ONE Gas 10-K/A 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014.
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
ONE Gas, Inc.
(Exact name of registrant as specified in its charter)
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Oklahoma | 46-3561936 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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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:
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Common stock, par value of $0.01 | New York Stock Exchange |
(Title of each class) | (Name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No__
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes __ No X
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 X No __
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes X No _
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Registration S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one) Large accelerated filer X Accelerated filer __ Non-accelerated filer __ Smaller reporting company __
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes__ No X
The aggregate market value of the equity securities held by nonaffiliates based on the closing trade price of the registrant on June 30, 2014, was $1.9 billion.
On February 6, 2015, we had 52,145,396 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the definitive proxy statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held May 21, 2015, are incorporated by reference in Part III.
EXPLANATORY NOTE
This Amendment No. 1 to the annual report on Form 10-K of ONE Gas, Inc. (the “Company”) for the year ended December 31, 2014, originally filed on February 19, 2015, is being filed to correct a typographical error in the listing on the cover page of the number of shares of Common Stock outstanding as of February 6, 2015. The correct number of shares outstanding as of such date is 52,145,396, as indicated on the cover page of this Amendment No. 1.
This Amendment No. 1 does not reflect events occurring after February 19, 2015 and does not update or modify in any way the results of operations, financial position, cash flows or other disclosures in the Company’s Form 10-K filed on February 19, 2015.
As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment No. 1 to the Company’s Form 10-K under Item 15 of Part IV.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of Amendment No. 1 to the Annual Report on Form 10-K of ONE Gas, Inc. for the year ended December 31, 2014:
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3. | EXHIBITS |
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Exhibit Number | | Description |
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31.1 | | Certification of Pierce H. Norton II pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 | | Certification of Curtis L. Dinan pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 | | Certification of Pierce H. Norton II pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)). |
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32.2 | | Certification of Curtis L. Dinan pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)). |
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101.INS | | XBRL Instance Document.
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101.SCH | | XBRL Schema Document.
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101.CAL | | XBRL Calculation Linkbase Document. |
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101.LAB | | XBRL Label Linkbase Document.
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101. PRE | | XBRL Presentation Linkbase Document.
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101.DEF | | XBRL Extension Definition Linkbase Document.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: | February 27, 2015 | | ONE Gas, Inc. |
| | | Registrant |
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| | By: | /s/ Curtis L. Dinan |
| | | Curtis L. Dinan |
| | | Senior Vice President, |
| | | Chief Financial Officer and Treasurer |
EXHIBIT INDEX
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Exhibit Number | | Description |
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31.1 | | Certification of Pierce H. Norton II pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 | | Certification of Curtis L. Dinan pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 | | Certification of Pierce H. Norton II pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)). |
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32.2 | | Certification of Curtis L. Dinan pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)). |
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101.INS | | XBRL Instance Document.
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101.SCH | | XBRL Schema Document.
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101.CAL | | XBRL Calculation Linkbase Document. |
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101.LAB | | XBRL Label Linkbase Document.
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101. PRE | | XBRL Presentation Linkbase Document.
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101.DEF | | XBRL Extension Definition Linkbase Document.
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