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January 20, 2014, Dear ONEOK Shareholder

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January 20, 2014, Dear ONEOK Shareholder January 20, 2014, Dear ONEOK Shareholder: I am pleased to inform you that on January 8, 2014, the board of directors of ONEOK, Inc. (“ONEOK”) approved the distribution of all of the shares of common stock of ONE Gas, Inc. (“ONE Gas”), a wholly owned subsidiary of ONEOK, to ONEOK shareholders. Prior to the distribution, ONEOK will transfer its natural gas distribution business to ONE Gas. The distribution of shares is to be made pursuant to a plan initially approved by the board of directors of ONEOK on July 24, 2013, to separate ONEOK’s natural gas distribution business from the other ONEOK businesses. Upon the distribution of shares, ONEOK shareholders will own 100 percent of the common stock of ONE Gas. ONEOK’s board of directors believes that creating a separate natural gas distribution company will serve a number of corporate business purposes and increase value to, and is in the best interests of, our shareholders. The distribution of ONE Gas common stock is expected to occur on January 31, 2014, by way of a pro rata dividend to ONEOK shareholders of record on January 21, 2014, the record date of the distribution. Each ONEOK shareholder will be entitled to receive one share of ONE Gas common stock for every four shares of ONEOK common stock held by such shareholder at the close of business on the record date. ONE Gas common stock will be issued in book-entry form only, which means that no physical stock certificates will be issued. No fractional shares of ONE Gas common stock will be issued. If you would otherwise have been entitled to a fractional share of ONE Gas common stock in the distribution, you will receive the cash value of such fractional share instead. Shareholder approval of the distribution is not required, and you are not required to take any action to receive your ONE Gas common stock. The distribution is intended to be tax-free for U.S. federal income tax purposes to ONEOK shareholders, except for cash received in lieu of any fractional share interest. Following the distribution, you will own shares in both ONEOK and ONE Gas. The number of ONEOK shares you own will not change as a result of this distribution. ONEOK’s common stock will continue to trade on the New York Stock Exchange under the symbol “OKE.” ONE Gas common stock will trade on the New York Stock Exchange under the ticker symbol “OGS.” The Information Statement, which is being mailed to all holders of ONEOK common stock on the record date for the distribution, describes the distribution in detail and contains important information about ONE Gas, its business, financial condition and operations. We urge you to read the Information Statement carefully. You are not required to take any specific action. We want to thank you for your continued support of ONEOK, and we look forward to your future support of ONE Gas. Sincerely, Chairman and Chief Executive Officer January 20, 2014 Dear Future ONE Gas, Inc. Shareholder: It is our pleasure to welcome you as a future shareholder of our company, ONE Gas, Inc. (“ONE Gas”). We are excited about our future as one of the largest natural gas utilities in the United States. We are a natural gas local distribution company with a strong operational track record and the necessary scale to operate as a publicly traded, 100 percent regulated, natural gas utility company. We serve more than 2 million customers in Oklahoma, Kansas and Texas. We will continue to deliver safe, reliable and efficient service to our customers in an environmentally responsible manner. Additionally, we believe we can be more effective by focusing on tailored growth strategies and the capital needs of our company, and thus realize more shareholder value as a stand-alone company than we could operating as a segment of ONEOK, Inc. Our common stock will trade on the New York Stock Exchange under the ticker symbol “OGS.” We invite you to learn more about ONE Gas by reviewing the enclosed Information Statement and urge you to read it carefully. We look forward to our future and to your support as a holder of ONE Gas common stock. Sincerely, President and Chief Executive Officer Information Statement Distribution by ONEOK, Inc. to ONEOK’s Shareholders of Common Stock of ONE Gas, Inc. This Information Statement is being furnished in connection with the distribution by ONEOK, Inc., an Oklahoma corporation (“ONEOK”), to its shareholders of all of the shares of common stock, par value $0.01 per share, of ONE Gas, Inc., an Oklahoma corporation (“ONE Gas”). Currently, we are a wholly owned subsidiary of ONEOK that has been formed to hold ONEOK’s natural gas distribution business. To implement the distribution, ONEOK will distribute all of the shares of our common stock on a pro rata basis to the holders of ONEOK common stock as of January 21, 2014, the record date for the distribution. Each of you, as a holder of ONEOK common stock, will receive one share of ONE Gas common stock for every four shares of ONEOK common stock that you held at the close of business on the record date for the distribution. The distribution is expected to be made on January 31, 2014. Immediately after the distribution is completed, ONE Gas will be a separate, publicly-traded company. No vote of ONEOK shareholders is required in connection with this distribution. We are not asking you for a proxy, and you are requested not to send us a proxy. No consideration is to be paid by ONEOK shareholders in connection with this distribution. ONEOK shareholders will not be required to pay any consideration for the shares of our common stock that they receive in the distribution, and they will not be required to surrender or exchange shares of their ONEOK common stock or take any other action in connection with the distribution. The number of shares of ONEOK common stock owned by you will not change as a result of the distribution. All of the outstanding shares of our common stock are owned currently by ONEOK. Accordingly, there currently is no public trading market for our common stock. Our common stock has been approved for listing on the New York Stock Exchange (“NYSE”) under the ticker symbol “OGS.” On January 16, 2014, “when-issued” trading of our common stock began, and we expect it to continue up to and through the distribution date, and we anticipate that “regular-way” trading of our common stock will begin on the first trading day following the distribution date. In reviewing this Information Statement, you should carefully consider the matters described in the section entitled “Risk Factors” beginning on page 28 of this Information Statement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of the securities of ONE Gas, or determined whether this Information Statement is truthful or complete. Any representation to the contrary is a criminal offense. This Information Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities. The date of this Information Statement is January 20, 2014. This Information Statement was first mailed to ONEOK shareholders on or about January 24, 2014. TABLE OF CONTENTS Summary 1 Risk Factors 28 Forward-Looking Statements 45 The Separation 47 Dividend Policy 57 Capitalization 58 Selected Historical and Pro Forma Financial Data 59 Management’s Discussion and Analysis of Financial Condition and Results of Operations 61 Quantitative and Qualitative Disclosures about Market Risk 79 Industry Overview 80 Business 82 Environmental and Safety Matters 92 Management 94 Executive Compensation 100 Compensation Discussion and Analysis 100 Security Ownership of Certain Beneficial Owners and Management 134 Certain Relationships and Related-Party Transactions 138 Description of ONE Gas Capital Stock 146 Description of Material Indebtedness 153 Where You Can Find More Information 156 Index to Financial Statements F-1 TRADEMARKS, TRADE NAMES AND SERVICE MARKS Certain trademarks, trade names and logos of third parties may appear in this Information Statement. The display of such third parties’ trademarks, trade names and logos is for informational purposes only, and is not intended for marketing or promotional purposes or as an endorsement of their business or of any of their products or services. MARKET AND INDUSTRY DATA AND FORECASTS This Information Statement includes industry data and forecasts that we have prepared based, in part, upon industry data and forecasts obtained from industry publications, surveys and publicly-available websites. SUMMARY The following is a summary of some of the information relating to our company, our separation from ONEOK and the distribution of our common stock by ONEOK to its shareholders contained in this Information Statement. It does not contain all of the details concerning us or the separation, including information that may be important to you. We urge you to read the entire document carefully, including the risk factors, our pro forma financial information and our historical financial statements and the notes to those financial statements. Except as otherwise indicated or unless the context otherwise requires, the information included in this Information Statement assumes the completion of the separation of ONE Gas from ONEOK, Inc. and the related distribution of our common stock. Except as otherwise indicated or unless the context otherwise requires, “ONE Gas,” “we,” “us,” “our” and “our company” refer to ONE Gas, Inc. and its subsidiaries following the separation from ONEOK. “ONEOK” refers to ONEOK, Inc. and its subsidiaries. “ONE Gas Predecessor” or our “Predecessor” refers to our predecessor for accounting purposes that consists of the business attributable to ONEOK’s natural gas distribution segment that will be transferred to us in connection with the separation.
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