Part I. Financial Information Item 1. Consolidated Financial Statements (Unaudited) This section presents the unaudited consolidated financial statements for the three and nine months ended September 30, 2023 and 2022 Consolidated Statements of Income Consolidated Statements of Income (Three Months Ended September 30) | Metric | 2023 (Thousands of $) | 2022 (Thousands of $) | | :--- | :--- | :--- | | Total revenues | 335,816 | 359,363 | | Cost of natural gas | 70,910 | 126,197 | | Operating income | 57,203 | 47,052 | | Net income | 25,189 | 23,701 | | Basic EPS | 0.45 | 0.44 | | Diluted EPS | 0.45 | 0.44 | | Dividends declared per share | 0.65 | 0.62 | Consolidated Statements of Income (Nine Months Ended September 30) | Metric | 2023 (Thousands of $) | 2022 (Thousands of $) | | :--- | :--- | :--- | | Total revenues | 1,766,073 | 1,759,797 | | Cost of natural gas | 866,950 | 954,394 | | Operating income | 270,455 | 246,378 | | Net income | 160,499 | 154,710 | | Basic EPS | 2.89 | 2.86 | | Diluted EPS | 2.87 | 2.85 | | Dividends declared per share | 1.95 | 1.86 | Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income (Three Months Ended September 30) | Metric | 2023 (Thousands of $) | 2022 (Thousands of $) | | :--- | :--- | :--- | | Net income | 25,189 | 23,701 | | Other comprehensive income (loss), net of tax | (1) | 12 | | Comprehensive income | 25,188 | 23,713 | Consolidated Statements of Comprehensive Income (Nine Months Ended September 30) | Metric | 2023 (Thousands of $) | 2022 (Thousands of $) | | :--- | :--- | :--- | | Net income | 160,499 | 154,710 | | Other comprehensive income (loss), net of tax | (1) | 111 | | Comprehensive income | 160,498 | 154,821 | Consolidated Balance Sheets Consolidated Balance Sheets (As of September 30, 2023 vs. December 31, 2022) | Metric | Sep 30, 2023 (Thousands of $) | Dec 31, 2022 (Thousands of $) | | :--- | :--- | :--- | | Total assets | 7,432,447 | 7,776,396 | | Net property, plant and equipment | 5,985,678 | 5,628,840 | | Total current assets | 564,365 | 1,217,608 | | Total equity | 2,646,747 | 2,584,426 | | Total long-term debt, net | 1,862,601 | 2,661,743 | | Total current liabilities | 1,571,698 | 1,189,419 | | Total liabilities and equity | 7,432,447 | 7,776,396 | Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows (Nine Months Ended September 30) | Activity | 2023 (Thousands of $) | 2022 (Thousands of $) | | :--- | :--- | :--- | | Cash provided by operating activities | 842,524 | 1,555,826 | | Cash used in investing activities | (489,411) | (412,243) | | Cash used in financing activities | (353,202) | (1,142,069) | | Change in cash, cash equivalents, restricted cash and equivalents | (89) | 1,514 | | Cash, cash equivalents, restricted cash and equivalents at end of period | 18,038 | 10,366 | Consolidated Statements of Equity Consolidated Statements of Equity (Nine Months Ended September 30, 2023) | Metric | Common Stock Issued (Shares) | Common Stock ($) | Paid-in Capital ($) | Retained Earnings ($) | Accumulated Other Comprehensive Income/(Loss) ($) | Total Equity ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | January 1, 2023 | 55,349,954 | 553 | 1,932,714 | 651,863 | (704) | 2,584,426 | | Net income | — | — | — | 102,621 | — | 102,621 | | Common stock issued and other | 96,887 | 1 | 9,870 | — | — | 9,871 | | Common stock dividends | — | — | 952 | (108,601) | — | (107,649) | | September 30, 2023 | 55,450,481 | 555 | 1,943,536 | 703,361 | (705) | 2,646,747 | Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies The company operates as a regulated natural gas distribution utility serving approximately 2.3 million customers across three states - The company provides natural gas distribution services to approximately 2.3 million customers in Oklahoma, Kansas, and Texas through its three divisions: Oklahoma Natural Gas, Kansas Gas Service, and Texas Gas Service28 - The company operates in one reportable business segment: regulated public utilities that deliver natural gas primarily to residential, commercial, and transportation customers29 Allowance for Doubtful Accounts | Date | Amount (Millions of $) | | :--- | :--- | | Sep 30, 2023 | 14.5 | | Dec 31, 2022 | 16.7 | 2. Revenue Total revenues for the nine months ended September 30, 2023, increased slightly year-over-year due to new securitization charges Total Revenues by Source (Three Months Ended September 30) | Revenue Source | 2023 (Thousands of $) | 2022 (Thousands of $) | | :--- | :--- | :--- | | Natural gas sales to customers | 285,373 | 322,444 | | Transportation revenues | 29,535 | 28,035 | | Securitization customer charges | 12,014 | — | | Miscellaneous revenues | 4,812 | 4,991 | | Total revenues | 335,816 | 359,363 | Total Revenues by Source (Nine Months Ended September 30) | Revenue Source | 2023 (Thousands of $) | 2022 (Thousands of $) | | :--- | :--- | :--- | | Natural gas sales to customers | 1,598,466 | 1,640,893 | | Transportation revenues | 97,084 | 92,350 | | Securitization customer charges | 35,754 | — | | Miscellaneous revenues | 17,023 | 14,615 | | Total revenues | 1,766,073 | 1,759,797 | 3. Regulatory Assets and Liabilities The net regulatory balance shifted to a liability due to the securitization of winter weather event costs in Texas Net Regulatory Assets and Liabilities (Thousands of $) | Date | Current | Noncurrent | Total | | :--- | :--- | :--- | :--- | | Sep 30, 2023 | 1,354 | (207,271) | (205,917) | | Dec 31, 2022 | 227,705 | (198,610) | 29,095 | - In March 2023, the TNG Corporation completed the issuance of securitized bonds for Texas Gas Service, and ONE Gas received approximately $197 million in net proceeds to repay indebtedness and for general corporate purposes, related to Winter Storm Uri costs40 - Regulatory assets are considered probable of recovery, and their amortization resulted in approximately $11.1 million and $6.9 million for the nine months ended September 30, 2023 and 2022, respectively3649 4. Credit Facility and Short-Term Debt The company's liquidity is supported by a revolving credit facility that was increased to $1.2 billion and extended to March 2028 - In October 2023, the ONE Gas Credit Agreement capacity increased to $1.2 billion from $1.0 billion, and its maturity date was extended to March 16, 2028, in March 202350113 - At September 30, 2023, the company had $998.8 million of remaining credit available under the ONE Gas Credit Agreement54 Commercial Paper Outstanding | Date | Amount (Millions of $) | Weighted-Average Interest Rate | | :--- | :--- | :--- | | Sep 30, 2023 | 327.0 | 5.55% | | Dec 31, 2022 | 552.0 | 4.75% | 5. Long-Term Debt Total long-term debt was $2.66 billion as of September 30, 2023, with a debt-to-capital ratio of 53% Long-Term Debt Outstanding (Thousands of $) | Debt Type | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Senior Notes | 2,373,000 | 2,373,000 | | KGSS-I Securitized Utility Tariff Bonds | 315,284 | 336,000 | | Total long-term debt, net | 2,663,026 | 2,682,471 | | Current maturities of other long-term debt, net | 772,911 | 12 | | Current maturities of securitized utility tariff bonds, net | 27,514 | 20,716 | - At September 30, 2023, the company's total debt-to-capital ratio was 53%, and 50% excluding the non-recourse debt of KGSS-I53151 6. Equity The company utilized equity forward agreements and an at-the-market program to raise capital, expecting total net proceeds of $351.2 million - In September 2023, the company entered into forward sale agreements for 1.38 million shares of common stock, and in March 2023, for 2.0 million shares, with settlement dates up to December 31, 20246061 - In February 2023, the company established an at-the-market equity distribution agreement for up to $300 million in common stock, with $225.5 million available for issuance at September 30, 202362 - In October 2023, a dividend of $0.65 per share was declared, representing an annualized rate of $2.60 per share65 Outstanding Forward Sale Agreements (as of September 30, 2023) | Maturity | Shares Sold | Net Proceeds Available (Thousands of $) | Forward Price ($) | | :--- | :--- | :--- | :--- | | At-the-Market Equity Program | 1,215,868 | 95,982 | 78.94 | | Equity Forward Agreements | 3,380,000 | 255,263 | 75.52 | | Total | 4,595,868 | 351,245 | 76.43 | 7. Accumulated Other Comprehensive Loss Reclassifications from accumulated other comprehensive loss to net income were minimal for the nine months ended September 30, 2023 Total Reclassifications from Accumulated Other Comprehensive Loss to Net Income (Nine Months Ended September 30) | Metric | 2023 (Thousands of $) | 2022 (Thousands of $) | | :--- | :--- | :--- | | Amortization of net loss | 1,470 | 14,731 | | Amortization of unrecognized prior service cost | 393 | 185 | | Regulatory adjustments | (1,862) | (14,772) | | Total reclassifications for the period | 1 | 111 | 8. Earnings Per Share Basic and diluted EPS increased slightly for the three and nine-month periods ended September 30, 2023, compared to the prior year Earnings Per Share (Three Months Ended September 30) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Basic EPS | $0.45 | $0.44 | | Diluted EPS | $0.45 | $0.44 | | Basic Average Shares (Thousands) | 55,624 | 54,310 | | Diluted Average Shares (Thousands) | 55,975 | 54,482 | Earnings Per Share (Nine Months Ended September 30) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Basic EPS | $2.89 | $2.86 | | Diluted EPS | $2.87 | $2.85 | | Basic Average Shares (Thousands) | 55,576 | 54,164 | | Diluted Average Shares (Thousands) | 55,897 | 54,282 | 9. Employee Benefit Plans Net periodic benefit cost for pension plans was a credit of $5.6 million for the nine months ended September 30, 2023 Net Periodic Benefit Cost (Credit) for Pension Benefits (Nine Months Ended September 30) | Component | 2023 (Thousands of $) | 2022 (Thousands of $) | | :--- | :--- | :--- | | Service cost | 5,433 | 8,027 | | Interest cost | 31,821 | 26,495 | | Expected return on assets | (44,637) | (43,887) | | Amortization of unrecognized prior service cost | 279 | 155 | | Amortization of net loss | 1,506 | 14,569 | | Net periodic benefit cost (credit) | (5,598) | 5,359 | Net Periodic Benefit Cost (Credit) for Other Postemployment Benefits (Nine Months Ended September 30) | Component | 2023 (Thousands of $) | 2022 (Thousands of $) | | :--- | :--- | :--- | | Service cost | 549 | 954 | | Interest cost | 6,864 | 4,836 | | Expected return on assets | (7,296) | (9,885) | | Amortization of unrecognized prior service cost | 114 | 30 | | Amortization of net (gain) loss | (36) | 162 | | Net periodic benefit cost (credit) | 195 | (3,903) | - Regulatory deferrals related to net periodic benefit cost were $4.2 million and $3.4 million for the nine months ended September 30, 2023 and 2022, respectively71 10. Income Taxes Income tax expense included credits from the amortization of regulatory liability associated with Excess Deferred Income Taxes Income Tax Credits from EDIT Amortization (Thousands of $) | Period | 2023 | 2022 | | :--- | :--- | :--- | | Three Months Ended September 30 | 2,500 | 1,600 | | Nine Months Ended September 30 | 15,500 | 12,500 | 11. Other Income and Other Expense Other income improved significantly year-over-year, driven by higher returns on investments for nonqualified employee benefit plans Other Income (Expense), Net (Thousands of $) | Component | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net periodic benefit credit other than service cost | 1,154 | 1,430 | 3,025 | 2,209 | | Earnings (losses) on investments associated with nonqualified employee benefit plans | (1,278) | (1,789) | 1,609 | (9,241) | | Other, net | 179 | 1,152 | 176 | (303) | | Total other income (expense), net | 55 | 793 | 4,810 | (7,335) | 12. Commitments and Contingencies The company is managing environmental remediation at former Manufactured Gas Plant sites, with deferred costs in Kansas exceeding the current cap - The company has legal responsibility for environmental conditions at 12 former MGP sites in Kansas and one in Texas, subject to remediation under environmental laws7881 - Deferred investigation and remediation costs for Kansas MGP sites were $32.0 million at September 30, 2023, exceeding the $15.0 million cap, necessitating a future application to the KCC79 Reserve for MGP Site Remediation (Millions of $) | Date | Amount | | :--- | :--- | | Sep 30, 2023 | 14.6 | | Dec 31, 2022 | 12.7 | 13. Derivative Financial Instruments and Fair Value Measurements The company uses natural gas swaps and call options to mitigate commodity price risk, with costs recoverable through regulatory mechanisms - The company uses over-the-counter natural gas fixed price swaps and call options as derivative instruments to manage commodity price risk9192 - As of September 30, 2023, the company held natural gas fixed-price swaps for 7.7 Bcf and call options for 0.7 Bcf, with premiums paid of $0.8 million9192 - Derivative instruments are not designated as accounting hedges; their fair value changes and premiums are recoverable through purchased-gas cost adjustment mechanisms93 14. Variable Interest Entity A wholly-owned subsidiary, KGSS-I, was formed as a variable interest entity to issue securitized bonds for Winter Storm Uri cost recovery - KGSS-I is a special-purpose, wholly-owned subsidiary formed to issue securitized bonds for recovering extraordinary costs from Winter Storm Uri in Kansas101 - KGSS-I's assets cannot be used to settle ONE Gas' obligations, and bondholders have no recourse against ONE Gas101 Impact of KGSS-I on Consolidated Statements of Income (Three Months Ended September 30, 2023) | Metric | Amount (Thousands of $) | | :--- | :--- | | Operating revenues | 12,014 | | Operating expense | (113) | | Amortization expense | (7,489) | | Interest income | 259 | | Interest expense | (4,548) | | Income before income taxes | 123 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the company's financial condition and operating results, including recent developments, regulatory activities, and liquidity RECENT DEVELOPMENTS Recent activities include a Texas securitization transaction, new equity forward agreements, and an expanded credit facility - In March 2023, the company received approximately $197 million from the Texas securitization transaction for Winter Storm Uri costs, used to repay indebtedness and for general corporate purposes106 - Equity forward agreements entered in September and March 2023 are expected to generate approximately $255.3 million in net proceeds upon full settlement108109110 - The at-the-market equity program, renewed in February 2023, allows for the issuance of up to $300 million in common stock, with $225.5 million available at September 30, 2023111 - The ONE Gas Credit Agreement was increased to $1.2 billion and its maturity extended to March 16, 2028113 - A dividend of $0.65 per share was declared in October 2023, payable on December 1, 2023114 REGULATORY ACTIVITIES The company engaged in various regulatory activities, including rate adjustments and program approvals across its service territories - Oklahoma Natural Gas received OCC approval for a $26.3 million base rate revenue increase and a $12.6 million EDIT credit, with new rates effective June 29, 2023115 - Kansas Gas Service submitted an application to the KCC requesting an $8.0 million increase related to its Gas System Reliability Surcharge (GSRS)117 - Texas Gas Service completed the securitization of Winter Storm Uri costs, receiving approximately $197 million in March 2023, and will act as a collection agent for securitization charges starting October 2023120 - Texas Gas Service implemented GRIP filings resulting in an $11.5 million increase in the Central-Gulf service area and a $7.3 million increase in the West-North service area121122 FINANCIAL RESULTS AND OPERATING INFORMATION Net income and operating income increased due to new rates and customer growth, offsetting the impact of warmer weather Selected Financial Results (Three Months Ended September 30) | Metric | 2023 (Millions of $) | 2022 (Millions of $) | Increase (Decrease) (Millions of $) | Increase (Decrease) (%) | | :--- | :--- | :--- | :--- | :--- | | Total revenues | 335.8 | 359.4 | (23.6) | (7)% | | Cost of natural gas | 70.9 | 126.2 | (55.3) | (44)% | | Operating income | 57.2 | 47.1 | 10.1 | 21% | | Capital expenditures and asset removal costs | 184.3 | 174.9 | 9.4 | 5% | Selected Financial Results (Nine Months Ended September 30) | Metric | 2023 (Millions of $) | 2022 (Millions of $) | Increase (Decrease) (Millions of $) | Increase (Decrease) (%) | | :--- | :--- | :--- | :--- | :--- | | Total revenues | 1,766.1 | 1,759.8 | 6.3 | —% | | Cost of natural gas | 867.0 | 954.4 | (87.4) | (9)% | | Operating income | 270.5 | 246.4 | 24.1 | 10% | | Capital expenditures and asset removal costs | 539.1 | 446.9 | 92.2 | 21% | - Operating income increased by $10.1 million for the three months and $24.1 million for the nine months ended September 30, 2023, primarily due to new rates and residential sales growth134 - Weather across service territories was 13.9% warmer than the prior year for the nine months ended September 30, 2023, with the impact on operating income mitigated by weather normalization mechanisms134 Average Number of Customers (Thousands) (Three Months Ended September 30) | Customer Type | 2023 | 2022 | Increase (Decrease) | | :--- | :--- | :--- | :--- | | Residential | 2,076 | 2,068 | 8 | | Commercial and industrial | 160 | 161 | (1) | | Total customers | 2,251 | 2,244 | 7 | Average Number of Customers (Thousands) (Nine Months Ended September 30) | Customer Type | 2023 | 2022 | Increase (Decrease) | | :--- | :--- | :--- | :--- | | Residential | 2,088 | 2,079 | 9 | | Commercial and industrial | 163 | 163 | — | | Total customers | 2,266 | 2,257 | 9 | CONTINGENCIES Management believes that potential losses from various litigation matters and claims arising from normal operations are not material - The company is a party to various litigation matters and claims that have arisen in the normal course of operations145 - Management believes that the reasonably possible losses from such matters, individually and in the aggregate, are not material and will not have a material adverse effect on results of operations, financial position, or cash flows145 LIQUIDITY AND CAPITAL RESOURCES The company maintains liquidity through operating cash flow and commercial paper, supported by a $1.2 billion credit facility and stable credit ratings - The company relies primarily on operating cash flow and commercial paper for liquidity and capital resource requirements146 - The ONE Gas Credit Agreement provides a $1.2 billion revolving unsecured credit facility, extended to March 16, 2028150149 - The company expects to contribute approximately $1.4 million to its defined benefit pension plans in 2023164 Credit Ratings (as of September 30, 2023) | Rating Agency | Rating | Outlook | | :--- | :--- | :--- | | Moody's | A3 | Stable | | S&P | A- | Stable | CASH FLOW ANALYSIS Operating cash flows decreased due to the timing of securitization, while investing cash flows increased from higher capital expenditures Cash Flow Summary (Nine Months Ended September 30) | Activity | 2023 (Millions of $) | 2022 (Millions of $) | Variance (Millions of $) | | :--- | :--- | :--- | :--- | | Operating activities | 842.5 | 1,555.8 | (713.3) | | Investing activities | (489.4) | (412.2) | (77.2) | | Financing activities | (353.2) | (1,142.1) | 788.9 | | Change in cash, cash equivalents, restricted cash and equivalents | (0.1) | 1.5 | (1.6) | - Operating cash flows were lower for the nine months ended September 30, 2023, primarily due to the timing of winter weather event regulatory asset recovery through securitization168 - Cash used in investing activities increased due to higher capital expenditures for system integrity and extension of service to new areas169 - Cash used in financing activities decreased due to the repayment of long-term debt related to Winter Storm Uri in August 2022169 ENVIRONMENTAL, SAFETY AND REGULATORY MATTERS The company is subject to extensive environmental and pipeline safety regulations, with ongoing remediation efforts at former MGP sites - The company is subject to multiple environmental laws and regulations, including those related to air emissions, waste disposal, and hazardous materials, and pipeline safety statutes regulated by PHMSA170178 - Deferred investigation and remediation costs for 12 former MGP sites in Kansas were $32.0 million at September 30, 2023, exceeding the $15.0 million cap173 - The PIPES Act reauthorized PHMSA through 2023 and directs the agency to issue new regulations that may impose more stringent requirements, potentially leading to material expenditures179 IMPACT OF NEW ACCOUNTING STANDARDS Information regarding the impact of new accounting standards is included in the Notes to Consolidated Financial Statements - Information about the impact of new accounting standards, if any, is included in Note 1 of the Notes to Consolidated Financial Statements181 CRITICAL ESTIMATES AND ACCOUNTING POLICIES The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts - The preparation of consolidated financial statements requires management to make estimates and assumptions that affect reported amounts, which could differ materially from actual results182 - Information about critical estimates and accounting policies is included in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, 'Estimates and Critical Accounting Policies,' in the Annual Report183 FORWARD-LOOKING STATEMENTS This report contains forward-looking statements regarding future performance, and actual results may differ materially due to various risks - Forward-looking statements relate to anticipated financial performance, liquidity, future operations, business prospects, regulatory and legal outcomes, and market conditions184 - Actual results may differ materially from forward-looking statements due to factors such as cost recovery, cyber-attacks, regulatory changes, economic climate, competition, adverse weather, indebtedness, and capital market access187188 - The company undertakes no obligation to update publicly any forward-looking statement unless required by securities laws189 Item 3. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks include commodity prices, interest rates, and counterparty credit, which are actively managed - Commodity price risk, primarily from natural gas price fluctuations, is mitigated by purchased-gas cost adjustment mechanisms and derivative instruments (swaps and call options)191 - Interest-rate risk is associated with commercial paper, credit agreement borrowings, and new debt, managed through fixed-rate debt, floating-rate debt, and interest-rate swaps192193 - Counterparty credit risk is not materially concentrated due to approximately 2.3 million customers across three states, with provisions for doubtful accounts and recovery of fuel-related bad debts through regulatory mechanisms194 Item 4. Controls and Procedures The company's disclosure controls and procedures were deemed effective, with no material changes in internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures were effective as of September 30, 2023195 - No material changes in internal control over financial reporting occurred during the third quarter ended September 30, 2023196 Part II. Other Information Item 1. Legal Proceedings Management believes that potential losses from litigation and claims arising in the normal course of business are not material - The company is a party to various litigation matters and claims that have arisen in the normal course of its operations198 - Management believes the reasonably possible losses from such matters are not material and will not have a material adverse effect on financial results, position, or cash flows198 Item 1A. Risk Factors Investors should consider the risks detailed in the company's Annual Report and this Quarterly Report, as new risks may emerge - Investors should consider risks outlined in the Annual Report and the 'Forward-Looking Statements' section of this Quarterly Report199 - New risks may emerge, and their extent or impact on financial performance cannot be fully predicted199 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This item is not applicable to the current report - This section is not applicable200 Item 3. Defaults Upon Senior Securities This item is not applicable to the current report - This section is not applicable201 Item 4. Mine Safety Disclosures This item is not applicable to the current report - This section is not applicable202 Item 5. Other Information This item is not applicable to the current report - This section is not applicable203 Item 6. Exhibits This section lists all exhibits filed with the report, including governance documents, agreements, and Sarbanes-Oxley certifications - Exhibits include corporate governance documents (Amended Certificate of Incorporation, Amended and Restated By-Laws), underwriting and forward sale agreements, and a commitment increase agreement for the ONE Gas Credit Agreement206 - Certifications by the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included as exhibits206 - XBRL-related documents for the consolidated financial statements are attached as Exhibit 101206207 Signature
ONE Gas(OGS) - 2023 Q3 - Quarterly Report