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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Date of report)January 20, 2021
(Date of earliest event reported)January 19, 2021

ONE Gas, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma001-3610846-3561936
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)

15 East Fifth Street; Tulsa, OK
(Address of principal executive offices)

74103
(Zip code)

(918) 947-7000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of exchange on which registered
Common Stock, par value $0.01 per shareOGSNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




The information disclosed in these 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 2.02Results of Operations and Financial Condition
See discussion below regarding 2020 earnings guidance under item 7.01, Regulation FD Disclosure.
Item 7.01Regulation FD Disclosure
On January 19, 2021, we announced that our board of directors declared a cash dividend of 58 cents per share of common stock.

We also issued our 2021 financial guidance, updated our 2020 financial guidance and 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 are incorporated by reference herein.
Item 8.01Other Events
On January 19, 2021, our board of directors declared a cash dividend of 58 cents per share of common stock, payable March 5, 2021, to shareholders of record at the close of business February 19, 2021.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
Exhibit
Number
Description
99.1
99.2
99.3
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2


SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

ONE Gas, Inc.
Date:January 20, 2021By:/s/ Caron A. Lawhorn
Caron A. Lawhorn
Senior Vice President and
Chief Financial Officer

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Exhibit 99.1

image1a051.jpg

January 19, 2021Analyst Contact:Brandon Lohse
918-947-7472
Media Contact:Leah Harper
918-947-7123


ONE Gas Increases Quarterly Dividend

TULSA, Okla. - Jan. 19, 2021 - The board of directors of ONE Gas, Inc. (NYSE: OGS) today increased the dividend for the first quarter 2021 by 4 cents per share to 58 cents per share, resulting in an annualized dividend of $2.32 per share.
    
The dividend is payable March 5, 2021, to shareholders of record at the close of business Feb. 19, 2021.

The company expects an average annual dividend increase of 6% to 8% between 2020 and 2025, with a target dividend payout ratio of 55% to 65% of net income, all subject to its board of directors' approval.

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ONE Gas, Inc. (NYSE: OGS) is a 100% regulated natural gas utility, and trades on the New York Stock Exchange under the symbol “OGS.” ONE Gas is included in the S&P MidCap 400 Index and is one of the largest natural gas utilities in the United States.

ONE Gas, headquartered in Tulsa, Oklahoma, provides natural gas distribution services to more than 2 million customers in Kansas, Oklahoma and Texas. Its divisions include Kansas Gas Service, the largest natural gas distributor in Kansas; Oklahoma Natural Gas, the largest in Oklahoma; and Texas Gas Service, the third largest in Texas, in terms of customers.

For more information, visit the website at www.onegas.com.


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Exhibit 99.2
image0a121.jpg

January 19, 2021Analyst Contact:Brandon Lohse
918-947-7472
Media Contact:Leah Harper
918-947-7123


ONE Gas Issues 2021 Financial Guidance;
Updates 2020 Financial Guidance

Five-year Financial and Dividend Growth Rates Updated;
Capital Investments Forecast Increased

TULSA, Okla. - Jan. 19, 2021 - ONE Gas, Inc. (NYSE: OGS) today announced that its 2021 net income is expected to be in the range of $198 million to $210 million, with earnings per diluted share of $3.68 to $3.92. The midpoint of 2021 guidance for ONE Gas (the Company) is net income of $204 million, and earnings per diluted share of $3.80.

The Company also updated its 2020 guidance to earnings of $3.66 to $3.70 per diluted share from the previous range of $3.44 to $3.68 per diluted share.

The Company's 2021 earnings guidance includes the benefit of new rates and customer growth, offset by higher operating expenses, including depreciation expense from capital investments, and assumes normal weather. This guidance does not assume the Company will record any regulatory assets for COVID-19 during 2021.

Capital expenditures, including asset removal costs, are expected to be approximately $540 million in 2021, with nearly 70% of these expenditures targeted for system integrity and the balance primarily for customer growth. The anticipated average rate base for 2021 is $4.23 billion, calculated consistent with utility ratemaking in each jurisdiction.

Net income is expected to increase by an average of 6% to 8% annually between 2020 and 2025, with diluted earnings per share of 5% to 7%; however, the nature and timing of regulatory filings, particularly full rate cases, as well as equity issuances, will impact the growth rate in any individual year.

Capital expenditures, including asset removal costs, are expected to be in the range of $540 million to $640 million per year between 2021 and 2025, or approximately $3.0 billion for the five-year period, leading to rate base growth averaging 7% to 8% per year between 2020 and 2025.

The average annual dividend growth rate is expected to be 6% to 8% between 2020 and 2025, with a target dividend payout ratio of 55% to 65% of net income, subject to board of directors’ approval.
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ONE Gas Issues 2021 Financial Guidance
January 19, 2021
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Additional information can be found in the 2021 Financial Guidance investor presentation on the ONE Gas website at https://www.onegas.com/investors/financials-and-filings/guidance.

Guidance estimates may be impacted by the variables in the forward-looking statements listed
below.
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ONE Gas, Inc. (NYSE: OGS) is a 100% regulated natural gas utility, and trades on the New York Stock Exchange under the symbol “OGS.” ONE Gas is included in the S&P MidCap 400 Index and is one of the largest natural gas utilities in the United States.

ONE Gas, headquartered in Tulsa, Oklahoma, provides natural gas distribution services to more than 2 million customers in Kansas, Oklahoma and Texas. Its divisions include Kansas Gas Service, the largest natural gas distributor in Kansas; Oklahoma Natural Gas, the largest in Oklahoma; and Texas Gas Service, the third largest in Texas, in terms of customers.

For more information, visit the website at www.onegas.com.

Some of the statements contained and incorporated in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The forward-looking statements relate to our anticipated financial performance, liquidity, management’s plans and objectives for our future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "should," "goal," "forecast," "guidance," "could," "may," "continue," "might," "potential," "scheduled," "likely," and other words and terms of similar meaning.

One should not place undue reliance on forward-looking statements, which are applicable only as of the date of this news release. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices. In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:

our ability to recover operating costs, income taxes and amounts equivalent to the cost of property, plant and equipment, regulatory assets and our allowed rate of return 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 customers;
the length and severity of a pandemic or other health crisis, such as the outbreak of COVID-19, including the impact to our operations, customers, contractors, vendors and employees, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, which may (as with COVID-19) precipitate or exacerbate one or more of the above-mentioned and/or other risks, and significantly disrupt or prevent us from operating our business in the ordinary course for an extended period;
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;
the availability of and access to, in general, funds to meet our debt obligations prior to or when they become due and to fund our operations and capital expenditures, either through (i) cash on hand, (ii) operating cash flow, or (iii) access to the capital markets;
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ONE Gas Issues 2021 Financial Guidance
January 19, 2021
Page 3
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;
changes in inflation and interest rates;
our ability to recover the costs of natural gas purchased for our customers;
impact of potential impairment charges;
volatility and changes in markets for natural gas;
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, and conditions in these areas’ housing markets;
acts of nature and the potential effects of threatened or actual terrorism and war;
cyber-attacks, which, according to experts, have increased in volume and sophistication since the beginning of the COVID-19 pandemic, 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; further, increased remote working arrangements as a result of the pandemic have required enhancements and modifications to our IT infrastructure (e.g. Internet, Virtual Private Network, remote collaboration systems, etc.), and any failures of the technologies, including third-party service providers, that facilitate working remotely could limit our ability to conduct ordinary operations or expose us to increased risk or effect of an attack;
the sufficiency of insurance coverage to cover losses;
the effects of our strategies to reduce tax payments;
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;
changes in accounting standards;
changes in corporate governance standards;
discovery of material weaknesses in our internal controls;
our ability to comply with all covenants in our indentures, the ONE Gas Credit Agreement and the ONE Gas 364-day 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;
unexpected increases in the costs of providing health care benefits, along with pension and postretirement health care benefits, as well as 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; 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.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other factors could also have material adverse effects on our future results. These and other risks are described in greater detail in Part 1, Item 1A, Risk Factors, in our Annual Report. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.


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2021 FINANCIAL GUIDANCE January 19, 2021 Exhibit 99.3


 
FORWARD LOOKING STATEMENTS | 2 Forward-Looking Statements Statements contained in this presentation that include company expectations or predictions should be considered forward-looking statements that are covered by the safe harbor provisions of the Securities Act of 1933 and the Securities and Exchange Act of 1934. It is important to note that the actual results could differ materially from those projected in such forward-looking statements. For additional information that could cause actual results to differ materially from such forward-looking statements, refer to ONE Gas’ Securities and Exchange Commission filings. Coronavirus Disease 2019 (COVID-19) – Factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the length and severity of a pandemic or other health crisis, such as the outbreak of COVID-19, including the impact to our operations, customers, contractors, vendors and employees, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, which may (as with COVID-19) precipitate or exacerbate one or more other risks, and significantly disrupt or prevent us from operating our business in the ordinary course for an extended period. All future cash dividends discussed in this presentation are subject to the approval of the ONE Gas board of directors. All references in this presentation to guidance are based on news releases issued on or before Jan.19, 2021, and are not being updated or affirmed by this presentation.


 
FINANCIAL GUIDANCE | 3 Five-Year Financial Outlook Expected average annual growth rates: (2020 base year) • 7 – 8% Rate base • 6 – 8% Net income • 5 – 7% Earnings per diluted share • 6 – 8% Dividend • ~3% Operations & maintenance expenses $3 billion in total capital investments • ~65 – 70% for system integrity & replacement projects For the five years ending Dec. 31, 2025


 
FINANCIAL GUIDANCE | 4 $3.08 $3.25 $3.51 $3.68** $3.80** $163 $172 $187 $196** $204** 2017 2018 2019 2020G 2021G DILUTED EPS & NET INCOME Diluted EPS Net Income ** Represents midpoint of guidance range as of Jan. 19, 2021* For definition of average rate base, see Appendix 2021 Guidance Summary • Net income range of $198 ‒ $210 million • EPS range of $3.68 ‒ $3.92 per diluted share • Estimated average rate base* of $4.23 billion • Assumes diluted shares outstanding of 53.7 million Initiated Jan. 19, 2021 (Millions)


 
FINANCIAL GUIDANCE | 5 Growing Dividends Quarterly Dividend* • 58 cents per share in 2021, representing a 7.4% increase over 2020 Target annual payout ratio • 55 – 65% of net income Building Shareholder Value $1.68 $1.84 $2.00 $2.16 $2.32* 2017 2018 2019 2020G 2021G DIVIDENDS & PAYOUT RATIO 55% 57% 57% 59%** * Subject to board approval Expected average annual growth of 6 – 8% between 2020 and 2025 61%** ** Represents midpoint of guidance range as of Jan. 19, 2021


 
FINANCIAL GUIDANCE | 6 Financing Requirements Sources and Uses * Before changes in working capital. See non-GAAP information in Appendix. ** Based on midpoint of 2021 capital guidance range. Financing requirements $174 2021 Sources 2021 Uses (M IL LI ON S) Dividends $125 Capital expenditures and asset removal costs $540**Cash flow from operations* $455 $665 $665Dividends and capital expenditures primarily funded by cash flow from operations ~$1 billion net financing needs through 2025 • ~30% expected to be equity – ATM program established February 2020 Financing requirements $210


 
FINANCIAL GUIDANCE | 7 Return on Equity 7.9% 8.1% 8.3% 8.4%* 8.1%* 2017 2018 2019 2020G 2021G * Reflects the midpoint of earnings guidance and estimated average rate base Continue to minimize the gap between allowed and actual returns Authorized ROE by state: • Oklahoma ‒ 9% to 10% band, with a 9.5% midpoint • Texas ‒ ~ 9.5% weighted average • Kansas ‒ Not stated due to black box settlement; KGS estimates ROE embedded in GSRS pre-tax carrying charge is ~ 9.3% Earned ROE


 
CAPITAL INVESTMENTS & RATE BASE


 
CAPITAL INVESTMENTS & RATE BASE | 9 $306 $317 $339 $357 $370$80 $99 $111 $135 $151 $32 $26 $21 $20 $19 $151 $158 $178 $188 $201 2017 2018 2019 2020G 2021G CAPITAL INVESTMENTS (MILLIONS) System Integrity Customer Growth Other/IT Depreciation $418 $442 $470 ~$512 ~$540 Well-Defined Capital Investment Plan Note: Capital investments include capital expenditures and asset removal costs. Total amounts include accruals. Investing ~70% of capital in system integrity and replacement projects, with 90% subject to an annual filing Kansas $135 Oklahoma $204 Texas $201 2021G CAPITAL INVESTMENTS BY STATE* (MILLIONS) * Based on midpoint of guidance range


 
CAPITAL INVESTMENTS & RATE BASE | 10 Capital Expenditures with Asset Removal Costs $123 $126 $123 $125 $135 * $50 $52 $64 $67 $72 2017 2018 2019 2020G 2021G KANSAS 2021: 1.9X DEPRECIATION $173 $180 $191 $198 $204 * $67 $69 $74 $78 $81 2017 2018 2019 2020G 2021G OKLAHOMA Depreciation 2021: 2.5X DEPRECIATION $122 $136 $156 $189 $201 * $34 $37 $40 $43 $48 2017 2018 2019 2020G 2021G TEXAS 2021: 4.2X DEPRECIATION (M IL LI ON S) * Based on midpoint of guidance range Note: Capital expenditures include accruals


 
CAPITAL INVESTMENTS & RATE BASE | 11 $1.16 billion $1.75 billion $1.32 billion 2021 ESTIMATED AVERAGE RATE BASE* TOTAL: $4.23 BILLION Kansas Oklahoma Texas Rate Base Growth $3.18 $3.36 $3.62 $3.91 $4.23 2017 2018 2019 2020G 2021G AVERAGE RATE BASE* (BILLIONS) * For definition of average rate base, see Appendix Expected average annual growth 7 – 8% between 2020 and 2025


 
APPENDIX


 
APPENDIX | 13 Authorized Rate Base $1,202 $1,257 $1,407 3 $1,475 $1,616 2016 2017 2018 2019 2020 OKLAHOMA2 1 KGS’ most recent rate case, approved in February 2019, was settled without a determination of rate base and reflects Kansas Gas Service’s estimate of rate base contained within the settlement; these amounts are not necessarily indicative of current or future rate base. 2 Reflects authorized rate base as of Dec. 31, 2020. These amounts are not necessarily indicative of current or future rate bases. 3 Reflects the 2018 PBRC filing, approved in January 2019. (M IL LI ON S) $925 $947 $1,033 $1,068 $1,133 2016 2017 2018 2019 2020 KANSAS1 $745 $822 $895 $986 $1,047 2016 2017 2018 2019 2020 TEXAS2


 
APPENDIX | 14 Rate Base Definition Authorized Rate Base $3.80 billion (as of Dec. 31, 2020) • Includes capital investments authorized in most recent rate cases and interim filings • Excludes any capital investments since last approved rate cases or filings 2021 Estimated Average Rate Base $4.23 billion • Average of rate base per book at beginning and end of year • Includes capital investments and other changes in rate base not yet approved for recovery


 
APPENDIX | 15 Non-GAAP Information ONE Gas has disclosed in this presentation cash flow from operations before changes in working capital, which is a non-GAAP financial measure. Cash flow from operations before changes in working capital is used as a measure of the company's financial performance. Cash flow from operations before changes in working capital is defined as net income adjusted for depreciation and amortization, deferred income taxes, and certain other noncash items. This non-GAAP financial measure is useful to investors as an indicator of financial performance of the company to generate cash flows sufficient to support our capital investment programs and pay dividends to our investors. ONE Gas cash flow from operations before changes in working capital should not be considered in isolation or as a substitute for net income or any other measure of financial performance presented in accordance with GAAP. This non-GAAP financial measure excludes some, but not all, items that affect net income. Additionally, this calculation may not be comparable with similarly titled measures of other companies. A reconciliation of cash flow from operations before changes in working capital to the most directly comparable GAAP measure is included in this presentation.


 
APPENDIX | 16 (MILLIONS) 2021 GUIDANCE* Net Income $ 204 Depreciation and amortization 206 Deferred taxes 35 Other 10 Cash flow from operations before changes in working capital $ 455 * Amounts shown are estimated midpoints as contemplated in 2021 guidance issued on Jan. 19, 2021 Non-GAAP Reconciliation Cash Flow From Operations Before Changes in Working Capital