ONE Gas, Inc.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2025.
OR
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________.
Commission file number 001-36108
(Exact name of registrant as specified in its charter)
| Oklahoma | 46-3561936 | |
|---|---|---|
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. Employer Identification No.) | |
| 15 East Fifth Street | ||
| Tulsa, | OK | 74103 |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code(918) 947-7000
Securities registered pursuant to Section 12(b) of the Act:
| 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 |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒
On July 28, 2025, the Company had 59,998,366 shares of common stock outstanding.
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TABLE OF CONTENTS
| Part I. | Financial Information | Page No. |
|---|---|---|
| Item 1. | Consolidated Financial Statements (Unaudited) | 6 |
| Consolidated Statements of Income - Three and Six Months Ended June 30, 2025 and 2024 | 6 | |
| Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2025 and 2024 | 7 | |
| Consolidated Balance Sheets - June 30, 2025 and December 31, 2024 | 8 | |
| Consolidated Statements of Cash Flows - Six Months Ended June 30, 2025 and 2024 | 10 | |
| Consolidated Statements of Equity - Three and Six Months Ended June 30, 2025 and 2024 | 11 | |
| Notes to Consolidated Financial Statements | 12 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 35 |
| Item 4. | Controls and Procedures | 36 |
| Part II. | Other Information | 36 |
| Item 1. | Legal Proceedings | 36 |
| Item 1A. | Risk Factors | 36 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 |
| Item 3. | Defaults Upon Senior Securities | 36 |
| Item 4. | Mine Safety Disclosures | 36 |
| Item 5. | Other Information | 37 |
| Item 6. | Exhibits | 37 |
| Signature | 39 |
As used in this Quarterly Report, references to “we,” “our,” “us” or the “Company” refer to ONE Gas, Inc., an Oklahoma corporation, and its predecessors and subsidiaries, unless the context indicates otherwise.
The statements in this Quarterly Report that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements. Forward-looking statements may include words such as “will,” “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. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations and assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Forward-Looking Statements,” and Part II, Item 1A, “Risk Factors” in this Quarterly Report and under Part I, Item IA, “Risk Factors,” in our Annual Report.
AVAILABLE INFORMATION
We make available, free of charge, on our website (www.onegas.com) our Annual Reports, Quarterly Reports, Current Reports on Form 8-K, amendments to those reports filed or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act and reports of holdings of our securities filed by our officers and directors under Section 16 of the Exchange Act. Such materials are available as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC, which also makes these materials available on its website (www.sec.gov). Our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Certificate of Incorporation, bylaws, the written charters of our Audit Committee, Executive Compensation Committee, and Corporate Governance Committee and our Sustainability Report are also available on our website, and copies of these documents are available upon request.
In addition to filings with the SEC and materials posted on our website, we also use social media platforms as channels of information distribution to reach investors and other stakeholders. Information contained on our website and posted on or disseminated through our social media accounts is not incorporated by reference into this report.
| GLOSSARY - The abbreviations, acronyms and industry terminology used in this Quarterly Report are defined as follows: | |
|---|---|
| AAO | Accounting Authority Order |
| ADIT | Accumulated deferred income taxes |
| ASC | Accounting Standards Codification |
| ASU | Accounting Standards Update |
| Bcf | Billion cubic feet |
| CAA | Federal Clean Air Act, as amended |
| EDIT | Excess deferred income taxes resulting from a change in enacted tax rates |
| EPS | Earnings per share |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| FASB | Financial Accounting Standards Board |
| GAAP | Accounting principles generally accepted in the United States of America |
| GRIP | Gas Reliability Infrastructure Program |
| GSRS | Gas System Reliability Surcharge |
| HDD | Heating degree day is a measure designed to reflect the demand for energy needed for heating based on the extent to which the daily average temperature falls below a reference temperature for which no heating is required, usually 65 degrees Fahrenheit |
| IT | Information Technology |
| KCC | Kansas Corporation Commission |
| KDHE | Kansas Department of Health and Environment |
| KGSS-I | Kansas Gas Service Securitization I, L.L.C. |
| MGP | Manufactured gas plant |
| MMcf | Million cubic feet |
| Moody’s | Moody’s Investors Service, Inc. |
| NYSE | New York Stock Exchange |
| OCC | Oklahoma Corporation Commission |
| ONE Gas | ONE Gas, Inc. |
| ONE Gas Credit Agreement | ONE Gas’ $1.35 billion revolving credit agreement, as amended |
| PBRC | Performance-Based Rate Change |
| PHMSA | United States Department of Transportation Pipeline and Hazardous Materials Safety Administration |
| PIPES Act | Protecting Our Infrastructure of Pipelines and Enhancing Safety (PIPES) Act of 2020 |
| Quarterly Report(s) | Quarterly Report(s) on Form 10-Q |
| RRC | Railroad Commission of Texas |
| S&P | Standard & Poor’s Ratings Services |
| SEC | Securities and Exchange Commission |
| Securities Act | Securities Act of 1933, as amended |
| Securitized Utility Tariff Bonds | Series 2022-A Senior Secured Securitized Utility Tariff Bonds, Tranche A |
| Senior Notes | ONE Gas’ registered unsecured notes consisting of $550 million of 5.10 percent senior notes due April 2029, $300 million of 2.00 percent senior notes due May 2030, $300 million of 4.25 percent senior notes due September 2032, $600 million of 4.658 percent senior notes due February 2044 and $400 million of 4.50 percent senior notes due November 2048 |
| TCEQ | Texas Commission on Environmental Quality |
| WNA | Weather normalization adjustment(s) |
| XBRL | eXtensible Business Reporting Language |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.