by approximately $4.0 million;

•	a $0.01 per gallon change in the composite price of NGLs would change annual net margin by approximately $2.0 million; and

•	a $1.00 per barrel change in the price of crude oil would change annual net margin by approximately $1.3 million.

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A.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

•	ONEOK Partners;

•	Natural Gas Distribution; and

•	Energy Services.

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•	Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

•	Level 2 - Significant observable pricing inputs other than quoted prices included within Level 1 that are, either directly or indirectly, observable as of the reporting date.  Essentially, this represents inputs that are derived principally from or corroborated by observable market data; and

•	Level 3 - May include one or more unobservable inputs that are significant in establishing a fair value estimate.  These unobservable inputs are developed based on the best information available and may include our own internal data.

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•	established by independent, third-party regulators;

•	designed to recover the specific entity’s costs of providing regulated services; and

•	set at levels that will recover our costs when considering the demand and competition for our services.

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B.	EXIT ACTIVITIES

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C.	DISCONTINUED OPERATIONS

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D.	FAIR VALUE MEASUREMENTS

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E.	RISK MANAGEMENT AND HEDGING ACTIVITIES USING DERIVATIVES

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Commodity-price risk - We are exposed to the risk of loss in cash flows and future earnings arising from adverse changes in the price of natural gas, NGLs and condensate.  We use commodity derivative instruments such as futures, physical-forward contracts, swaps and options to mitigate the commodity-price risk associated with a portion of the forecasted purchases and sales of commodities and natural gas and natural gas liquids in storage.  Commodity-price volatility may have a significant impact on the fair value of our derivative instruments as of a given date;

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Basis risk - We are exposed to the risk of loss in cash flows and future earnings arising from adverse changes in the location price differentials between pipeline receipt and delivery locations.  Our firm transportation capacity allows us to purchase natural gas at a pipeline receipt point and sell natural gas at a pipeline delivery point.  As market conditions permit, our Energy Services segment periodically enters into basis swaps between the transportation receipt and delivery points in order to protect the fair value of these location price differentials related to our firm commitments; and

•	Interest-rate risk - We are also subject to fluctuations in interest rates.  We manage interest-rate risk through the use of fixed-rate debt, floating-rate debt and, at times, interest-rate swaps.

•	Futures contracts - Standardized contracts to purchase or sell natural gas and crude oil for future delivery or settlement under the provisions of exchange regulations;

•	Forward contracts - Nonstandardized commitments between two parties to purchase or sell natural gas, crude oil or NGLs for future physical delivery. These contracts are typically nontransferable and can only be canceled with the consent of both parties;

•	Swaps - Exchange of one or more payments based on the value of one or more commodities. This transfers the financial risk associated with a future change in value between the counterparties of the transaction without also conveying ownership interest in the asset or liability; and

•	Options - Contractual agreements that give the holder the right, but not the obligation, to buy or sell a fixed quantity of a commodity, at a fixed price, within a specified period of time.  Options may either be standardized and exchange traded or customized and nonexchange traded.

•	reducing the variability of cash flows by locking in the price for all or a portion of anticipated index-based physical purchases and sales, transportation fuel requirements, asset management transactions and customer-related business activities;

•	locking in a location price differential to protect the fair value between transportation receipt and delivery points and to protect the fair value of natural gas or NGLs that are purchased in one month and sold in a later month;

•	reducing our exposure to fluctuations in interest rates; and

•	reducing variability in cash flows from changes in interest rates associated with forecasted debt issuances.

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F.	PROPERTY, PLANT AND EQUIPMENT

G.	GOODWILL AND INTANGIBLE ASSETS

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H.	CREDIT FACILITIES AND SHORT-TERM NOTES PAYABLE

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I.	LONG-TERM DEBT

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J.	EQUITY

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K.	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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L.	EARNINGS PER SHARE

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M.	SHARE-BASED PAYMENTS

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N.	EMPLOYEE BENEFIT PLANS

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O.	INCOME TAXES

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P.	UNCONSOLIDATED AFFILIATES

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Q.	ONEOK PARTNERS

•	15 percent of amounts distributed in excess of $0.3025 per unit;

•	25 percent of amounts distributed in excess of $0.3575 per unit; and

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•	50 percent of amounts distributed in excess of $0.4675 per unit.

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R.	COMMITMENTS AND CONTINGENCIES

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•	an evaluation on whether hazardous natural gas liquids and natural gas pipeline integrity-management requirements should be expanded beyond current high-consequence areas;

•	a review of all natural gas and hazardous natural gas liquids gathering pipeline exemptions;

•	a verification of records for pipelines in class 3 and 4 locations and high-consequence areas to confirm maximum allowable operating pressures; and

•	a requirement to test previously untested pipelines operating above 30 percent yield strength in high-consequence areas.

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S.	SEGMENTS

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our ONEOK Partners segment reflects the consolidated operations of ONEOK Partners.  At December 31, 2013, we have a 41.2 percent ownership interest and control ONEOK Partners through our ownership of its general partner interest.  ONEOK Partners gathers, processes, treats, transports, stores and sells natural gas and gathers, treats, fractionates, stores, distributes and markets NGLs.  We and ONEOK Partners maintain significant financial and corporate governance separations.  We seek to receive increasing cash distributions as a result of our investment in ONEOK Partners, and our investment decisions are made based on the anticipated returns from ONEOK Partners in total, not specific to any of its businesses individually;

•	our former Natural Gas Distribution segment, which we separated into a standalone publicly traded company, ONE Gas, on January 31, 2014, was comprised of regulated public utilities that deliver natural gas to residential, commercial and industrial customers, and transport natural gas; and

•	our Energy Services segment, which we are winding down, markets natural gas to wholesale customers.

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T.	QUARTERLY FINANCIAL DATA (UNAUDITED)

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U.	Subsequent Events

•	Separation and Distribution Agreement - sets forth the agreements between us and ONE Gas regarding the principal transactions necessary to effect the distribution. This agreement also sets forth other agreements that govern certain aspects of our relationship with ONE Gas after the completion of the distribution.

•	Tax Matters Agreement - governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

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Transition Services Agreement - provides for an orderly transition to ONE Gas being an independent, publicly traded company. Under this agreement, ONEOK and ONE Gas have agreed to provide each other with various services, including services relating to treasury and risk management, human resources and payroll management, tax compliance, telecommunications services and information technology services.

•	Employee Matters Agreement - allocates liabilities and responsibilities relating to employee compensation and benefit plans and programs and other related matters in connection with the separation, including the treatment of outstanding incentive awards and certain retirement and welfare benefit obligations.

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

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