ONE Gas, Inc 8-K, filed Jan 22, 2020

ONE Gas, Inc. (OGS)

8-K 2020-01-22 For: 2020-01-22

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Added on April 09, 2026

About this 8-K

ONE Gas, Inc filed this 8-K on January 22, 2020.

Items reported

Item 2.02: Financial results
Item 7.01: Regulation FD disclosure
Item 8.01: Other events
Item 9.01: Financial statements and exhibits

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(Date of report)	January 22, 2020
(Date of earliest event reported)	January 21, 2020



Oklahoma	001-36108	46-3561936
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)



Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, par value $0.01 per share	OGS	New York Stock Exchange



The information disclosed in Items 2.02 and 7.01, including Exhibits 99.1, 99.2 and 99.3 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 2.02		Results of Operations and Financial Condition

		See discussion below regarding 2019 earnings guidance under item 7.01, Regulation FD Disclosure.

Item 7.01		Regulation FD Disclosure

		On January 21, 2020, we announced that our board of directors declared a cash dividend of 54 cents per share of common stock.

		We also issued our 2020 financial guidance, narrowed our 2019 financial guidance, updated our expected five-year growth rates, increased our guidance for capital expenditures, including asset removal costs, and posted additional information in an investor presentation, attached hereto, as Exhibit 99.3. These materials are also available on our website, www.onegas.com.

		The news releases and the investor presentation are furnished as Exhibits 99.1, 99.2 and 99.3 and incorporated by reference herein.

Item 8.01		Other Events

		On January 21, 2020, our board of directors declared a cash dividend of 54 cents per share of common stock, payable March 6, 2020, to shareholders of record at the close of business February 21, 2020.

Item 9.01		Financial Statements and Exhibits

	(d)	Exhibits

Exhibit Number		Description

99.1		Dividend news release issued by ONE Gas, Inc. dated January 21, 2020.

99.2		Financial Guidance news release issued by ONE Gas, Inc. dated January 21, 2020.

99.3		Investor presentation issued by ONE Gas, Inc. on January 21, 2020.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).



			ONE Gas, Inc.

Date:	January 22, 2020	By:	/s/ Caron A. Lawhorn
			Caron A. Lawhorn Senior Vice President and Chief Financial Officer



January 21, 2020	Analyst Contact:	Brandon Lohse 918-947-7472
	Media Contact:	Leah Harper 918-947-7123


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


•	our ability to manage our operations and maintenance costs;


•	changes in regulation of natural gas distribution services, particularly those in Oklahoma, Kansas and Texas;


•	the economic climate and, particularly, its effect on the natural gas requirements of our residential and commercial industrial customers;


•	competition from alternative forms of energy, including, but not limited to, electricity, solar power, wind power, geothermal energy and biofuels;


•	conservation and energy storage efforts of our customers;


•	variations in weather, including seasonal effects on demand, the occurrence of storms and disasters, and climate change;


•	indebtedness could make us more vulnerable to general adverse economic and industry conditions, limit our ability to borrow additional funds and/or place us at competitive disadvantage compared with competitors;


•	our ability to secure reliable, competitively priced and flexible natural gas transportation and supply, including decisions by natural gas producers to reduce production or shut-in producing natural gas wells and expiration of existing supply and transportation and storage arrangements that are not replaced with contracts with similar terms and pricing;


•	the mechanical integrity of facilities operated;


•	operational hazards and unforeseen operational interruptions;


•	adverse labor relations;


•	the effectiveness of our strategies to reduce earnings lag, margin protection strategies and risk mitigation strategies, which may be affected by risks beyond our control such as commodity price volatility and counterparty creditworthiness;


•	our ability to generate sufficient cash flows to meet all our liquidity needs;


•	changes in the financial markets during the periods covered by the forward-looking statements, particularly those affecting the availability of capital and our ability to refinance existing debt and fund investments and acquisitions;


•	actions of rating agencies, including the ratings of debt, general corporate ratings and changes in the rating agencies’ ratings criteria;


•	our ability to recover the costs of natural gas purchased for our customers;


•	possible loss of local distribution company franchises or other adverse effects caused by the actions of municipalities;


•	payment and performance by counterparties and customers as contracted and when due;


•	changes in existing or the addition of new environmental, safety, tax and other laws to which we and our subsidiaries are subject;


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


•	advances in technology, including technologies that increase efficiency or that improve electricity’s competitive position relative to natural gas;


•	population growth rates and changes in the demographic patterns of the markets we serve;


•	acts of nature and the potential effects of threatened or actual terrorism and war;


•	cyber attacks or breaches of technology systems that could disrupt our operations or result in the loss or exposure of confidential or sensitive customer, employee or company information;


•	the effects of litigation and regulatory investigations, proceedings, including our rate cases, or inquiries and the requirements of our regulators as a result of the Tax Cuts and Jobs Act of 2017;


•	discovery of material weaknesses in our internal controls;


•	our ability to comply with all covenants in our indentures and the ONE Gas Credit Agreement, a violation of which, if not cured in a timely manner, could trigger a default of our obligations;


•	our ability to attract and retain talented employees, management and directors;


•	declines in the discount rates on, declines in the market value of the debt and equity securities of, and increases in funding requirements for, our defined benefit plans;


•	the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture;


•	the final resolutions or outcomes with respect to our contingent and other corporate liabilities related to the natural gas distribution business and any related actions for indemnification made pursuant to the Separation and Distribution Agreement with ONEOK, Inc.; and


•	the costs associated with increased regulation and enhanced disclosure and corporate governance requirements pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.